Common use of Conversion Clause in Contracts

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The A Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to a Convertible Note may convert the principal amount thereof of such Convertible Note (or any portion 102 6 thereof that is an equal to $1,000 or any integral multiple of $271,000 in excess thereof) into shares of Capital Stock at Common Shares on any Business Day, subject to the initial conversation rate of 0.73 shares of Capital Stock for each $27 conditions set forth in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Section 4.1 of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyIndenture; provided, and are subject to adjustment under certain circumstances. If a Security however, that if such Convertible Note is called for redemptionredemption or subject to purchase upon a Change in Control or upon exercise of the purchase right described in paragraph 6 above, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, the Change in Control Purchase Date or a Purchase Date, as the case may be, for such Convertible Note or such earlier date as the Holder presents such Convertible Note for redemption or purchase (unless the Company defaults shall default in making paying the payment due redemption payment, Change in Control Purchase Price or a Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Convertible Note is redeemed or purchased, as the case may be). The initial conversion price is $35.5679. The initial Conversion Rate is 28.1152 Common Shares per $1,000 principal amount of Convertible Notes. The number of Common Shares deliverable upon redemptionconversion of a Convertible Note is determined by dividing (x) the principal amount of the Convertible Note, or the portion thereof being converted, by (y) the Conversion Price in effect on the Conversion Date. A Convertible Note in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Convertible Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. To convert surrender a SecurityConvertible Note for conversion, a Holder must (1i) complete and manually sign a conversion notice substantially in (or complete and manually sign a facsimile of such notice) and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3ii) furnish appropriate endorsements or and transfer documents documents, if required by the Security Registrar Company, the Trustee or the Conversion Agent and Agent, (4iii) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after required and (iv) in the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion case of a Security is determined by dividing the principal amount conversion pursuant to section 4.1(b)(1) of the Security converted by Indenture, provide the Applicable Conversion Price in effect on Company with reasonable evidence that the Conversion Date. No fractional shares will be issued upon conditions to such conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockhave been satisfied.

Conversion. The A Holder of any a Security has may convert such Security into shares of common stock of the rightCompany commencing 180 days after December 19, exercisable 1997 and thereafter at any time prior to 5:00 p.m.maturity, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesthe following provisions of this Section 7. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding date fixed for such redemption. The initial conversion price is $28.75 per share, subject to adjustment in certain events. In the corresponding Redemption Date, unless event the Holder of this Security seeks to convert all or any portion of this Security into Common Stock at a time when the Company defaults does not have sufficient authorized shares of Common Stock to satisfy such conversion, such conversion shall not be permitted, in making which event the payment due upon redemptionHolder will have the right to require the Company to repurchase this Security for an amount payable in cash equal to the principal amount of this Security plus accrued interest. The Company has agreed to seek stockholder approval at its 1998 Annual Meeting of Stockholders of an amendment to its Restated Certificate of Incorporation ("Certificate") increasing the number of authorized shares of Common Stock to an amount at least sufficient to permit the conversion of all the Securities. Until such date as the Company's Certificate has been so amended, the Company will not (i) exercise its right to voluntarily redeem the Debentures pursuant to Section 5 hereof or (ii) issue additional shares of Common To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in on the form attached hereto, back of the Security; (2) surrender the Security to a the Conversion Agent, ; (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent; and (4) pay any transfer or similar tax, tax if required. Upon conversion, no No payment or adjustment or payment will is to be made on conversion for interest accrued hereon or dividendsfor dividends on shares of common stock issued on conversion; provided, but however, that if any Holder surrenders a Security is surrendered for conversion after the close of business on the Regular Record Date record date for the a payment of an installment of interest and prior to on or before the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on falling due to such Interest Payment Date interest payment date will be paid to the Person in whose name the Security is registered Holder at the close of such Security business on such Regular Record Date. In such event, such Security, when record date and any Security surrendered for conversion, need not conversion during the period from the close of business on any regular record payment date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on interest payment date. A Holder may convert a portion of a Security if the portion so convertedis $1,000 principal amount or an integral multiple thereof. The To determine the number of shares issuable upon conversion of a Security is determined by dividing Security, divide the principal amount of the Security to be converted by the Applicable Conversion Price conversion price in effect on the Conversion Dateconversion date. No fractional shares The Company will be issued upon conversion but deliver a cash adjustment will be made check for any fractional interestshare. The outstanding principal amount If the Company is a party to a consolidation or merger or a transfer or lease of any all or substantially all of its assets, the right to convert a Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockcommon stock may be changed into a right to convert it into securities, cash or other assets of the Company or another Person.

Conversion. The Subject to the provisions of Article 11 of the Indenture, a Holder of any Security has the right, exercisable at any time a Debenture may convert such Debenture prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) Effective Time into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio Company if any of the conditions specified in paragraphs(a) through (e) of Section 11.01 of the Indenture is satisfied, and equivalent conversion price subject to the provisions of Article 11A of the Indenture, a Holder of a Debenture may convert such Debenture from and after the Effective Time into the Cash Conversion Amount in effect at any time are known as cash and WPP ADSs representing a number of WPP Ordinary Shares equal to the "Applicable Stock Conversion Amount divided by the Conversion Price" and the "Applicable Conversion Ratio," respectively; provided, and are subject to adjustment under certain circumstances. If a Security however, that if such Debenture is called for redemption, the conversion right will terminate on the second Business Day immediately preceding the Redemption Date of such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the Business Day immediately preceding date such Default is cured and such Debenture is redeemed). The initial conversion price prior to the corresponding Redemption DateEffective Time is $961.20 per share of Common Stock, unless and the initial conversion price from and after the Effective Time is $8.84 per WPP Ordinary Share, subject to adjustment under certain circumstances as described in the Indenture (the "CONVERSION PRICE"). The number of shares of Common Stock issuable upon conversion of a Debenture prior to the Effective Time is determined by dividing the principal amount of Debentures converted by the Conversion Price in effect on the conversion date. The number of WPP Ordinary Shares represented by WPP ADSs issuable upon conversion of a Debenture from and after the Effective Time is determined by dividing (a) the Stock Conversion Amount by (b) the Conversion Price in effect on the conversion date. In the event of a conversion of a Debenture prior to the Effective Time, the Company defaults has the option, in making lieu of delivering shares of Common Stock, to pay the payment due Holder surrendering such Debenture an amount of cash determined in accordance with Section 11.02 of the Indenture. Upon conversion, no adjustment for interest (including Contingent Interest and Additional Amounts, if any), or dividends will be made. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon (i) if conversion occurs prior to the Effective Time, the current Market Price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion and (ii) if conversion occurs from and after the Effective Time, the current WPP Market Price (as defined in the Indenture) of WPP ADSs on the last trading day prior to the date of conversion. To convert a SecurityDebenture, a Holder must (1a) complete and sign a the irrevocable conversion notice substantially in set forth below (copies of which may also be obtained from the form attached hereto, (2Conversion Agent) surrender and deliver such notice to the Security to a Conversion Agent, (3b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in the Borough of Manhattan, The City of New York, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon conversionsatisfaction of such requirements, no adjustment or payment will be made for interest or dividendsthe Conversion Agent shall, but if any on behalf of such Holder, immediately convert such Debentures into, prior to the Effective Time, Common Stock (unless the Company has elected to pay cash in lieu of delivering shares of Common Stock) and, from and after the Effective Time, the Cash Conversion Amount and WPP ADSs representing the number of WPP Ordinary Shares described above. If a Holder surrenders a Security Debenture for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next related Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Debenture must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, if any), payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Debenture or portion thereof then converted; provided, however, that no such payment shall be required if such Debenture has been called for redemption on a Redemption Date within the Applicable Conversion Price in effect period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Conversion Interest Payment Date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Debenture equal to $1,000 or any integral multiple thereof. A Debenture in respect of which a Holder has delivered a Holder Change of Control Acceptance Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.11 or a Purchase Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.16 of the Indenture may be converted into shares only if such notice of Capital Stockexercise is withdrawn in accordance with the terms of the Indenture."

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on February 16, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2021. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The Conversion Rate is 8.224 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. Accrued and unpaid interest in lieu of Original Issue Discount will not be paid on Securities that are converted; provided, however, that if the Company exercises such option, -------- ------- Securities surrendered for conversion during the period, in the case of interest in lieu of Original Issue Discount, from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (and with respect to which the Company has mailed a notice of redemption). Securities surrendered for conversion must be accompanied by payment due upon redemptionof an amount equal to the interest in lieu of Original Issue Discount with respect thereto that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The A Holder of any may convert his or her Security has the right, exercisable into cash and ADRs at any time prior to 5:00 p.m., New York City time, the close of business on March May 15, 20302008, to convert or (x) if the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionredemption by the Company, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding date that is five business days before the corresponding Redemption Datedate fixed for such redemption, unless or (y) if the Security is to be repurchased by the Company defaults pursuant to PARAGRAPH 8 hereof, the Holder may convert it at any time before the Company receives the Option of Holder To Elect Purchase Notice. For each $1,000 principal amount of Securities, (i) the amount of cash so payable upon conversion (the “Cash Conversion Consideration”) shall be $405.74 and (ii) the number of ADRs issuable upon conversion (the “conversion rate”) as of the effective date of the Supplemental Indenture shall equal the product of (x) 0.42355 and (y) the quotient (the “initial conversion rate”) obtained by dividing $1,000 by the initial conversion price of $32.04 per share. The Cash Conversion Consideration is payable without interest, the number of ADRs issuable upon conversion shall be rounded to the nearest 1/100th of an ADR, and the Company will deliver Cash in making lieu of any fractional ADR. The Cash Conversion Consideration and the conversion rate take into account any adjustments (i) pursuant to the Merger and (ii) occurring prior to the date hereof. On conversion no payment or adjustment for any unpaid and accrued interest, or liquidated damages with respect to, the Securities will be made. If a Holder surrenders a Security for conversion between the record date for the payment due upon redemptionof interest and the next interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder on such record date is to receive. To convert a Security, Security a Holder must (1) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, (4) pay the amount of interest, if any, the Holder may be paid as provided in the last sentence of the above paragraph and (45) pay any transfer or similar tax, tax if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a portion of a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on if the portion so convertedis $1,000 principal amount or a whole multiple of $1,000 principal amount. The number of shares issuable Any ADRs issued upon conversion of a Security is determined by dividing shall bear the principal amount Private Placement Legend until after the second anniversary of the later of the issue date for the Securities and the last date on which the Company or any Affiliate of the Company was the owner of such ADRs or the Security (or any predecessor security) from which such ADRs were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws in the Opinion of Counsel for the Company, unless otherwise agreed by the Applicable Conversion Price in effect on Company and the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockHolder thereof).

Conversion. The Holder Each Offered Security will be convertible into freely tradeable Units at the option of any the holder of an Offered Security has the right, exercisable at any time after the Initial Maturity Date and prior to 5:00 p.m.p.m. (Toronto time) on the earlier of the Final Maturity Date and the date specified by the Fund for redemption of the Offered Securities, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 18.00 per share Unit, being a conversion rate of Capital Stock approximately 55.5556 Units per $1,000 principal amount of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyOffered Securities, and are subject to adjustment under in certain circumstancesevents. If a Security is called Holders converting their Offered Securities will receive accrued and unpaid interest on such Offered Securities for redemptionthe period from the last interest payment date (or the date of issue of the Offered Securities if there has not yet been an interest payment date) to, but excluding, the conversion right date of conversion. Notwithstanding the foregoing, no Offered Security may be converted during the five Business Days preceding June 30 and December 31 in each year as the registers of the Debenture Trustee will terminate at be closed during such periods. In the close of business on event that the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security Fund converts to a corporation (a “Continuing Corporation”) pursuant to the conversion of the Fund from an income trust structure to a publicly-traded Corporation (a “Conversion AgentTransaction”), (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment adjustments will be made to the terms of the conversion privilege as set forth in the Trust Indenture. Among other things, these adjustments will be necessary to reflect the fact that, in connection with the Conversion Transaction, Unitholders will receive securities of the Continuing Corporation in exchange or otherwise as consideration or in substitution for interest or dividendsUnits. More specifically, but if any Holder surrenders following completion of a Security for conversion after Conversion Transaction, Offered Securities will be convertible into the close kind and number of business on securities of the Regular Record Date for Continuing Corporation which a holder of Offered Securities would have been entitled to receive had it been a holder of the payment number of an installment of interest and Units into which the Offered Securities were convertible prior to the opening effective date of business on the next Interest Payment DateConversion Transaction. In addition, then, notwithstanding such conversionin connection with a Conversion Transaction, the interest payable on such Interest Payment Date Offered Securities will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount become obligations of the Security converted by Continuing Corporation having substantially the Applicable Conversion Price in effect on same terms as the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount Offered Securities, without the consent of any Security shall be reduced by the portion holders of the principal amount thereof converted into shares of Capital StockOffered Securities.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has the right, exercisable may convert this Security for Common Stock at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert after 90 days following the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Issue Date of the Company). The conversion ratio Securities and equivalent conversion price in effect at any time are known as before the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyclose of business on February 13, and are subject to adjustment under certain circumstances2018. If a this Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business last Trading Day immediately preceding prior to the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a notice of exercise of the option to require the Company defaults to purchase such Security or to redeem such Security in making the payment due upon redemptionevent of a Fundamental Change may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 5.692 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver Cash or a check in lieu of any fractional share of Common Stock. To convert a Security, this Security a Holder must (1) complete and manually sign the conversion notice on the back of this Security (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the this Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but A Holder may convert a portion of this Security if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Principal Amount of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment portion is $1,000 or a multiple of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any this Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted portion of this Security shall not be reduced by canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with any cash payment in lieu of fractional shares) in exchange for the portion of this Security being converted pursuant to the principal amount thereof converted into shares of Capital Stockterms hereof.

Conversion. The Holder (a) Subject to and upon compliance with the provisions of any Security has Article VII of the rightThird Supplemental Indenture, exercisable the Debentures are convertible, at the option of the Holder, at any time prior to on and after the occurrence of any of the events described in paragraph (b) below, and before 5:00 p.m.pm, New York, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Datedate of repayment of such Debentures, unless the Company defaults in making the payment due whether at Stated Maturity or upon redemption. To convert a Security, a Holder must (1) complete into fully paid and sign a conversion notice substantially nonassessable shares of Common Stock at an initial Conversion Ratio of 1.2248 shares of Common Stock for each $50 in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the aggregate principal amount of the Security converted by the Applicable Conversion Price Debentures, subject to adjustment as described in effect on the Conversion Datesuch Article VII. No fractional shares will be issued upon conversion but a cash adjustment will be made for A Holder may convert any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof of such Holder’s Debentures into (x) a cash amount equal to the lesser of (i) the aggregate principal amount of the Debentures to be converted into or (ii) the Applicable Stock Price multiplied by the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) and (y) if the product of the Applicable Stock Price and the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) exceeds the aggregate principal amount of Debentures to be converted, that number of fully paid and nonassessable shares of Capital StockCommon Stock (calculated as to each conversion to the nearest 1/100th of a share) equal to (i) the aggregate principal amount of Debentures to be converted divided by $50 and multiplied by (ii) (A) the Conversion Ratio minus (B) $50 divided by the Applicable Stock Price. Settlement in cash and, if applicable, shares of Common Stock will occur on the second Trading Day following the final trading day of the Cash Settlement Averaging Period. Such day will be the 22nd Trading Day following the Property Trustee’s receipt of a Holder’s conversion notice submitted by the holder of Trust PIERS (assuming such holder has satisfied all conversion requirements, including the valid delivery of the conversion notice), unless (i) the conversion is in connection with a redemption, in which case the settlement day will be the redemption date or (ii) such holder of Trust PIERS submits a conversion notice during the period beginning 25 Trading Days preceding the maturity date and ending one Trading Day preceding the maturity date, in which case the settlement day will be the maturity date.

Conversion. The Holder Subject to the terms and conditions of any Security has the rightIndenture, exercisable at any time prior to 5:00 p.m.or times after the Issue Date, New York City time, on March 15, 2030, to a Holder of a Security may convert the principal amount thereof Principal Amount of such Security (or any portion 102 6 thereof that thereof) into shares of the Company’s Common Stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Xxxxxx’s Securities so long as the Securities converted are an integral multiple of $27) into shares of Capital Stock at 1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and unpaid interest on the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Principal Amount being converted as of the Company). The conversion ratio and equivalent conversion price Conversion Date to the extent provided in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesIndenture. If a Security is called the Conversion Date for redemption, the conversion right will terminate at Securities of any Holder occurs between the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next immediately following Interest Payment Date, thenthe Company shall pay to such Holder in cash, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the accrued and unpaid interest payable through the Conversion Date on the Principal Amount of such Securities; provided, however, that if the Company pays such Holder, on such Interest Payment Date, the amount of interest that would have been payable to such Holder had such Holder not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received by such Holder and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. If a Fundamental Change shall occur and, in respect thereof, any Holder shall have elected a Fundamental Change Conversion for all or a portion of its Securities (or any portion thereof), then the Company shall remit to such Holder, on the portion so converted. The number related Conversion Date, a Make-Whole Premium calculated for such Securities, and payable in shares of shares issuable upon conversion of a Security is determined by dividing the principal amount Common Stock or in such other assets of the Security converted by Company, and subject to such other terms and conditions, as set forth in the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Subject to the provisions of Article 10 of the Indenture, a Holder of any a Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to may convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) such Security into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price Company if any of the conditions specified in effect at any time are known as paragraphs (a) through (f) of Section 10.01 of the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyIndenture is satisfied; provided, and are subject to adjustment under certain circumstances. If a however, that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the corresponding Redemption Date, redemption date of such Security (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securitywhen due, a Holder must (1) complete and sign a in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date for the payment of an installment of interest date such Default is cured and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Dateis redeemed). In such eventThe initial conversion price is $29.16 per share, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal subject to adjustment under certain circumstances as described in the interest payable on such Interest Payment Date on Indenture (the portion so converted"Conversion Price"). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. In the event of a conversion of a Security, the Company has the option to deliver the Cash Conversion Price to the Holder of the Security surrendered for such conversion as provided in Section 10.02 of the Indenture. Upon conversion, no adjustment for interest (including Contingent Interest, if any), or dividends will be made. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the current market price (as defined in the Indenture) of the Common Stock on the last Trading Day prior to the date of conversion. To convert a Security, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. If a Holder surrenders a Security for any fractional interest. The outstanding conversion between the record date for the payment of an installment of interest and the next interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Liquidated Damages, if any), payable on such interest payment date on the principal amount of any the Security or portion thereof then converted; provided, however, that no such payment shall be reduced by required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Purchase Notice or a Change of Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted into shares only if such notice of Capital Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Holder Subject to the provisions of any Security has the rightIndenture, exercisable unless ---------- previously redeemed, the Notes are convertible (in denominations of $1,000 principal amount at maturity or integral multiples thereof), at the option of the holder thereof, into Capital Stock of the Company at any time after 365 days following the Issue Date and prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple maturity date. The number of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The Company ("Conversion Shares") issuable upon conversion ratio and equivalent conversion price in effect at any time are known as of the "Applicable Conversion Price" and Notes is equal to the "Applicable Conversion Ratio," respectivelyAccreted Value of the Notes being converted (on the date of conversion) divided by $25.00, and are subject to adjustment under certain circumstancesas provided in the Indenture (the "Conversion Ratio"). Except as described below, no adjustment will be made on conversion of any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) after a Security record date for the payment of interest and prior to the next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion of Notes (including pursuant to the mandatory conversion feature described below) and, in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of the Common Stock on the last Trading Day prior to the day of conversion. In the case of Notes called for redemption, the conversion right rights will terminate expire at the close of business on the Business Trading Day immediately next preceding the corresponding Redemption Datedate fixed for redemption, unless the Company defaults in making payment of the payment due upon redemptionredemption price. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar taxIn addition, if required. Upon conversionthe closing price on the Neuer Markt of the Common Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the 30-day period being referred to as the "Market Criteria Period"), no adjustment or payment and the Conversion Shelf Registration Statement described in paragraph 2 hereof is effective and available, all of the Notes will be made for interest or dividendsautomatically converted into that number of Conversion Shares derived by application of the Conversion Ratio; provided, but however, that if any Holder surrenders a Security for conversion the Market Criteria is satisfied during the first year after the close Closing Date, the conversion will not occur until the one-year anniversary of business the Closing Date and will occur only if the closing price on the Regular Record Date for Neuer Markt of the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable Common Stock is at least (Euro)32.00 on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventdate: Closing ------- 12 Months Beginning Price ------------------- ----- August 15, such Security1999 (Euro)32.00 August 15, when surrendered for conversion2000 (Euro)38.46 August 15, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The number of shares issuable upon conversion of a Security is determined by dividing the principal amount denominator of the Security converted by the Applicable Conversion Price Ratio is subject to adjustment as provided in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion Section 10.5 of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Holder of any Security Lender has the right, exercisable at any time prior to 5:00 p.m.after the Effective Date, New York City time, on March 15, 2030at its election, to convert all or part of the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) Note Amount into shares of Capital Stock at the initial conversation rate of 0.73 fully paid and non-assessable shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock common stock of the CompanyBorrower (the “Common Stock”). The conversion ratio and equivalent conversion price in effect at any time are known as shall be $0.013 per share of Common Stock (the "Applicable “Conversion Price" and ”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the "Applicable dollar conversion amount divided by the Conversion Ratio," respectivelyPrice. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and are subject to adjustment under certain circumstancesall conversions shall be cashless and not require further payment from the Lender. If a Security no objection is called for redemptiondelivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion right will terminate at and waived any objection thereto. The Borrower shall deliver the close shares of business on Common Stock from any conversion to the Business Day immediately preceding Lender (in any name directed by the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1Lender) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, within three (3) furnish appropriate endorsements business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or transfer documents if required by are effectively registered under the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionSecurities Act, the interest payable on such Interest Payment Date will be paid Borrower shall cause its transfer agent to electronically issue the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of a Security is determined by dividing the principal amount any subsidiary of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the principal amount thereof converted into shares of Capital StockNote is hereby deleted in its entirety.

Conversion. The A Holder of a Note may convert the principal amount of such Note (or any Security has the right, exercisable portion thereof equal to $1,000 or any integral multiple in excess thereof) into Shares of Common Stock at any time prior to 5:00 p.m., New York City time, the last Business Day prior to the close of business on March January 15, 20302012; provided, to convert however, that if the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Note is called for redemptionredemption or subject to purchase upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption redemption date or the Change in Control Payment Date, as the case may be, for such Note or such earlier date as the Holder presents such Note for redemption or purchase (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securityor Change in Control Payment, a Holder must (1) complete and sign a as the case may be, when due, in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date for the payment of an installment of interest date such Default is cured and prior such Note is redeemed or purchased). The initial Conversion Price is $[3.30] per share, subject to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedadjustment under certain circumstances. The number of shares Shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note or portion thereof converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the Closing Sale Price of the Shares of Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding regular record date to the opening of business on the next succeeding Interest Payment Date (excluding Notes or portions thereof called for redemption or subject to purchase upon a Change in Control on a redemption date or Change in Control Payment Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the close of business on the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of any Security such Note then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Note, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Payment Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Note may be converted into shares only if the Change in Control Payment Notice is withdrawn in accordance with the terms of Capital Stockthis Indenture.

Conversion. The Holder holder of any Security Note has the right, exercisable at any time after the Issuance Date and prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the Business Day immediately preceding the date of the Note's maturity, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27100) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 5.00 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Note is called for redemption, the conversion right will terminate at the close of business (New York City time) on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below, (2) surrender the Security Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder Noteholder surrenders a Security Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid to the registered Holder holder of such Security Note on such Regular Record Daterecord date. In such event, unless such SecuritySecurity has been called for redemption on or prior to such interest payment date, such Note, when surrendered for conversion, need not must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Note in respect of any Security shall which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof converted into shares of Capital Stockcontained in the Indenture.

Conversion. The Subject to the terms and conditions of the Indenture, a Holder may convert each of any Security has its Securities into shares of Common Stock at an initial conversion rate of 909.0909 shares per $1,000 Principal Amount of Securities (the right“Conversion Rate”), exercisable at any time prior to 5:00 p.m.the close of business on January 14, New York City time, on March 15, 2030, 2011. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder’s Securities so long as the principal amount thereof (or any portion 102 6 thereof that is Securities converted are an integral multiple of $27) into shares 1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for conversion during the period from close of Capital Stock at business on any Record Date for the initial conversation rate payment of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at interest through the close of business on the Business Day immediately next preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next following Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not (or portion thereof being converted) must be accompanied by payment of an amount amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the portion so Principal Amount being converted. The number ; provided, however, that no such payment shall be required if there shall exist at the time of shares issuable upon conversion a default in the payment of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect interest on the Conversion DateSecurities. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any In addition, to the extent the Holder elects to convert this Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCommon Stock in connection with a transaction that constitutes a Fundamental Change that occurs on or prior to January 15, 2011, pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a United States national securities exchange or the Nasdaq Global Market, the Company will increase the Conversion Rate for any Securities surrendered for conversion as set forth in Section 12.08 of the Indenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued and unpaid interest, through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

Conversion. The Subject to compliance with the provisions of the Indenture, a Holder of any a Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to may convert the principal amount thereof of such Security (or any portion 102 6 thereof that is an equal to $1,000 or any integral multiple of $271,000 in excess thereof) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price Conversion Price in effect at any the time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment of conversion under certain circumstances. If a circumstances described in the Indenture; provided, however, that if the Security is called for redemptionredemption pursuant to Article III of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption redemption date or the Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securityor Change in Control Repurchase Price, a Holder must (1) complete and sign a as the case may be, when due, in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date for date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder option of such Holder to require the Company to repurchase such Security on may be converted only if such Regular Record Datenotice of exercise is withdrawn in accordance with the terms of the Indenture. In such eventThe Conversion Price is $14.75 per share, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal subject to the interest payable on such Interest Payment Date on the portion so convertedadjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of any such Security then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Security may be converted into shares only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of Capital Stockthe Indenture.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Subject to the terms and conditions of the Indenture, a Holder may convert each of any Security has its Securities into shares of Common Stock at an initial conversion rate of 74.0741 shares per $1,000 Principal Amount of Securities (the right“Conversion Rate”), exercisable at any time prior to 5:00 p.m.the close of business on April 14, New York City time, on March 15, 2030, 2011. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Xxxxxx’s Securities so long as the principal amount thereof (or any portion 102 6 thereof that is Securities converted are an integral multiple of $27) into shares 1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for conversion during the period from close of Capital Stock at business on any Record Date for the initial conversation rate payment of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at interest through the close of business on the Business Day immediately next preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next following Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not (or portion thereof being converted) must be accompanied by payment of an amount amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the portion so Principal Amount being converted. The number ; provided, however, that no such payment shall be required if there shall exist at the time of shares issuable upon conversion a default in the payment of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect interest on the Conversion DateSecurities. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any In addition, to the extent the Holder elects to convert this Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCommon Stock in connection with a transaction that constitutes a Fundamental Change that occurs on or prior to April 15, 2011, pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a United States national securities exchange or the Nasdaq Global Market, the Company will increase the Conversion Rate for any Securities surrendered for conversion as set forth in Section 11.08 of the Indenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued and unpaid interest, through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

Conversion. The Holder In the event of a conversion of REIT Series A Preferred Shares into REIT Shares at the option of the holders of REIT Series A Preferred Shares pursuant to the terms of the Series A Articles Supplementary, then, upon conversion of such REIT Series A Preferred Shares, the General Partner shall convert a number of Mirror A Preferred Units equal to the number of REIT Series A Preferred Shares so converted into a number of Common OP Units equal to the number of REIT Shares issued on conversion of such REIT Series A Preferred Shares. In case the General Partner shall be a party to any Security has transaction (including, without limitation, a merger, consolidation, share exchange, tender offer for all or substantially all of the rightGeneral Partner’s capital stock or sale of all or substantially all of the General Partner’s assets), exercisable at in each case as a result of which the REIT Series A Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any time combination thereof), each Mirror A Preferred Unit will thereafter be convertible under this Section 19.8 into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Common OP Units or fraction thereof into which one Mirror A Preferred Unit was convertible immediately prior to 5:00 p.m., New York City time, on March 15, 2030such transaction. In the event of a conversion of REIT Series A Preferred Shares into REIT Shares, to convert the principal amount thereof (or any portion 102 6 thereof that extent the General Partner is required to pay cash in lieu of fractional REIT Shares pursuant to the Series A Articles Supplementary in connection with such conversion, the Partnership shall distribute an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal equal amount of Securities (equivalent cash to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesGeneral Partner. If a Security is called for redemption, the conversion right will terminate at the close Change of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must Control Conversion Date (1) complete and sign a conversion notice substantially as defined in the form attached hereto, (2Series A Articles Supplementary) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion falls after the close of business on the Regular Record Date for the payment of an installment of interest record date and prior to the opening corresponding Mirror A Preferred Unit Distribution Payment Date that has been duly authorized and declared, each holder of business on Mirror A Preferred Units converted under this Section 19.8 shall be entitled to the next Interest Payment Date, then, notwithstanding such conversion, the interest distribution payable on such Interest Mirror A Preferred Units on the Mirror A Preferred Unit Distribution Payment Date will be paid to notwithstanding the registered Holder conversion of such Security on such Regular Record Mirror A Preferred Units before that Mirror A Preferred Unit Distribution Payment Date. In Except as expressly provided in this Section 19.8, the holders of Mirror A Preferred Units shall not have the right to exchange or convert such eventMirror A Preferred Units into REIT Series A Preferred Shares, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for REIT Shares or any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockother securities.

Conversion. The Subject to the provisions of Article 10 of the Indenture, a Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to a Note may convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) such Note into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price Company if any of the conditions specified in effect at any time are known as paragraphs (a) through (g) of Section 10.01 of the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyIndenture is satisfied; provided, and are subject to adjustment under certain circumstances. If a Security however, that if such Note is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the corresponding Redemption Date, redemption date of such Note (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Note is redeemed). The initial conversion price is $6.45 per share, subject to adjustment under certain circumstances as described in the Indenture (the "CONVERSION PRICE"). The number of shares issuable upon redemptionconversion of a Note is determined by dividing the principal amount converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Note in a Principal Value Conversion the Company has the option to deliver cash and/or Common Stock to the Holder of the Note surrendered for such conversion as provided in Section 10.2 of the Indenture. Upon conversion, no adjustment for interest, if any (including contingent interest, if any), Liquidated Damages, if any, or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as defined in the Indenture) of the Common Stock on the last Trading Day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment of an amount equal to the interest (including contingent interest, if any) and Liquidated Damages, if any, payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the Applicable Conversion Price in effect period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder has delivered a Purchase Notice or a Change of Control Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted into shares only if such notice of Capital Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Holder Subject to the terms and conditions of any Security has the rightIndenture, exercisable at any time prior to 5:00 p.m.or times after the Issue Date, New York City time, on March 15, 2030, to a Holder of a Security may convert the principal amount thereof Principal Amount of such Security (or any portion 102 6 thereof that thereof) into shares of the Company's common stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder's Securities so long as the Securities converted are an integral multiple of $27) into shares of Capital Stock at 1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and unpaid interest on the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Principal Amount being converted as of the Company). The conversion ratio and equivalent conversion price Conversion Date to the extent provided for in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesIndenture. If a Security is called for redemption, the conversion right will terminate at Conversion Date occurs between the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next immediately following Interest Payment Date, thenthe Company shall pay to the applicable Holder in cash, notwithstanding on such conversionInterest Payment Date, an amount equal to the accrued and unpaid interest payable through the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest otherwise payable on to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the portion so converted. The number rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), upon the request of a Holder or any beneficial owner of a Restricted Security or holder or beneficial owner of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be Common Stock issued upon conversion but thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) and any reports required to be filed by them under the Exchange Act or Securities Act (as defined below) to such Holder or any beneficial owner of Restricted Securities, or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, or to a cash adjustment will be made for any fractional interest. The outstanding principal amount prospective purchaser of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.such

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on March 15, 2030the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750) into shares of Capital Fleetwood Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 [___] per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyFleetwood Common Stock, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Trust (which will distribute such interest to the holder of such Security the applicable Trust Securities at the close of business on such Regular Record Daterecord date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The (A) Each Holder of any Security has Series A Preferred Stock shall have the right, exercisable right at any time prior to 5:00 p.m., New York City time, on March 15, 2030at its option, to convert convert, subject to the principal amount thereof (terms and provisions of this Section 5, any or any portion 102 6 thereof that is an integral multiple all of $27) into such Holder’s shares of Capital Series A Preferred Stock at the an initial conversation conversion rate of 0.73 5.7471 shares of Capital fully paid and non-assessable shares of Common Stock for each $27 (subject to adjustment as provided in aggregate principal amount of Securities (equivalent to a conversion price of $37 this Section 5, the “Conversion Rate”) per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelySeries A Preferred Stock; provided, and are subject to adjustment under certain circumstances. If a Security is called for redemptionhowever, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and that prior to the opening receipt of business Shareholder Approval (the period prior to such Shareholder Approval the “Approval Period”) shares of Series A Preferred Stock shall not be convertible pursuant to this Section 5 in the aggregate into more than 19.99% of the shares of Common Stock outstanding on the next Interest Payment DateOriginal Issue Date (subject to appropriate adjustment in the event of a stock split, thenstock dividend, notwithstanding combination or other similar recapitalization) (such conversionlimitation, the interest payable on such Interest Payment Date will “Conversion Cap”). Shares of Series A Preferred Stock shall immediately and permanently cease to be paid subject to the registered Holder Conversion Cap upon the receipt of such Security Shareholder Approval. If on such Regular Record Date. In such eventany day during the Approval Period, such Security, when surrendered for conversion, need not be accompanied by payment the holders of Series A Preferred Stock provide notice of an amount election to convert that would result in the Series A Preferred Stock converting into more than the Conversion Cap, the Company shall determine in its sole and absolute discretion which Holder(s) and how many shares of Series A Preferred Stock held by any such Holder(s) shall be allowed to convert solely to prevent conversion into more than the Conversion Cap. For the avoidance of doubt and notwithstanding anything in this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) to the contrary, the Conversion Cap shall not in any way limit the amounts that may be added to the Liquidation Preference. Upon conversion of any share of Series A Preferred Stock, the Company shall deliver to the converting Holder, in respect of each share of Series A Preferred Stock being converted, a number of shares of Common Stock equal to the interest payable on such Interest Payment Date Conversion Rate, together with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 13 and any dividend pursuant to Section 2(E), on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing third Trading Day immediately following the principal amount of the Security converted by the Applicable Conversion Price in effect on the relevant Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Upon satisfaction of the conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $271,000 into cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) into shares of Capital Common Stock at in accordance with the initial conversation rate provisions of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Section 10.14 of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Indenture; provided that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the corresponding Redemption Date, Date of such Security (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The Conversion Price shall, as of the date of the Indenture, initially be $12.19. The Conversion Rate shall, as of the date of the Indenture, initially be 82.0345. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including Liquidated Damages, if any) or dividends will be made. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the Ten Day Average Closing Stock Price (as defined in the Indenture). Delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligations with respect to a converted Security. Except as provided in Section 10.02(c) and Section 10.14(c) of the Indenture, any accrued interest (including Liquidated Damages, if any) payable on a converted Security will be deemed paid in full, rather than cancelled, extinguished or forfeited. To convert a Security, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached heretoConversion Agent, (2b) surrender the Security to a the Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionrelated interest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, if any) payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the Applicable Conversion Price in effect period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Purchase Notice or a Change of Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted into shares only if such notice of Capital Stockexercise is withdrawn in accordance with the terms of the Indenture.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15June 1, 20302029, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750) into shares of Capital Common Stock at the initial conversation rate of 0.73 2.4465 shares of Capital Class A Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 20.4375 per share of Capital Class A Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Class A Common Stock.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Debenture may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on April 24, New York City time2018; PROVIDED, on March 15HOWEVER, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to if a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . The number of shares of Common Stock to be delivered upon conversion of a Debenture into Common Stock per $1,000 of Principal Amount at Maturity shall be equal to the Conversion Rate. A Debenture in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Debenture may be converted only if the notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 13.794 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Debenture following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Debentures surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Debentures to be redeemed on a date within such period) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Debentures surrendered for conversion must be accompanied by payment ax xxxxxxxxd above, no interest on converted Debentures will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, Debenture a Holder must (1i) complete and manually sign the conversion notice on the back of the Debenture (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 1002 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepositary's book-entry conversion program, (2ii) surrender the Security Debenture to a Conversion AgentAgent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (3iii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iv) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will Book-entry delivery of a Debenture to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for interest or dividends, but any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Debenture if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Principal Amount at Maturity of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment portion is $1,000 or an integral multiple of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock, except as provided in the Indenture. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with any cash payment in lieu of fractional interestshares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Debenture being converted pursuant to the provisions hereof. The outstanding principal Conversion Rate will be adjusted for (i) dividends or distributions on Common Stock payable in Common Stock or other Capital Stock of the Company, (ii) subdivisions, combinations or certain reclassifications of Common Stock, (iii) distributions to all holders of Common Stock of certain rights, warrants or options to purchase Common Stock or securities convertible into Common Stock for a period expiring within 60 days after the applicable record date for such distribution at a price per share less than the Sale Price at the Time of Determination and (iv) distributions to such holders of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding certain cash dividends or other cash distributions). However, no adjustment need be made if Holders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Debenture into Common Stock may be changed into a right to convert it into the kind and amount of any Security shall be reduced by securities, cash or other assets that the portion of Holder would have received if the principal amount thereof Holder had converted into shares of Capital Stocksuch Holder's Debentures immediately prior to such transaction.

Conversion. The Holder Subject to the terms and conditions of any Security has the rightIndenture, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof Notes are convertible (or any portion 102 6 thereof that is an in integral multiple multiples of $271,000 principal amount) into shares of Capital Common Stock at in accordance with Article XII of the Eighteenth Supplemental Indenture. The initial conversation rate of 0.73 Conversion Rate is 123.7662 shares of Capital Common Stock for each per $27 in aggregate 1,000 principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyNotes, and are subject to adjustment under certain circumstancesin accordance with the provisions of the Indenture. If The Company will pay cash in lieu of any fractional share. Each conversion of a Security is called for redemption, Note will be settled in accordance with the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemptionIndenture. To convert a SecurityNote that is a certificated Note, a Holder must (1i) complete and manually sign the Conversion Notice on the back of the Note, or a conversion notice substantially in facsimile of the form attached heretoConversion Notice, (2) surrender and deliver such Conversion Notice to the Security to a Conversion Agent, (3ii) surrender the Note to the Conversion Agent, (iii) if required, furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and documents, (4iv) pay any all transfer or similar taxtaxes, if any, as required by Section 12.03 of the Eighteenth Supplemental Indenture, and (v) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 12.02(c) of the Eighteenth Supplemental Indenture; provided, however, that if such Note is represented by a Global Note, then in order to convert, the Holder must comply with the requirements (iii), (iv) and (v) and comply with the Depositary’s procedures for converting a beneficial interest in a Global Note. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after the close of business on the Regular an Interest Record Date for the payment of an installment of interest and prior to the opening open of business on the next immediately following Interest Payment Date, then, notwithstanding such conversion, the interest payable with respect to such Note on such Interest Payment Date will shall be paid on such Interest Payment Date to the registered Holder of record of such Security Note at the close of business on such Regular Interest Record Date. In ; provided, however, that such event, such SecurityNote, when surrendered for conversion, need not must be accompanied by payment to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date on the portion of such Note to be so converted. The number , except that no such payment is required (i) if the Company shall have specified a Redemption Date or Fundamental Change Repurchase Date that is after such Interest Record Date and on or prior to such Interest Payment Date, (ii) if the Conversion Date for such conversion is after the Interest Record Date that immediately precedes the Maturity Date, or (iii) to the extent of shares issuable upon conversion any Defaulted Interest, if any Defaulted Interest exist as of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Note may convert it into Class A Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on February 23, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2021. If a Security the Note is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company defaults to purchase such Note may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 11.8135 shares of Class A Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. In the event the Company exercises its option pursuant to the Indenture to have interest in lieu of Original Issue Discount and cash interest accrue on the Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Notes to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above, no interest on converted Notes will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a SecurityNote, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security Note to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee, if required and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but A Holder may convert a portion of a Note if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Principal Amount at Maturity of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment portion is $1,000 or an integral multiple of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on, or other distributions with respect to, the Class A Common Stock except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to, but excluding, the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if the Company has exercised the option provided for in paragraph 10 hereof, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the most recent Interest Payment Date following the date of such exercise to, but excluding, the Conversion Date) with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Note being converted pursuant to the terms hereof; and such cash, if any, and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount and cash interest (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued to, but excluding, the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights to purchase Class A Common Stock for a period expiring within 60 days at a price per share less than the portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Noteholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Note into shares Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Security set forth in Article 11 thereof), the Holder of any Security hereof has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030its option, to convert the principal amount thereof (hereof or any portion 102 6 thereof that of such principal which is an integral $1,000 or a multiple thereof, into, subject to Section 11.01 of $27) into the Indenture, cash and shares of Capital Stock Common Stock, if any, at the Conversion Rate. The initial conversation rate of 0.73 Conversion Rate (the “Initial Conversion Rate”) is 51.5318 shares of Capital Common Stock per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. Upon conversion, the Company shall deliver, for each $27 in aggregate 1,000 principal amount of Securities (equivalent to a conversion price being converted, cash and shares of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar taxCommon Stock, if required. Upon conversionany, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on Settlement Amount in accordance with the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion DateIndenture. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date or Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion but of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary. If an Event of Default shall occur and be continuing, the principal amount plus Interest through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and any Subsidiary Guarantors and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a cash adjustment majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company and any Subsidiary Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of or applicable to this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of the principal amount, Redemption Price, Fundamental Change Repurchase Price hereof on or after the respective due dates expressed herein or to convert the Securities in accordance with Article 11. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price of, and Interest on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any fractional interestsuch registration of transfer or exchange, but the Company and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The outstanding principal amount Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and the Security Registrar and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be reduced governed by and construed in accordance with the portion laws of the principal amount thereof converted into shares State of Capital StockNew York. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Conversion. The Holder Securities shall be convertible into shares of any Security has the right, exercisable Common Stock at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Maturity Date, in accordance with the terms of the Indenture and as set forth below. A Security, or portion of a Security, which has been called for Redemption pursuant to PARAGRAPH 6 may be surrendered in integral multiples of $1,000 principal amount for conversion into shares of Common Stock; provided, however, that such Security or portion thereof may be surrendered for conversion pursuant to this paragraph only until the close of business on the second Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults fails to pay the Redemption Price. The initial Conversion Price is $17.30 per share, subject to adjustment in making the event of certain circumstances as specified in the Indenture. The Company will deliver a check in payment due upon redemptionof accrued and unpaid interest (including Additional Interest) to but excluding the Conversion Date on the portion of the principal amount of a Security being converted, plus payment in lieu of any fractional share. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, and (4) pay any transfer tax or similar tax, duty if requiredrequired pursuant to the Indenture. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a portion of a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on if the portion so convertedis $1,000 principal amount or an integral multiple of $1,000 principal amount. The number Any shares of shares issuable Common Stock issued upon conversion of a Security is determined by dividing shall bear the principal amount Private Placement Legend until such shares are sold pursuant to an effective registration statement or until after the second anniversary of the later of the Issue Date and the last date on which the Company or any Affiliate was the owner of such shares or the Security (or any predecessor security) from which such shares were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws, as set forth in an Opinion of Counsel, unless otherwise agreed by the Applicable Conversion Price in effect on Company and the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockHolder thereof).

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on February 16, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2019. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 6.734 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing if the principal amount Principal Amount at Maturity of the Security converted by the Applicable Conversion Price such portion in effect on the Conversion Date$1,000 or an integral multiple of $1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any Security shall be reduced by the a Security, that portion of accrued Original Issue Discount (or interest if the principal amount thereof converted into shares Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of Capital Stock.107

Conversion. The Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Modified Security set forth in Section 16.01 thereof), the Holder of any Security hereof has the right, exercisable at any time prior its option upon not less than 3 days’ notice to 5:00 p.m., New York City time, on March 15, 2030the Company, to convert the principal amount thereof (Principal Amount hereof or any portion 102 6 thereof that of such principal which is $1,000 or an integral multiple thereof, into, subject to Section 16.02 of $27) into shares of Capital Stock the Indenture, Common Shares at the initial conversation conversion rate of 0.73 shares 250 Common Shares per $1,000 Principal Amount of Capital Stock for each $27 in aggregate principal amount of Modified Securities (the “Conversion Rate”) (equivalent to a conversion price Conversion Price of $37 per share of Capital Stock of the Company4.00). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under in certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially events described in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredIndenture. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing Modified Security, the principal amount Company will have the option to deliver Common Shares, cash or a combination of Common Shares and cash for the Security converted by Modified Securities surrendered, as set forth in the Applicable Conversion Price in effect on the Conversion DateIndenture. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Modified Securities for conversion. The Trustee will initially act as Conversion Agent. A Holder may convert fewer than all of such Holder’s Modified Securities so long as the Modified Securities converted are an integral multiple of US$1,000 principal amount. [INCLUDE IF MODIFIED SECURITY IS A GLOBAL SECURITY – In the event of a deposit or withdrawal of an interest in this Modified Security, including an exchange, transfer, repurchase or conversion of this Modified Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued but unpaid interest, including Additional Amounts, if any, may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Modified Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a cash adjustment majority in aggregate Principal Amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Modified Security shall be conclusive and binding upon such Holder and upon all future Holders of this Modified Security and of any Modified Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Modified Security. As provided in and subject to the provisions of the Indenture, the Holder of this Modified Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in Principal Amount of Outstanding Securities a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Modified Security for the enforcement of any payment of said principal hereof on or after the respective due dates expressed herein or for the enforcement of any conversion right. No reference herein to the Indenture and no provision of this Modified Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount, Redemption Price or Fundamental Change Purchase Price of, and interest, including Additional Amounts, if any, on, this Modified Security at the times, place and rate, and in the coin, currency or shares, herein prescribed. Notwithstanding the foregoing, prior to the occurrence of a Fundamental Change, the Company may, with the consent of the holders of not less than a majority of the Securities, amend the obligation of the Company to repurchase Securities upon a Fundamental Change. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Modified Security is registrable in the Security Register, upon surrender of this Modified Security for registration of transfer at the office or agency of the Company in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Modified Securities, of authorized denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees. The Modified Securities are issuable only in registered form in denominations of $1,000 and any integral multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate Principal Amount of Modified Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any fractional interestsuch registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The outstanding principal amount Prior to due presentment of this Modified Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Modified Security is registered as the owner hereof for all purposes, whether or not this Modified Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Modified Security shall be reduced governed by and construed in accordance with the portion laws of the principal amount thereof converted into shares State of Capital StockNew York. All terms used in this Modified Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Conversion. The A Holder of any this Security has may convert the rightSecurity into shares of Common Stock, exercisable so long as the conditions described in Section 1402 of the Indenture are met, at any time until the close of business on the Business Day prior to 5:00 p.m.the Stated Maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 4.7872 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. If the Company exercises its option pursuant to Section 1701 of the Indenture to have interest in lieu of Original Issue Discount accrue on this Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (unless such Securities or portions thereof have been called for redemption on a Redemption Date within such period) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of this Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of this Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the Option Exercise Date and (y) the date on which interest was last paid or duly provided for) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (and unpaid interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price (or Restated Principal Amount, if the Company has exercised its option provided for in "Tax Event") of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing which does not fail, from and after the Reset Date through June 15, 2028 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on March 15, 2030, any Redemption Date) to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750) into shares of Capital Stock Class A Common Stock. Prior to the Reset Date, each Security is convertible, at the initial conversation rate option of 0.73 the Holder into 1.5179 shares of Capital Class A Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 32.94 per share of Capital Stock Class A Common Stock). On and after the Reset Date, the Securities may, at the option of the Company)Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Class A Common Stock. The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business 5:00 p.m. New York City time on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Class A Common Stock.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on January 22, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2021. If a the Security is called for redemption, the conversion right will terminate at Holder may convert only until the close of business on the second Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 7.2676 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities with respect to which the Company has mailed a notice of redemption) must be accompanied by payment due upon of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. Securities surrendered for conversion during the period from the close of business on any date on which contingent interest accrues to the opening of business on the date on which such contingent interest is payable (except Securities with respect to which the Company has mailed a notice of redemption) must be accompanied by payment of an amount equal to the contingent interest with respect thereto that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no contingent interest on converted Securities will accrue after the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 11 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 11 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 11 hereof) accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the portion Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Subject to the provisions of Article X of the Indenture, a Holder of any a Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to may convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) such Security into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price Company if any of the conditions specified in effect at any time are known as paragraphs (a) through (e) of Section 10.01 of the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyIndenture is satisfied; provided, and are subject to adjustment under certain circumstances. If a however, that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the corresponding Redemption Date, Date of such Security (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securitywhen due, a Holder must (1) complete and sign a in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date for the payment of an installment of interest date such Default is cured and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Dateis redeemed). In such eventThe initial conversion price is $39.24 per share, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal subject to adjustment under certain circumstances as described in the interest payable on such Interest Payment Date on Indenture (the portion so converted"Conversion Price"). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. In the event of a conversion of a Security in a Principal Value Conversion, the Company has the option to deliver cash and/or Common Stock to the Holder of the Security surrendered for such conversion as provided in Section 10.02 of the Indenture. Upon conversion, no adjustment for interest, if any (including contingent interest, if any), or dividends will be made. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the current market price (as defined in the Indenture) of the Common Stock on the last Trading Day prior to the date of conversion. To convert a Security, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. If a Holder surrenders a Security for any fractional conversion between the record date for the payment of an installment of interest and the next interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including contingent interest. The outstanding , if any) and Liquidated Damages, if any, payable on such interest payment date on the principal amount of any the Security or portion thereof then converted; provided, however, that no such payment shall be reduced by required if such Security has been called for redemption on a Redemption Date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted into shares only if such notice of Capital Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day second business day immediately preceding the corresponding Redemption redemption date for such Security (the "Conversion Termination Date, ") (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securitywhen due, a Holder must (1) complete and sign a in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date date such default is cured and such Security is redeemed); provided, further, that if -------- ------- the Holder of a Security presents such Security for the payment of an installment of interest and redemption prior to the opening close of business on the next Interest Payment Conversion Termination Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid right of conversion shall terminate upon presentation of the Security to the registered Holder Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Security on such Regular Record Dateis redeemed). In such event, such Security, when surrendered for conversion, need not be accompanied by payment The initial Conversion Price is [insert conversion price of an amount equal to the interest payable on such Interest Payment Date 9 1/4% Preferred Stock on the portion so converteddate of exchange] per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of Security. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the Closing Price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay a transfer or similar tax, if required. A holder of a Security at the close of business on an interest payment record date shall be entitled to receive the interest and Liquidated Damages, if any, payable on the corresponding interest payment date notwithstanding the conversion thereof following the close of business on such interest payment record date and prior to the close of business on such interest payment date. However, if a Holder surrenders a Security for any fractional interestconversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. The outstanding In such event, the Security (except Securities called for redemption on a redemption date or with a Conversion Termination Date during such period) must be accompanied by payment of an amount equal to the interest and Liquidated Damages, if any, payable on such interest payment date on the principal amount of any the Security shall be reduced by the or portion thereof then converted. A Holder may convert a portion of the principal amount thereof converted into shares of Capital Stocka Security equal to $1,000 or any integral multiple thereof.

Conversion. The Holder Subject to the occurrence of any Security certain events and in compliance with the provisions of the Indenture, prior to the Stated Maturity of the Securities, the holder hereof has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030its option, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) its Securities into cash and shares of Capital Stock Common Stock, if any, at the an initial conversation rate Conversion Rate of 0.73 25.4463 shares of Capital Common Stock for each per $27 in aggregate 1,000 principal amount of the Securities (equivalent to a conversion price Conversion Price of approximately $37 39.30 per share of Capital Stock of the Companyshare). The Conversion Rate shall not be adjusted for any accrued and unpaid Interest and accrued and unpaid Liquidated Damages, if any. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion ratio of any Security. A Holder shall receive, however, accrued and equivalent conversion price unpaid Liquidated Damages, if any. In addition, no payment or adjustment shall be made in effect at respect of dividends on the Common Stock, except as set forth in the Indenture. The Company will notify Holders of any time are known event triggering the right to convert the Securities as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered a Repurchase Notice or Designated Event Repurchase Notice, as the "Applicable Conversion Price" and case may be, exercising the "Applicable Conversion Ratio," respectivelyoption of such Holder to require the Company to purchase such Security may be converted only if such Repurchase Notice or Designated Event Repurchase Notice, and are subject to adjustment under certain circumstancesas the case may be, is withdrawn in accordance with the terms of the Indenture. If To surrender a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Securityconversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents documents, (4) if required by Section 10.03 of the Security Registrar or Conversion Agent Indenture, pay Interest and (45) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will of Common Stock shall be issued upon conversion but of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment will be made for as provided in the Indenture. If the Company (i) is a party to a consolidation, merger, statutory share exchange or combination, (ii) reclassifies the Common Stock, or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any fractional interest. The outstanding principal amount of any Person, the right to convert a Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCommon Stock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture. In addition, if a Holder elects to convert its Securities in connection with certain corporate transactions that occur on or prior to June 15, 2009 and 10% or more of the consideration for the Common Stock in the such transaction consists of cash, securities or other property that is not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, the Company shall increase the Conversion Rate by the number of Additional Shares.

Conversion. The Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Security set forth in Article 11 thereof), the Holder of any Security hereof has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030its option, to convert the principal amount thereof (hereof or any portion 102 6 thereof that of such principal which is an integral $1,000 or a multiple thereof, into, subject to Section 11.01 of $27) into the Indenture, cash and shares of Capital Stock Common Stock, if any, at the Conversion Rate. The initial conversation rate of 0.73 Conversion Rate (the “Initial Conversion Rate”) is 51.5318 shares of Capital Common Stock per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. Upon conversion, the Company shall deliver, for each $27 in aggregate 1,000 principal amount of Securities (equivalent to a conversion price being converted, cash and shares of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar taxCommon Stock, if required. Upon conversionany, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on Settlement Amount in accordance with the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion DateIndenture. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date or Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion but of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary. If an Event of Default shall occur and be continuing, the principal amount plus Interest through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and any Subsidiary Guarantors and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a cash adjustment majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company and any Subsidiary Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of or applicable to this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price hereof on or after the respective due dates expressed herein or to convert the Securities in accordance with Article 11. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price of, and Interest on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any fractional interestsuch registration of transfer or exchange, but the Company and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The outstanding principal amount Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and the Security Registrar and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be reduced governed by and construed in accordance with the portion laws of the principal amount thereof converted into shares State of Capital StockNew York. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Conversion. The A Holder of any Security has a Note may convert it into Shares in accordance with the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 terms and conditions set forth in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Article 11 of the Company)Indenture. The conversion ratio and equivalent conversion price in effect initial Conversion Rate is 11.8316 Shares per $1,000 Principal Amount at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyMaturity, and are subject to adjustment under in certain circumstancesevents described in the Indenture. If The Company will deliver cash or a Security is called for redemption, check in lieu of any fractional Share. The Conversion Rate may be adjusted as provided in the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemptionIndenture. To convert a SecurityGlobal Note, a Holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC's conversion program. To convert a Note, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security Note to a the Conversion AgentAgent for cancellation, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay all funds required, if any, relating to Contingent Interest, if any, and Liquidated Damages, if any, on the Note to be converted for which the Holder is not entitled and pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but A Holder may convert a portion of a Note if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Principal Amount at Maturity of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment portion is $1,000 or an integral multiple of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on, or other distributions with respect to, any fractional interestShares except as provided in the Indenture. The outstanding principal amount On conversion of any Security a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date with respect to the converted Note and (except as provided below) accrued Contingent Interest, if any, and Liquidated Damages, if any, with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be reduced by deemed to be paid in full to the portion Holder thereof through the delivery of the principal amount thereof Shares (together with the cash payment, if any, in lieu of fractional Shares) in exchange for the Note being converted pursuant to the terms hereof; and the fair market value of such Shares (together with any such cash payment in lieu of fractional Shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Original Issue Discount and accrued Contingent Interest accrued through the Conversion Date, if any, and Liquidated Damages, if any, and the balance, if any, of the fair market value of such Shares shall be treated as delivered in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of its assets as, or substantially as, an entirety, or upon certain distributions described in the Indenture, the right to convert a Note into shares Shares may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another Person. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or withdrawal of an interest in this Note, including an exchange, transfer, repurchase or conversion of this Note in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.]

Conversion. Holders may surrender Securities for conversion into shares of Parent Common during any quarterly conversion period if the Closing Sales Price of the Parent Common Stock for at least 20 trading days in the 30 consecutive trading days ending on the first day of the quarterly conversion period is more than the percentage which shall initially be 120% and shall decline by .25% per semi- annual period over the life of the Securities to 110% (the "Applicable Percentage") of the Accreted Conversion Price on the first day of such quarterly conversion period. A "quarterly conversion period" will be the period from and including the 12th trading day in a fiscal quarter of the Parent to but not including the 12th trading day in the immediately following fiscal quarter of the Parent. Holders may also surrender Securities for conversion into shares of Parent Common Stock during the five Business Day period following the ten Business Days after any nine consecutive trading day period in which for each day the trading price of the Securities (as determined by the Trustee) is less than 95% of the product of the Closing Sales Price of the Parent Common Stock multiplied by the number of shares into which a Security is convertible for that period. The Holder "trading price" of the Securities on any date of determination means the average of the secondary market bid quotations per Security has obtained by the right, exercisable Conversion Agent for $10,000,000 principal amount at any time prior to 5:00 maturity of the Securities at approximately 3:30 p.m., New York City time, on March 15such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot reasonably be obtained by the Conversion Agent, 2030but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Conversion Agent, this one bid shall be used; and provided further that if there are different secondary market quotations for Securities that have been resold in transactions registered under any registration statement filed with the Commission (as defined in the Indenture) and Securities that have been resold pursuant to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple exemption from registration under the Securities Act provided by Rule 144 thereunder, the "trading price" of the Securities will be determined based on the higher of the two sets of market quotations. If the Conversion Agent cannot reasonably obtain at least one bid for $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate 10,000,000 principal amount of maturity of the Securities (equivalent to from a conversion price of $37 per share of Capital Stock nationally recognized securities dealer or, in the reasonable judgment of the Company, the bid quotations are not indicative of the secondary market value of the Securities, then the trading price of the Securities will equal (a) the then- applicable Conversion Rate of the Securities multiplied by (b) the closing price on the New York Stock Exchange of Parent Common Stock on such determination date. For the purposes of the immediately preceding paragraph, the term "nine consecutive trading day period" means any nine consecutive trading days during which the Conversion Agent determines the trading price of the Securities; provided that the Conversion Agent shall have no obligation to determine the trading price of the Securities unless requested by the Company; and provided further that the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the trading price of the Securities would be less than 95% of the product of the Closing Sales Price of the Parent Common Stock multiplied by the number of shares into which a Security is convertible; and at which time, the Company shall instruct the Conversion Agent to determine the trading price of the Securities beginning on the next trading day and on each successive trading day until the trading price is greater than or equal to 95% of the product of the Closing Sales Price of the Parent Common Stock and the number of shares into which a Security is convertible. If at the time of conversion pursuant to the second paragraph of this Paragraph 7 the Closing Sales Price of Parent Common Stock is greater than 100% of the Accreted Conversion Price but equal to or less than the Applicable Percentage of the Accreted Conversion Price, then the Holders will receive, in lieu of shares of Parent Common Stock based on the applicable Conversion Rate, at the Company's option, cash or shares of Parent Common Stock, or a combination of both cash and shares, with a value equal to the Accreted Principal Amount of the Securities on the Conversion Date ("Accreted Value Conversion"). The If there is an Accreted Value Conversion, the shares of Parent Common Stock will be valued at the average Closing Sales Price for the five trading days ending on the third trading day prior to the date of conversion. If the Company elects to pay all or a portion of the Accreted Principal Amount upon an Accreted Value Conversion in shares of Parent Common Stock, the Company will notify holders not less than nine trading days prior to the beginning of the five Business Day period in which Holders can convert their Securities pursuant to an Accreted Value Conversion. A Holder may also surrender for conversion ratio and equivalent a Security or portion of a Security which has been called for redemption pursuant to Paragraph 5 hereof, even if the foregoing provisions have not been satisfied. Such Securities may be surrendered for conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If following receipt of a Security is called for redemption, the conversion right will terminate at notice of redemption until the close of business on the Business Day immediately preceding prior to the corresponding Redemption Date. In the event that the Parent distributes to all holders of Parent Common Stock certain rights, unless for a period expiring within 60 days, as described in Section 1407 of the Indenture, or a dividend or a distribution, as described in Section 1408 of the Indenture where the fair market value of such dividend or distribution per share of Parent Common Stock, as determined in the Indenture, exceeds 15% of the Closing Sales Price of a share of Parent Common Stock as of the trading day prior to the date of declaration for such distribution, the Securities may be surrendered for conversion beginning on the date the Company defaults gives notice to the Holders of such right, which shall be not less than 20 days prior to the Ex-Dividend Time for such dividend or distribution, and at any time thereafter until the close of business on the Business Day prior to the Ex- Dividend Time or until the Company announces that such distribution will not take place. No adjustment to the ability of a Holder to convert will be made if such Holder will otherwise participate in making the payment due upon redemptiondividend or distribution without conversion. In addition, in the event the Parent is a party to a consolidation, merger or binding share exchange pursuant to which the shares of Parent Common Stock would be converted into cash, securities or other property as set forth in Section 1415 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date the Parent announces as the anticipated effective time until 15 days after the actual date of such transaction. If the Parent is a party to a consolidation, merger or binding share exchange pursuant to which the Parent Common Stock is converted into cash, securities or other property, at the effective time of the transaction, the right to convert a Security into shares of Parent Common Stock will be changed into a right to convert it into the kind and amount of cash, securities or other property which the Holder would have received if the Holder had converted its Securities immediately prior to the transaction. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Rate is 7.9318 shares of Parent Common Stock per $1,000 principal amount at maturity, subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion will receive cash in lieu of any fractional share of Parent Common Stock. To convert surrender a SecuritySecurity for conversion, a Holder must (1) complete and manually sign the irrevocable conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (43) pay any transfer or similar tax, if required. Upon conversionA Holder may convert a portion of a Security if the principal amount at maturity of such portion is $1,000 at maturity or an integral multiple of $1,000 at maturity, no subject to an upward adjustment in the event there is an increased accretion rate. No payment or payment adjustment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business dividends on the Regular Record Date shares of Parent Common Stock except as provided in the Indenture. Except as provided herein and in the Indenture, on conversion of a Security, the Holder will not receive any cash payment representing the Accreted Principal Amount with respect to the converted Securities. Instead, upon conversion the Company will deliver to the Holder a fixed number of shares of Parent Common Stock and any cash payment to account for fractional shares. The cash payment for fractional shares will be based on the payment Closing Sales Price of an installment of interest and the Parent Common Stock on the trading day immediately prior to the opening Conversion Date. Delivery of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date shares of Parent Common Stock will be paid deemed to satisfy the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal Company's obligation to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing pay the principal amount of the Security converted by the Applicable Conversion Price Securities, including accrued cash interest. Accrued cash interest will be deemed paid in effect on full rather than canceled, extinguished or forfeited. The Company will not adjust the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made Rate to account for any fractional accrued interest. The outstanding principal amount of any Security shall Conversion Rate will be reduced by the portion adjusted as provided in Article Fourteen of the principal amount thereof converted into shares of Capital StockIndenture. The Company may increase the Conversion Rate for at least 20 days, so long as the increase is irrevocable during such period.

Conversion. The Holder Lenders set forth on Schedule I are the lenders of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock record of the Company)portion of the Heartland Incremental Term B Loan set forth on Schedule I opposite such Lender’s name. Each such Lender represents and warrants that it holds such portion of the Heartland Incremental Term B Loan and has not assigned or participated the Heartland Incremental Term B Loan to any other person or entity. The conversion ratio Company and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business each Lender set forth on Schedule I hereby agree that on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must Second Amendment Effective Date (1) complete and sign a conversion notice substantially as defined in the form attached hereto, (2Amended Credit Agreement) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the Heartland Incremental Term B Loan set forth on Schedule I opposite such Lender’s name and owing to such Lender under the Existing Credit Agreement shall be converted (the “Conversion”) into a Term B Loan (as defined in the Amended Credit Agreement) in an aggregate principal amount thereof converted into shares equal to the amount set forth on Schedule I opposite such Lender’s name, as contemplated by and to be evidenced and governed by the Amended Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Amended Credit Agreement. In order to effect the Conversion, (a) the Administrative Agent has notified the Company that upon the Second Amendment Effective Date it will xxxx the Register to reflect the Heartland Incremental Term B CHAR1\1483064v4 Loan as no longer outstanding on the Second Amendment Effective Date and (b) each Lender set forth on Schedule I will have been deemed to become a party to the Amended Credit Agreement as a Term B Lender on the Second Amendment Effective Date in respect of Capital Stockthe Term B Loan in the amount set forth opposite such Lender’s name on Schedule I. The Conversion will not affect the right of any Lender to receive any accrued and unpaid interest with respect to the Heartland Incremental Term B Loan that is owed to such Lender, all of which shall be paid by the Company on the Second Amendment Effective Date (but it is understood and agreed that the Heartland Incremental Term B Loan shall not bear any interest from and after the Conversion). Furthermore, each Lender set forth on Schedule I agrees that, effective upon the Conversion and subject to receipt of such accrued and unpaid interest, it no longer holds any portion of the Heartland Incremental Term B Loan.

Conversion. The A Holder may convert his or her Security into Common Stock of any Security has the right, exercisable Company at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the earlier of (i) August 16, 2023, (ii) if the Security is called for Redemption by the Company, the Business Day immediately preceding the corresponding Redemption Date, (iii) if the Security is to be repurchased by the Company pursuant to a Repurchase Event, the Repurchase Date (provided that the holder has timely withdrawn, in accordance with the indenture, any Purchase Notice delivered with respect to the Security) or (iv) if the Security is to be purchased by the Company pursuant to a Repurchase at Holder’s Option, the applicable Option Purchase Date (provided that the holder has timely withdrawn, in accordance with the indenture, any Purchase Notice delivered with respect to the Security). The initial Conversion Rate is 49.6618 shares of Common Stock per $1,000 principal amount of Securities, or an effective initial Conversion Price of approximately $20.14 per share, subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver a check in lieu of any fractional share. On conversion no payment or adjustment for any unpaid and accrued interest, or liquidated damages with respect to, the Securities will be made. If a Holder surrenders a Security for conversion between the record date for the payment of interest and prior to the next interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder on such record date is to receive, unless the Company defaults Securities have been called for redemption as described in making the payment due upon redemptionIndenture. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, (4) pay the amount of interest, if any, the Holder may be paid as provided in the last sentence of the above paragraph and (45) pay any transfer or similar tax, tax if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a portion of a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on if the portion so convertedis $1,000 principal amount or an integral multiple of $1,000 principal amount. The number of Any shares issuable issued upon conversion of a Security is determined by dividing shall bear the principal amount Private Placement Legend until after the second anniversary of the later of the Issue Date and the last date on which the Company or any Affiliate was the owner of such shares or the Security (or any predecessor security) from which such shares were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws, as set forth in an the Opinion of Counsel, unless otherwise agreed by the Applicable Conversion Price in effect on Company and the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockHolder thereof).

Conversion. The Holder of any Security has Lenders set forth on the right, exercisable at any time Register (immediately prior to 5:00 p.m., New York City time, on March 15, 2030, giving effect to convert this Amendment) are the principal amount thereof (or any portion 102 6 thereof that is an integral multiple lenders of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock record of the Companyportion of the Term B-2 Loan set forth on the Register opposite such Lender’s name (each such Lender, a “Converting Lender”). Each such Converting Lender represents and warrants that it holds such portion of the Term B-2 Loan and has not assigned or participated such portion of the Term B-2 Loan to any other Person. The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionCompany, the conversion right will terminate at the close of business Administrative Agent and each Converting Lender hereby agree that on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record First Refinancing Facility Amendment Effective Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the Term B-2 Loan set forth on the Register (immediately prior to giving effect to this Amendment) opposite such Converting Lender’s name and owing to such Converting Lender under the Credit Agreement shall be converted (the “Conversion”) into a portion of the Term B-3 Loan in an aggregate principal amount thereof converted into shares equal to the amount set forth on the Register (immediately after giving effect to this Amendment) opposite such Converting Lender’s name, as contemplated by and to be evidenced and governed by the Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Credit Agreement, in each case, as amended by this Amendment. In order to effect the Conversion, (a) the Administrative Agent has notified the Company that upon the First Refinancing Facility Amendment Effective Date it will xxxx the Register to reflect the Term B-2 Loan as no longer outstanding on the First Refinancing Facility Amendment Effective Date and (b) each Converting Lender will have been deemed to become a party to the Credit Agreement as a Term B-3 Lender on the First Refinancing Facility Amendment Effective Date in respect of Capital Stockthe Term B-3 Loan in the amount set forth opposite such Converting Lender’s name on the Register (immediately after giving effect to this Amendment). The Conversion will not affect the right of any Converting Lender to receive any accrued and unpaid interest with respect to the Term B-2 Loan that is owed to such Converting Lender, all of which shall be paid by the Company on the First Refinancing Facility Amendment Effective Date (but it is understood and agreed that the Term B-2 Loan shall not bear any interest from and after the Conversion). Furthermore, each Converting Lender agrees that, effective upon the Conversion and subject to receipt of such accrued and unpaid interest, it no longer holds any portion of the Term B-2 Loan.

Conversion. The A Holder of a Security may convert the principal amount of such Security (or any Security has the right, exercisable portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to 5:00 p.m.the close of business on the Business Day immediately prior to the Final Maturity Date, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 Conversion Price then in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyeffect; provided, and are subject to adjustment under certain circumstances. If a however, that, if such Security is called for redemptionredemption or submitted or presented for purchase pursuant to Article 3 of the Indenture, the such conversion right will shall terminate at the close of business on the Redemption Date or at the close of business on the Business Day immediately preceding prior to the corresponding Redemption Change of Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securityor Change of Control Purchase Price payment when due, a Holder must (1) complete and sign a in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date for the payment of an installment of interest date such default is cured and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Dateis redeemed or purchased, as the case may be). In such eventThe initial Conversion Price is $23.00 per share, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal subject to adjustment under certain circumstances as provided in the interest payable on such Interest Payment Date on the portion so convertedIndenture. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Applicable Conversion Price in effect on the Conversion Date, as adjusted pursuant to the Indenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for paid in cash based upon the Sale Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security 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 fractional funds related to interest, if required to be paid by such Holder under Section 4.2 of the Indenture and pay any transfer or similar tax, if required to be paid by such Holder under Section 4.4 of the Indenture. The outstanding principal amount of any Security shall be reduced by the A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change of Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Security may be converted into shares only if the Change of Capital StockControl Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Conversion. The A Holder of any Security has a Debenture may convert such Debenture into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, redemption date for such Debenture (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securitywhen due, a Holder must (1) complete and sign a in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for the payment of an installment of interest and redemption prior to the opening close of business on the next Interest Payment Date, then, notwithstanding Business Day immediately preceding the redemption date for such conversionDebenture, the interest payable on such Interest Payment Date will be paid right of conversion shall terminate upon presentation of the Debenture to the registered Holder of such Security on such Regular Record Date. In such eventTrustee (unless the Company shall default in making the redemption payment when due, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to in which case the interest payable on such Interest Payment Date conversion right shall terminate on the portion so convertedclose of business on the date such default is cured and such Debenture is redeemed). The initial Conversion Price is $27.09 per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture, except as described in the next succeeding paragraph, or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by paid in cash based upon the portion closing sale price of the principal amount thereof Common Stock on the last Trading Day prior to the Conversion Date. A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Debenture may be converted into shares only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the terms of Capital Stockthe Indenture.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Note may convert it into Class A Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on February 23, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2021. If a Security the Note is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company defaults to purchase such Note may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 11.8135 shares of Class A Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. In the event the Company exercises its option pursuant to the Indenture to have interest in lieu of Original Issue Discount and cash interest accrue on the Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Notes to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above, no interest on converted Notes will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a SecurityNote, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security Note to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee, if required and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but A Holder may convert a portion of a Note if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Principal Amount at Maturity of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment portion is $1,000 or an integral multiple of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on, or other distributions with respect to, the Class A Common Stock except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date (or, if the Company has exercised the option provided for in paragraph 10 hereof, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the first Interest Payment Date following the date of such exercise through the Conversion Date) with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Note being converted pursuant to the terms hereof; and such cash, if any, and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount and cash interest (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights to purchase Class A Common Stock for a period expiring within 60 days at a price per share less than the portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Noteholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Note into shares Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder Subject to the provisions of any Security has the rightIndenture, exercisable unless ---------- previously redeemed, the Notes are convertible (in denominations of (Euro)1.00 principal amount at maturity or integral multiples thereof), at the option of the holder thereof, into Capital Stock of the Company at any time after 365 days following the Issue Date and prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple maturity date. The number of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The Company ("Conversion Shares") issuable upon conversion ratio and equivalent conversion price in effect at any time are known as of the "Applicable Conversion Price" and Notes is equal to the "Applicable Conversion Ratio," respectivelyprincipal amount of the Notes being converted (on the date of conversion) divided by (Euro)25.00, and are subject to adjustment under certain circumstancesas provided in the Indenture (the "Conversion Ratio"). Except as described below, no adjustment will be made on conversion of any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) after a Security record date for the payment of interest and prior to the next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion of Notes (including pursuant to the mandatory conversion feature described below) and, in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of the Common Stock on the last Trading Day prior to the day of conversion. In the case of Notes called for redemption, the conversion right rights will terminate expire at the close of business on the Business Trading Day immediately next preceding the corresponding Redemption Datedate fixed for redemption, unless the Company defaults in making payment of the payment due upon redemptionredemption price. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar taxIn addition, if required. Upon conversionthe closing price on the Neuer Markt of the Common Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the 30-day period being referred to as the "Market Criteria Period"), no adjustment or payment and the Conversion Shelf Registration Statement described in paragraph 2 hereof is effective and available, all of the Notes will be made for interest or dividendsautomatically converted into that number of Conversion Shares derived by application of the Conversion Ratio; provided, but however, that if any Holder surrenders a Security for conversion the Market Criteria is satisfied during the first year after the close Closing Date, the conversion will not occur until the one-year anniversary of business the Closing Date and will occur only if the closing price on the Regular Record Date for Neuer Markt of the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable Common Stock is at least (Euro)32.00 on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventdate: Closing ------- 12 Months Beginning Price -------------------- ----- August 15, such Security1999 (Euro)32.00 August 15, when surrendered for conversion2000 (Euro)38.46 August 15, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The number of shares issuable upon conversion of a Security is determined by dividing the principal amount denominator of the Security converted by the Applicable Conversion Price Ratio is subject to adjustment as provided in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion Section 10.5 of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Series A Convertible Debenture may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m., New York City time, before the close of business on March August 15, 20302005; provided, to convert the principal amount thereof (or any portion 102 6 thereof however, that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to if a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Series A Convertible Debenture is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Series A Convertible Debenture in respect of which a Holder is exercising such Holder's option to require the Company defaults to purchase such Series A Convertible Debenture upon a Repurchase Event may be converted only if the notice of exercise is withdrawn in making accordance with the payment due upon redemptionterms of the Indenture. The initial conversion price is $54.00 per share of Common Stock, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, Series A Convertible Debenture a Holder must (1i) complete and manually sign the conversion notice on the back of the Series A Convertible Debenture or complete and manually sign a facsimile of such notice to the Conversion Agent (or the office or agency referred to in Section 5.2 of the First Supplemental Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepository's book-entry conversion program, (2ii) surrender the Security Series A Convertible Debenture to a Conversion AgentAgent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (3iii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iv) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will Book-entry delivery of a Series A Convertible Debenture to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for interest or dividends, but any Series A Convertible Debenture that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Series A Convertible Debenture if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number is $1,000 or an integral multiple of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock, except as provided in the Indenture. The conversion price will be subject to adjustment upon the occurrence of any of the following events: (i) the subdivision, combination or reclassification of outstanding principal shares of Common Stock; (ii) the payment in shares of Common Stock of a dividend or distribution on any class of capital stock of the Company; (iii) the issuance of rights or warrants to all holders of Common Stock entitling them to acquire shares of Common Stock at a price per share less than the Current Market Price; (iv) the distribution to all holders of Common Stock of shares of capital stock other than Common Stock, evidences of indebtedness, cash and dividends, distributions, rights and warrants referred to above); (v) a distribution consisting exclusively of cash (excluding any cash distributions referred to in (iv) above) to all holders of Common Stock in an aggregate amount that, together with (A) all other cash distributions (excluding any cash distributions referred to in (iv) above) made within the 12 months preceding such distribution and (B) any cash and the fair market value of other consideration payable in respect of any tender offer by the Company or a subsidiary of the Company for the Common Stock consummated within the 12 months preceding such distribution, exceeds 15% of the Company's market capitalization (determined as provided in the Indenture) on the date fixed for determining the stockholders entitled to such distribution; and (vi) the consummation of a tender offer made by the Company or any subsidiary of the Company for the Common Stock which involves an aggregate consideration that, together with (X) any cash and other consideration payable in respect of any respect of any tender offer by the Company or a subsidiary of the Company for the Common Stock consummated with the 12 months preceding the consummation of such tender offer and (Y) the aggregate amount of all cash distributions (excluding any Security cash distributions referred to in (iv) above) to all holders of the Common Stock within the 12 months preceding the consummation of such tender offer, exceeds 15% of the Company's market capital capitalization at the date of consummation of such tender offer. No adjustment of the conversion price will be required to be made until cumulative adjustments amount to at least one percent of the conversion price, as last adjusted. Any adjustment that would otherwise be required to be made shall be reduced by carried forward and taken into account in any subsequent adjustment. If the portion Company is a party to a consolidation or merger of the principal type specified in the Indenture, or certain transfers of all or substantially all of its assets to another Person, or in certain other circumstances described in the Indenture the right to convert a Series A Convertible Debenture into Common Stock may be changed into a right to convert it into the kind and amount thereof of securities, cash or other assets that the Holder would have received if the Holder had converted into shares of Capital Stocksuch Holder's Series A Convertible Debentures immediately prior to such transaction.

Conversion. The Holder holder of any Security has the right, exercisable at any time after one year following the Issuance Date and prior to 5:00 p.m., New York City time, the close of business on March 15, 2030the Business Day immediately preceding the final maturity date of the Security, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $271.00) into shares of Capital Stock Ordinary Shares at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 0.87 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstancescircumstances as provided in the Indenture. If a Security is called Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Depositary the appropriate instructions for redemption, conversion pursuant to the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemptionDepositary's procedures. To convert a certificated Security, a Holder the holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below (or complete and manually sign a facsimile thereof) and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredrequired by the Conversion Agent. Upon conversion, no payment or adjustment or payment will be made for accrued and unpaid interest on a converted Security or dividendsfor dividends or distributions on Ordinary Shares issued upon conversion of a Security, but except that, if any Holder Noteholder surrenders a Security for conversion after the close of business on the Regular Record Date any record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Datesucceeding interest payment date, then, notwithstanding such conversion, the accrued and unpaid interest payable on such Interest Payment Date will Security on such interest payment date shall be paid on such interest payment date to the registered Holder person who was the holder of such Security at the close of business on such Regular Record Daterecord date. In the case of any Security surrendered for conversion after the close of business on a record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, unless such eventSecurity is to be repurchased on a Change of Control Payment Date after such record date and prior to such interest payment date, such Security, when surrendered for conversion, need not must be accompanied by payment of in an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion principal amount of such Security so converted. Holders of Ordinary Shares issued upon conversion will not be entitled to receive any dividends payable to holders of Ordinary Shares as of any record time before the close of business on the Conversion Date. The number of shares Ordinary Shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but the Company will issue an additional Ordinary Share in lieu of issuing the fractional share. A Security in respect of which a cash adjustment will holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Security may be made for any fractional interestconverted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The outstanding principal amount above description of any Security shall be reduced by the portion conversion of the principal amount Securities is qualified by reference to, and is subject in its entirety to, the more complete description thereof converted into shares of Capital Stockcontained in the Indenture.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Class B Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on June 23, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2020. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 5.6024 shares of Class B Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class B Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class B Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Class B Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) and (except as provided below) accrued cash interest attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class B Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Class B Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) and cash interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class B Common Stock payable in Class B Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class B Common Stock; distributions to all holders of Class B Common Stock of certain rights to purchase Class B Common Stock for a period expiring within 45 days at less than the portion Market Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Class B Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Subject to the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at its option, at any time following the date of issuance of the Securities and prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately next preceding March 15, 2007 (except that with respect to any Security or portion of a Security which shall be called for redemption, prior to the corresponding close of business five days prior to the Redemption Date) (unless the Company shall default in payment of the Redemption Price), to convert the Principal Amount hereof or any portion of such principal which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock, as said shares shall be constituted at the date of conversion, obtained by dividing the Principal Amount of this Security or portion thereof to be converted by the conversion price of $24.34 (the "CONVERSION PRICE") as adjusted from time to time as provided in the Indenture, upon surrender of this Security, together with a Conversion Notice as provided in the Indenture, to the Company at the office or agency of the Company maintained for that purpose in Boston, Massachusetts, which is initially the Corporate Trust Office, and, unless the Company defaults shares issuable on conversion are to be issued in making the payment due upon redemption. To convert a same name as this Security, a duly endorsed by, or accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder must (1) complete and sign a conversion notice substantially or by his duly authorized attorney. No adjustment in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements respect of interest or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment dividends will be made for interest or dividendsupon any conversion; PROVIDED, but HOWEVER, that, if any Holder surrenders a this Security shall be surrendered for conversion after during the period from the close of business on the any Regular Record Date for the payment of an installment of interest and prior to through the opening close of business on the Business Day next preceding the following Interest Payment Date, thenand has not been called for redemption on a Redemption Date that occurs during such period, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not (or portion thereof being converted) must be accompanied by payment of an amount amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the portion so Principal Amount being converted. The number ; PROVIDED, HOWEVER, that no such payment shall be required if there shall exist at the time of shares issuable upon conversion a default in the payment of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect interest or Additional Amounts on the Conversion DateSecurities. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. Any Securities called for redemption, unless surrendered for conversion but by the Holders thereof on or before the close of business five days prior to the date fixed for redemption, may be deemed to be redeemed from such Holders for an amount equal to the applicable Redemption Price, by one or more investment banks or other purchasers who may agree with the Company (i) to purchase such Securities from the Holders thereof and convert them into shares of the Common Stock and (ii) to make payment for such Securities as aforesaid to the Trustee in trust for the Holders. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a cash deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended, upon the request of a Holder of a Restricted Security, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities, or to a prospective purchaser of any such security designated by any such Holder, to the extent required to permit compliance by any such Holder with Rule 144A under the Securities Act of 1933, as amended (the "SECURITIES ACT"). "RULE 144A INFORMATION" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).] If an Event of Default shall occur and be continuing, the Principal Amount plus interest accrued and Additional Amounts, if any, through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate Principal Amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in Principal Amount of Outstanding Securities a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of said principal hereof or interest hereon on or after the respective due dates expressed herein or for the enforcement of any conversion right. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount or Fundamental Change Repurchase Price of, and interest and Additional Amounts, if any, on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in Boston, Massachusetts, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any integral multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate Principal Amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any fractional interestsuch registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The outstanding principal amount 18 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be reduced affected by notice to the portion of contrary. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All terms used in this Security which are defined in the principal amount thereof converted into shares of Capital Stock.Indenture shall have the meanings assigned to them in the Indenture. 19

Conversion. The Subject to and upon compliance with the provisions of this Indenture, a Holder of any Security has the righta Note may, exercisable at such Holder’s option, convert such Note at any time on or prior to 5:00 p.m.the Close of Business on the Business Day immediately preceding May 8, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) 2019 into fully paid and non-assessable shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price Company at the Conversion Rate in effect at the time of the conversion. Subject to and upon compliance with the provisions of this Indenture, after receiving a notice of redemption specified in Section 3.07 of the Indenture, a Holder of a Note may, at such Holder’s option, convert such Note at any time are known as on or prior to the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close Close of business Business on the Business Day immediately preceding the corresponding Redemption Date, unless Date specified in such notice into fully paid and non-assessable shares of Junior Convertible Preferred Stock with a liquidation preference equal to the Company defaults in making the payment due upon redemptionprincipal amount of such Note. To convert a SecurityNote represented by a Global Note, a Holder Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the DTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a conversion notice substantially in the Conversion Notice, a form of which is attached hereto, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Security Note to a the Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay any all transfer or similar taxtaxes. The Company will not issue a fractional share of Common Stock upon conversion of a Note but, if requiredinstead, will deliver Cash in lieu of a fractional share as described in the Indenture. Upon conversionconversion of Note, no adjustment a Holder will not receive, except as provided below or in the Indenture, any separate Cash payment will be made for interest or dividends, but if any Holder surrenders a Security representing accrued interest. Holders of Notes surrendered for conversion after during the close period from the Close of business Business on the any Regular Record Date for the payment of an installment of interest and prior next preceding any Interest Payment Date to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on of such Interest Payment Date will be paid to receive the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the semiannual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion, and such Notes upon surrender must be accompanied by funds equal to the amount of such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the portion so convertedcorresponding Interest Payment Date or (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Note. The number Company shall not be required to convert any Notes that are surrendered for conversion without payment of shares issuable upon conversion of a Security is determined interest as required by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Datethis paragraph. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on, or other distributions with respect to, any fractional interestCommon Stock except as provided for in the Indenture. The outstanding principal amount Notes in respect of any Security shall be reduced which a Fundamental Change Purchase Notice has been given by the portion of Holder thereof may not be converted pursuant to the principal amount thereof converted into shares of Capital StockIndenture unless the Fundamental Change Purchase Notice has first been validly withdrawn in accordance with the Indenture.

Conversion. The Holder holder of any Security Note has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of the Note's maturity, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $271,000) into fully paid and nonassessable whole shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 27.46 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Note is called for redemptionredemption or repurchase, as the case may be, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Datedate fixed for redemption or repurchase, unless as the case may be. A Note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company defaults to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in making accordance with the payment due upon redemptionterms of the Indenture. To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice substantially in the form attached heretoset forth below, (2) surrender the Security Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount Any Note or portion thereof surrendered for conversion after the close of any Security business on a Record Date for payment of interest and prior to the opening of business on the next succeeding Interest Payment Date shall be reduced accompanied by payment, in funds acceptable to the portion Company, of an amount equal to the interest thereon that is to be paid on such Interest Payment Date on the principal amount being converted (unless any such Note or portion thereof being converted into shall have been called for redemption on a redemption date occurring between the close of business on such Record Date and the opening of business on such Interest Payment Date, in which case no such payment shall be required); provided, -------- however, that no such payment need be made if there shall exist at the time of ------- conversion a default in the payment of interest on the Notes. An amount equal to such payment shall be paid by the Company on such Interest Payment Date to the holder of such Notes at the close of business on such Record Date; provided, -------- however, that, if the Company shall default in the payment of interest on such ------- Interest Payment Date, such amount shall be paid to the Person who made such required payment. Except as provided in the Indenture, no payments or adjustments shall be made upon conversion on account of accrued interest on the Notes or for any dividends or distributions on any shares of Capital StockCommon Stock delivered upon the conversion of such Notes. The above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program and follow the other procedures set forth in such program. Upon the conversion of a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby.

Conversion. The Subject to the provisions of Article 11 of the Indenture, a Holder of any Security has the right, exercisable at any time a Debenture may convert such Debenture prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) Effective Time into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio Company if any of the conditions specified in paragraphs(a) through (e) of Section 11.01 of the Indenture is satisfied, and equivalent conversion price subject to the provisions of Article 11A of the Indenture, a Holder of a Debenture may convert such Debenture from and after the Effective Time into the Cash Conversion Amount in effect at any time are known as cash and WPP ADSs representing a number of WPP Ordinary Shares equal to the "Applicable Stock Conversion Amount divided by the Conversion Price" and the "Applicable Conversion Ratio," respectively; provided, and are subject to adjustment under certain circumstances. If a Security however, that if such Debenture is called for redemption, the conversion right will terminate on the second Business Day immediately preceding the Redemption Date of such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the Business Day immediately preceding date such Default is cured and such Debenture is redeemed). The initial conversion price prior to the corresponding Redemption DateEffective Time is $961.20 per share of Common Stock, unless and the initial conversion price from and after the Effective Time is $8.84 per WPP Ordinary Share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of shares of Common Stock issuable upon conversion of a Debenture prior to the Effective Time is determined by dividing the principal amount of Debentures converted by the Conversion Price in effect on the conversion date. The number of WPP Ordinary Shares represented by WPP ADSs issuable upon conversion of a Debenture from and after the Effective Time is determined by dividing (a) the Stock Conversion Amount by (b) the Conversion Price in effect on the conversion date. In the event of a conversion of a Debenture prior to the Effective Time, the Company defaults has the option, in making lieu of delivering shares of Common Stock, to pay the payment due Holder surrendering such Debenture an amount of cash determined in accordance with Section 11.02 of the Indenture. Upon conversion, no adjustment for interest (including Contingent Interest and Additional Amounts, if any), or dividends will be made. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon (i) if conversion occurs prior to the Effective Time, the current Market Price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion and (ii) if conversion occurs from and after the Effective Time, the current WPP Market Price (as defined in the Indenture) of WPP ADSs on the last trading day prior to the date of conversion. To convert a SecurityDebenture, a Holder must (1a) complete and sign a the irrevocable conversion notice substantially in set forth below (copies of which may also be obtained from the form attached hereto, (2Conversion Agent) surrender and deliver such notice to the Security to a Conversion Agent, (3b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in the Borough of Manhattan, The City of New York, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon conversionsatisfaction of such requirements, no adjustment or payment will be made for interest or dividendsthe Conversion Agent shall, but if any on behalf of such Holder, immediately convert such Debentures into, prior to the Effective Time, Common Stock (unless the Company has elected to pay cash in lieu of delivering shares of Common Stock) and, from and after the Effective Time, the Cash Conversion Amount and WPP ADSs representing the number of WPP Ordinary Shares described above. If a Holder surrenders a Security Debenture for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next related Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Debenture must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, if any), payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Debenture or portion thereof then converted; provided, however, that no such payment shall be required if such Debenture has been called for redemption on a Redemption Date within the Applicable Conversion Price in effect period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Conversion Interest Payment Date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Debenture equal to $1,000 or any integral multiple thereof. A Debenture in respect of which a Holder has delivered a Holder Change of Control Acceptance Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.11 or a Purchase Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.16 of the Indenture may be converted into shares only if such notice of Capital Stockexercise is withdrawn in accordance with the terms of the Indenture."

Conversion. The A Holder of any a Security has may convert the right, exercisable Security into shares of Common Stock at any time until the close of business on the Business Day prior to 5:00 p.m.the Stated Maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 8.6075 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Holder of any Security Debenture has the right, exercisable at any time prior to 5:00 p.m., beginning 90 days following the first date of original issuance of the Convertible Preferred Securities and on or before the close of business (New York City time) on December 1, 2026 (or, in the case of Debentures called for redemption (either at the option of the Company or pursuant to a Tax Event), on March 15, 2030the fifth Business Day immediately preceding the Redemption Date), to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750.00) into fully paid and nonassessable shares of Capital Common Stock of the Company at the an initial conversation conversion rate of 0.73 1.339 shares of Capital Common Stock for each $27 50.00 in aggregate principal amount of Securities Debentures (equivalent equal to a conversion price of approximately $37 37.34 per share of Capital Stock of the CompanyCommon Stock). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security Debenture converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding Outstanding principal amount of any Security Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock. To convert a Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest 110 103 Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the last paragraph of Section 3.07 and this paragraph) be paid to the Company upon a Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The (a)(i) Conversions at Option of Holder. Each share of Preferred Stock ------------------------------- shall be convertible into shares of Common Stock (subject to the limitations set forth in Section 5(a)(iii)), at the Conversion Ratio (as defined in Section 8), at the option of the Holder of any Security has the right, exercisable at any time prior and from time to 5:00 p.m.time from and after July 28, New York City time, on March 15, 2030, to convert the principal amount thereof 1999 (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Initial Conversion Price" Date"); provided, that, (A) on and after ----------------------- -------- the "Applicable Initial Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must shall only be entitled to convert up to 25% of the number of shares of Preferred Stock issued to it on the Original Issue Date, (1B) complete on and sign after the first month anniversary of the Initial Conversion Date, a Holder shall only be entitled to convert up to 50% of the number of shares of Preferred Stock issued to it on the Original Issue Date, on a cumulative basis, (C) on and after the second month anniversary of the Initial Conversion Date, a Holder shall only be entitled to convert up to 75% of the number of shares of Preferred Stock issued to it on the Original Issue Date, on a cumulative basis and (D) on and after the third month anniversary of the Initial Conversion Date, a Holder shall be entitled to convert all of the shares of Preferred Stock originally issued to it on the Original Issue Date. Holders shall effect conversions by surrendering the certificate or certificates representing the shares of Preferred Stock to be converted to the Compnay, together with the form of conversion notice substantially in attached hereto as Exhibit A (a --------- "Conversion Notice"). Each Conversion Notice shall specify the form attached heretonumber of shares ----------------- of Preferred Stock to be converted and the date on which such conversion is to be effected, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will which date may not be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on date the next Interest Payment Holder delivers such Conversion Notice by fascimile (the "Conversion Date, then, notwithstanding such conversion"). If no Conversion Date --------------- is specified in a Conversion Notice, the interest payable on such Interest Payment Conversion Date will shall be paid to the registered date that the Conversion Notice is deemed delivered hereunder. If the Holder is converting less than all shares of such Security on such Regular Record Date. In such eventPreferred Stock represented by the certificate or certificates tendered by the Holder with the Conversion Notice, such Security, when surrendered for conversion, need or if a conversion hereunder cannot be accompanied by payment of an amount equal effected in full for any reason, the Company shall promptly deliver to such Holder (in the interest payable on such Interest Payment Date on manner and within the portion so converted. The time set forth in Section 5(b)) a certificate representing the number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockPreferred Stock as have not been converted.

Conversion. The Holder Subject to the provisions of any this paragraph 8, a holder of a Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to may convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) such Security into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital GGD Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a the Security is called for redemption, the conversion right will terminate holder may convert such Security at any time before the close of business on the Business Day business day immediately preceding the corresponding Redemption Date, redemption date (unless the Company defaults in making payment of the payment due upon redemptionredemption price, in which case the conversion right will terminate on the date such default is cured). The holder may also convert such Security at any time before the close of business on its maturity date. The initial conversion price is $39.60 per share, subject to adjustment in certain events. The number To convert a Security, a Holder holder must (1) complete and sign a the conversion notice substantially in on the form attached heretoreverse of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish the appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or similar tax, if requireddelivery of GGD Stock in the name of a Person other than the Holder thereof. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders A holder may convert a portion of a Security for conversion after if the close portion is $1,000 or an integral multiple of business $1,000. If GGD Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification through the Assignment Form attached hereto. If the restrictions on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion transfer of a Security is determined by dividing set forth in the principal amount first paragraph of the face of the Security converted by remain in effect, all shares of GGD Stock delivered upon conversion thereof shall bear a restrictive legend substantially in the Applicable Conversion Price in effect form of such paragraph. The conversion price will be adjusted for the issuance of capital stock of the Company as a dividend or distribution on its GGD Stock; subdivisions, combinations or certain reclassifications of GGD Stock; distributions to all holders of GGD Stock of rights or warrants to purchase GGD Stock at less than the Conversion Datecurrent market price at the time; distributions to such holders of GGD Stock of cash, debt securities (or other evidences of indebtedness) or other assets of the Company (excluding dividends or distributions for which adjustment is required to be made pursuant to another provision); certain dividends or other distributions consisting exclusively of cash to all holders of GGD Stock; or for payments to holders of GGD Stock pursuant to certain tender or exchange offers. No fractional shares adjustment in the conversion price will be issued upon required unless such adjustment would require a change of at least 1% in the conversion but price then in effect; provided that any adjustment that If the Company is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding GGD Stock, the right to convert a Security into GGD Stock may be changed into a right to convert it into securities, cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion or other assets of the principal amount thereof converted into shares of Capital StockCompany or another person.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has the right, exercisable may convert it at any time prior to 5:00 p.m., New York City time, before the close of business on March 1511, 20302018; provided, to convert the principal amount thereof (or any portion 102 6 thereof however, that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If if a Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock for each $1,000 of Principal Amount shall be equal to the Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 19.109 shares of Common Stock per 1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with Article XI of the Indenture, whether or not the Company has delivered a notice pursuant to Section 11.02 thereof to the effect that the conversion price will be paid in cash. The amount of cash to be paid for each $1,000 Principal Amount of a Security shall be equal to the Sale Price of a share of Common Stock on the Trading Day immediately preceding prior to the corresponding Redemption Daterelated Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of Article XI of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, unless on or after, as the case may be, the Conversion Date or the date on which the Company defaults delivers its notice of whether each Security shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a default in making such payment on such Securities), provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such cash is paid. In the event the Company exercises its option pursuant to Section 12.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock (or, at the Company's option, the same amount of cash in lieu thereof) such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, Security a Holder must (1i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepositary's book entry conversion program, (2ii) surrender the Security to a Conversion AgentAgent by physical or book entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book entry conversion program), (3iii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iv) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion Book entry delivery of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on to the Conversion DateAgent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of shares of Common Stock (and any cash in lieu of fractional interestshares) or cash in exchange for the Security being converted pursuant to the terms hereof. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder of any Security has the right, exercisable at any time prior to on or before 5:00 p.m., p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Securities, on March 15, 2030whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750) into fully paid and nonassessable shares of Capital Common Stock of the Company at the an initial conversation conversion rate of 0.73 [ ] shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent equal to a conversion price of $37 [ ] per share of Capital Stock of the CompanyCommon Stock). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock. To convert a Security, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Security to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company 110 Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder of Subject to the provisions hereof and the Indenture and notwithstanding the fact that any Security other condition to conversion has not been satisfied, Holders may convert the rightSecurities into the Company’s Class A common stock on or after August 25, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 20302011, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27and including) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Maturity Date at any time, at the option of the Holder, through Maturity. A Holder may convert Series B Notes in multiples of $1,000 principal amount into Class A common stock. The Series B Notes’ Conversion Price per share of Class A common stock will initially equal $8.00 and the Series B Notes’ Conversion Rate will initially equal 125 shares per $1,000 principal amount of Series B Notes. The Company will deliver cash in lieu of any fractional share of Class A common stock in such amount as is equal to the applicable portion of the then current sale price of the Company’s Class A common stock on the Trading Day immediately preceding the Conversion Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment The date a Holder complies with these requirements is the “Conversion Date” with respect to the Securities to be converted. Such Securities will be made for interest or dividends, but if any Holder surrenders a Security for conversion after deemed to have been converted immediately prior to the close of business on the Conversion Date. If a Holder’s interest is a beneficial interest in a Global Security, in order to convert a Security a Holder must comply with requirements (2), (3) and (4) set forth above and comply with the Depositary’s procedures for converting a beneficial interest in a Global Security. A Holder may convert a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Class A common stock except as provided in the Indenture. Upon conversion of a Security, a Holder will receive a cash payment of interest representing accrued and unpaid interest, except if such conversion occurs during the period from the close of business on any Regular Record Date for the payment of an installment of interest and prior next preceding any Interest Payment Date to the opening of business on the next such Interest Payment Date, then, notwithstanding . Holders of Securities surrendered for conversion during such conversion, period will receive the semiannual interest payable on such Interest Payment Date Securities on the corresponding interest payment date notwithstanding the conversion. The Conversion Rate will not be adjusted for accrued and unpaid interest. A certificate for the number of full shares of Class A common stock into which any Security is converted, together with any cash payment for fractional shares, will be paid to delivered through the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on Agent as soon as practicable following the Conversion Date. No fractional In addition, the Conversion Rate will be adjusted for dividends or distributions on Class A common stock payable in Class A common stock or other of the Company’s Capital Stock; subdivisions, combinations or certain reclassifications of Class A common stock; distributions to all holders of Class A common stock of certain rights to purchase Class A common stock for a period expiring within 60 days of issuance for such distribution at less than the then current Sale Price of the Class A common stock at the Time of Determination; and distributions to the holders of the Company’s Class A common stock of a portion of the Company’s assets (including shares of Capital Stock of a Subsidiary) or debt securities issued by the Company or certain rights to purchase the Company’s securities (excluding cash dividends or other cash distributions from current or retained earnings unless the annualized amount thereof per share exceeds 5% of the sale price of the Company’s Class A common stock on the day preceding the date of declaration of such dividend or other distribution). However, no adjustment to the Conversion Rate need be made if Holders of the Securities may participate in the transaction without conversion or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. Subject to the required purchase described in Section 701 of the Indenture, if the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Class A common stock will be changed into a right to convert it into the kind and amount of securities, cash or other assets of the Company or another Person which the Holder would have received if the Holder had converted the Holder’s Securities immediately prior to the transaction. In lieu of delivery of shares of the Company’s Class A common stock upon notice of conversion of any Securities (for all or any portion of the Securities), the Company may elect to pay Holders surrendering Securities an amount in cash per Security (or a portion of a Security) equal to the average sale price of the Company’s Class A common stock for the five consecutive Trading Days immediately following the date of the notice of the Company’s election to deliver cash multiplied by the number of shares of the Company’s Class A common stock which would have been issued on conversion and in respect of which cash is being delivered in lieu of shares. The Company will inform the Holders through the Trustee no later than two Business Days following the receipt of a conversion notice of the Company’s election to deliver shares of the Company’s Class A common stock or to pay cash in lieu of delivery of the shares. If the Company elects to deliver all of such payment in shares of Class A common stock, the shares will be issued upon conversion but delivered through the Conversion Agent no later than the fifth Business Day following the Conversion Date. If the Company elects to pay all or a cash adjustment portion of such payment in cash, the payment, including any delivery of the Class A common stock, will be made for any fractional interestto Holders surrendering Securities no later than the tenth Business Day following the applicable Conversion Date. The outstanding principal amount If an Event of Default, as described in the Indenture (other than a default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security shall be reduced by the Securities or portion of the principal amount thereof converted into shares of Capital Stocka Security (other than cash for fractional shares).

Conversion. The Holder Subject to the terms and conditions of any Security has the rightIndenture, exercisable at any time prior to 5:00 p.m.or times after the Issue Date, New York City time, on March 15, 2030, to a Holder of a Security may convert the principal amount thereof Principal Amount of such Security (or any portion 102 6 thereof that thereof) into shares of the Company’s common stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Hxxxxx’s Securities so long as the Securities converted are an integral multiple of $27) into shares of Capital Stock at 1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and unpaid interest on the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Principal Amount being converted as of the Company). The conversion ratio and equivalent conversion price Conversion Date to the extent provided for in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesIndenture. If a Security is called for redemption, the conversion right will terminate at Conversion Date occurs between the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next immediately following Interest Payment Date, thenthe Company shall pay to the applicable Holder in cash, notwithstanding on such conversionInterest Payment Date, an amount equal to the accrued and unpaid interest payable through the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest otherwise payable on to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the portion so converted. The number rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY — Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon the request of a Holder or any beneficial owner of a Restricted Security or holder or beneficial owner of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be Common Stock issued upon conversion but thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) and any reports required to be filed by them under the Exchange Act or Securities Act (as defined below) to such Holder or any beneficial owner of Restricted Securities, or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, or to a cash adjustment will be made for any fractional interest. The outstanding principal amount prospective purchaser of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.such

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on January [ ], New York City time20[ ]; PROVIDED, on March 15HOWEVER, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If if a Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to the Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if the notice of exercise is withdrawn in making accordance with the payment due upon redemptionterms of the Indenture. The initial Conversion Rate is [ ] shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, Security a Holder must (1i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially to the Conversion Agent (or the office or agency referred to in Section 4.05 of the form attached heretoIndenture), (2) surrender the Security to a Conversion Agent, (3ii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iii) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If the Holder surrenders a converts more than one Security for conversion after at the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionsame time, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Holder may convert a portion of a Security if the Principal Amount of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such Common Stock (together with any cash payment in lieu of fractional interestshares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. -------------------------- TM Trademark of Xxxxxxx Xxxxx & Co., Inc. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The outstanding principal amount of any Security shall be reduced by Company from time to time may voluntarily increase the portion Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the principal amount thereof converted type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder holder of any Security Convertible Note has the right, exercisable at any time after 90 days following the Issuance Date and prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the Business Day immediately preceding the date of the Convertible Note's maturity, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $271,000) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 ___ per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Convertible Note is called for redemption, the conversion right will terminate at the close of business (New York City time) on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityConvertible Note, a Holder holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below, (2) surrender the Security Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder Noteholder surrenders a Security Convertible Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid to the registered Holder holder of such Security Convertible Note on such Regular Record Daterecord date. In such event, unless such SecuritySecurity has been called for redemption on or prior to such interest payment date, such Convertible Note, when surrendered for conversion, need not must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security Convertible Note is determined by dividing the principal amount of the Security Convertible Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Holder holder of any Security has the right, exercisable at any time after 90 days following the Issuance Date and prior to 5:00 p.m., New York City time, the close of business on March 15, 2030the Business Day immediately preceding the final maturity date of the Security, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $271,000) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 73.36 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If circumstances as provided in the Indenture, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, date fixed for redemption (unless the Company defaults shall default in making the payment due upon redemptionredemption payment, including interest and Additional Amounts, if any, when it becomes due, in which case the conversion right shall terminate at the close of business on the date on which such default is cured). Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Depositary the appropriate instructions for conversion pursuant to the Depositary's procedures. To convert a certificated Security, a Holder the holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below (or complete and manually sign a facsimile thereof) and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredrequired by the Conversion Agent. Upon conversion, no adjustment or payment will be made for accrued and unpaid interest or dividendsAdditional Amounts, but if any, on the Securities so converted or for dividends or distributions on, or Additional Amounts, if any, attributable to, any Common Stock issued on conversion of the Securities, except that, if any Holder Noteholder surrenders a Security for conversion after the close of business on the Regular Record Date a record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid on such interest payment date to the person who was the registered Holder holder of such Security on such Regular Record Daterecord date. In such event, such Security, when Any Securities surrendered for conversion, need not conversion during the period after the close of business on any record date for the payment of interest and before the opening of business on the next succeeding interest payment date (except Securities called for redemption on a redemption date or to be repurchased on a Designated Event Payment Date during such period) must be accompanied by payment of in an amount equal to the interest and Additional Amounts, if any, payable on such Interest Payment Date interest payment date on the portion principal amount of Securities so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Security in respect of any which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Security shall may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount Indenture. The above description of conversion of the Securities is qualified by reference to, and is subject in its entirety to, the more complete description thereof converted into shares of Capital Stockcontained in the Indenture.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Class A Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on August 16, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2020. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 29.5623 shares of Class A Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock such Holder would have received if the Company had not exercised such option. In any event, whether or not the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Class A Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) and (except as provided below) accrued cash interest attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) and cash interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights to purchase Class A Common Stock for a period expiring within 45 days at less than the portion Market Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of the Security's maturity, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750) into shares of Capital Common Stock at the initial conversation conversion rate of 0.73 1.2903 shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Security (equivalent to a conversion price of $37 38.75 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If , except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The A Holder of any Security has a Debenture may convert such Debenture into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, redemption date for such Debenture (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the close of business on the redemption date for such Debenture, the right of conversion shall terminate upon redemptionpresentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion price is ________* per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the conversion price in effect on the Conversion Date. Upon conversion any accrued and unpaid interest on the Securities shall be paid to the Holder thereof, at the option of the Company, either (i) in freely tradeable shares of Common Stock at the Conversion Price or (ii) in cash. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing sale price of the Common Stock on the last Trading Day prior to the Conversion Date. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to before the opening close of business on the next Interest Payment Date, related interest payment date then, notwithstanding such conversion, the interest payable on such Interest Payment Date will interest payment date shall be paid to the registered Holder of such Security Debenture on such Regular Record Daterecord date. In such event, such Security, when surrendered for conversion, need not the Debenture must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion DateDebenture or portion thereof then converted. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stocka Debenture equal to $1,000 or any integral multiple thereof.

Conversion. The A Holder of a Note may convert the principal amount of such Note (or any Security has the right, exercisable portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to 5:00 p.m.the close of business on June 1, New York City time2008; provided, on March 15however, 2030, to convert that if the principal amount thereof (Note is submitted or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock presented for each $27 in aggregate principal amount of Securities (equivalent purchase pursuant to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price Change in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionControl Notice, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Change in Control Purchase Date for such Note or such earlier date as the Holder presents such Note for purchase (unless the Company defaults Holder withdraws its election pursuant to the Indenture). The initial Conversion Price is $13.34 per share, subject to adjustment under certain circumstances as provided in making the payment due Indenture. The number of shares of Common Stock issuable upon redemptionconversion of a Note is determined by dividing the principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. To convert a SecurityNote, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or the Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment A Holder may convert a portion of a Note equal to $1,000 or payment will any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be made for interest or dividends, but converted only if any Holder surrenders a Security for conversion the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. As soon as practicable after the close Conversion Date, the Company and IAC shall satisfy all of business on the Regular Record Date for the payment of an installment of interest and prior their Conversion Obligations by delivering to the opening Holder, at IAC's option, either shares of business on Common Stock, cash, or a combination of cash and shares of Common Stock. If IAC elects to satisfy the next Interest Payment Dateentire Conversion Obligation by Share Settlement, then, notwithstanding such conversion, then IAC or the interest payable on such Interest Payment Date Company will be paid deliver to the registered Holder shares of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount Common Stock equal to the interest payable on such Interest Payment Date on quotient of (A) the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the aggregate principal amount of the Security Notes to be converted by the Applicable Holder divided by (B) the Conversion Price in effect on the Conversion Date. No fractional If IAC elects to satisfy the entire Conversion Obligation by Cash Settlement, then the Company or IAC will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Notes to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period. If IAC elects to satisfy the Conversion Obligation in a Combined Settlement, then the Company or IAC will deliver to the Holder a Partial Cash Amount plus a number of shares will be issued upon of Common Stock equal to the quotient of (A) the amount of the Cash Settlement minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. Upon receipt of the conversion but notice from a cash adjustment Holder by the Company, IAC or the Conversion Agent, (1) if IAC elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made for any fractional interest. The outstanding principal amount on or prior to the fifth (5th) Trading Day following receipt of any Security shall be reduced such conversion notice; or (2) if IAC elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the portion Company or IAC will notify the Holder, through the Conversion Agent, of the principal dollar amount thereof converted into shares of Capital Stockto be satisfied in cash at any time during the Settlement Notice Period. Share Settlement will apply automatically if the Company or IAC does not notify the Holder that IAC has chosen another settlement method.

Conversion. The Holder holder of any Security Convertible Note has the right, exercisable at any time after 90 days following the Issuance Date and prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the Business Day immediately preceding the date of the Convertible Note's maturity, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of U.S. $271,000; provided, however that a holder of a Convertible Note may convert such Security only in whole to the extent a conversion in part would reduce the principal amount thereof to an amount less than U.S. $25,000) into shares of Capital Common Stock at the initial conversation rate Conversion Price of 0.73 shares of Capital Stock for each U.S. $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 3.0516 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Convertible Note is called for redemption, the conversion right will terminate at the close of business (New York time) on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityConvertible Note, a Holder must (1) complete and sign a conversion notice of election to convert (a "Conversion Notice") substantially in the form attached heretoset forth below (copies of which are available from the Conversion Agent in New York, (2) surrender deliver the Security Conversion Notice and the Convertible Note to be converted in whole or in part to a Conversion AgentAgent in New York, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or such Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest interest, Liquidated Damages, if any, or dividends, but if any Holder Securityholder surrenders a Security Convertible Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and Liquidated Damages, if any, and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such Interest Payment Date interest payment date will be paid to the registered Holder of such Security Convertible Note on such Regular Record Daterecord date. In such event, such SecurityConvertible Note, when surrendered for conversion, need not must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest and Liquidated Damages, if any, payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security Convertible Note is determined by dividing the principal amount of the Security Convertible Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Senior Note set forth in Section 5.01 of the Supplemental Indenture), a Holder is entitled, at such Holder's option, to convert the Holder's Senior Note (or any portion of any Security has the principal amount thereof that is $1,000 or an integral multiple $1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect at the time of conversion. Upon conversion, in lieu of Common Stock, the Company will have the right, exercisable at subject to certain rights of retraction by the Holder set forth in the Indenture, to deliver cash or a combination of cash and shares of Common Stock. At any time prior to 5:00 p.m.Stated Maturity, New York City timethe Company may irrevocable elect in its sole discretion to satisfy up to 100% of the principal amount of the Senior Note surrendered after the date of such election (plus accrued and unpaid Interest) in cash, on March 15, 2030, with any remaining amount to be satisfied in shares of Common Stock. Upon determination that Holders are or will be entitled to convert the principal amount thereof (Senior Notes, the Company shall disseminate a press release through Dow Jones & Company, Inc. or any portion 102 6 thereof that Bloomberg Business News and publish such infoxxxxxon on the Company's Web site as soon as practicable. A Senior Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Senior Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, is an integral multiple withdrawn in accordance with the terms of $27) into the Indenture. The initial Conversion Rate is 17.8750 shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each per $27 in aggregate 1,000 principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelySenior Notes, and are subject to adjustment under upon certain circumstancesevents described in the Indenture. If a Security is called The Conversion Rate shall not be adjusted for redemptionany accrued and unpaid Interest. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest, if any. Instead, such amount shall be deemed paid by the shares of Common Stock or the cash amount as determined pursuant to the Indenture, or any combination thereof, delivered upon conversion right will terminate at the close of business any Senior Note. In addition, no payment or adjustment shall be made in respect of dividends on the Business Day immediately preceding Common Stock, except as set forth in the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemptionIndenture. To convert surrender a SecuritySenior Note for conversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security Senior Note to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but required and (5) if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior required pay funds equal to the opening of business Interest payable on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will of Common Stock shall be issued upon conversion but of any Senior Note. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Senior Note, the Company shall pay a cash adjustment will be made for as provided in the Indenture. If the Company (i) is a party to a consolidation, merger or binding share exchange, (ii) reclassifies the Common Stock, or (iii) transfers all or substantially all of its assets to any fractional interest. The outstanding principal amount of any Security shall be reduced by Person, the portion of the principal amount thereof converted right to convert a Senior Note into shares of Capital StockCommon Stock may be changed into a right to convert it into the securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture.

Conversion. The Holder Subject to the provisions of any this paragraph 8, a holder of a Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to may convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) such Security into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital GGD Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a the Security is called for redemption, the conversion right will terminate holder may convert such Security at any time before the close of business on the Business Day business day immediately preceding the corresponding Redemption Date, redemption date (unless the Company defaults in making payment of the payment due upon redemptionredemption price, in which case the conversion right will terminate on the date such default is cured). The holder may also convert such Security at any time before the close of business on its maturity date. The initial conversion price is $39.60 per share, subject to adjustment in certain events. The number To convert a Security, a Holder holder must (1) complete and sign a the appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepository's book-entry conversion program, (2) surrender deliver to the Conversion Agent by book-entry delivery the interest in the Security in global form to a Conversion Agentbe converted, (3) furnish the appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or similar tax, if requireddelivery of GGD Stock in the name of a Person other than the Holder thereof. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders A holder may convert a portion of a Security for conversion after if the close portion is $1,000 or an integral multiple of business $1,000. If GGD Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification through the Assignment Form attached hereto. If the restrictions on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion transfer of a Security is determined by dividing set forth in the principal amount first paragraph of the face of the Security converted by remain in effect, all shares of GGD Stock delivered upon conversion thereof shall bear a restrictive legend substantially in the Applicable Conversion Price in effect form of such paragraph. The conversion price will be adjusted for the issuance of capital stock of the Company as a dividend or distribution on its GGD Stock; subdivisions, combinations or certain reclassifications of GGD Stock; distributions to all holders of GGD Stock of rights or warrants to purchase GGD Stock at less than the Conversion Datecurrent market price at the time; distributions to such holders of GGD Stock of cash, debt securities (or other evidences of indebtedness) or other assets of the Company (excluding dividends or distributions for which adjustment is required to be made pursuant to another provision); certain dividends or other distributions consisting exclusively of cash to all holders of GGD Stock; or for payments to holders of GGD Stock pursuant to certain tender or exchange offers. No fractional shares adjustment in the conversion price will be issued upon conversion but required unless such If the Company is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding GGD Stock, the right to convert a Security into GGD Stock may be changed into a right to convert it into securities, cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion or other assets of the principal amount thereof converted into shares of Capital StockCompany or another person.

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on March 15, 2030the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750) into shares of Capital Fleetwood Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 48.72 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyFleetwood Common Stock, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Trust (which will distribute such interest to the holder of such Security the applicable Trust Securities at the close of business on such Regular Record Daterecord date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing which does not fail, from and after the Reset Date through October [ ], 2029 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on March 15, 2030, any Redemption Date) to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750) into shares of Capital Stock Common Stock. Prior to the Reset Date, each Security is convertible, at the initial conversation rate option of 0.73 the Holder into [ ] shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 [ ] per share of Capital Stock Common Stock). On and after the Reset Date, the Securities may, at the option of the Company)Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business 5:00 p.m. New York City time on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on October 14, New York City time2017; provided, on March 15however, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If if a Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to the Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 5.430 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with Article X of the Indenture, whether or not the Company has delivered a notice pursuant to Section 10.02 to the effect that the Securities will be paid in cash. The amount of cash to be paid for each $1,000 Principal Amount of a Security shall be equal to the Sale Price of a share of Common Stock on the Trading Day immediately preceding prior to the corresponding Redemption Daterelated Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of Article X of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, unless on or after, as the case may be, the Conversion Date or the date on which the Company defaults delivers its notice of whether each Security shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a default in making the such payment due upon redemption. To convert a Securityon such Securities), a Holder must (1) complete and sign a conversion notice substantially provided, however, that this sentence shall not apply in the form attached hereto, (2) surrender event that an Event of Default occurs after such cash is paid. In the event the Company exercises its option pursuant to Section 12.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security to following a Conversion AgentTax Event, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment Holder will be made for interest or dividendsentitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, but if any Holder surrenders a Security Securities surrendered for conversion after during the period from the close of business on the any Regular Record Date for the payment of an installment of interest and prior next preceding any Interest Payment Date to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on of such Interest Payment Date will (except Securities to be paid to the registered Holder of redeemed on a date within such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on such any Interest Payment Date subsequent to the date of conversion. To convert a Security a Holder must (i) complete and manually sign the conversion notice on the portion so convertedback of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruc tion form for conversion pursuant to the Depositary's book entry conversion program, (ii) surrender the Security to a Conversion Agent by physical or book entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if re quired. The number of shares issuable upon conversion Book entry delivery of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on to the Conversion DateAgent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional dividends on the Common Stock, except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof. The outstanding principal amount Conversion Rate will be adjusted for (i) dividends or distributions on Common Stock payable in Common Stock or other Capital Stock, (ii) certain subdivisions, combinations or reclassifications of any Security shall be reduced by Common Stock, (iii) distributions to all holders of Common Stock of certain rights, warrants, or options to purchase Common Stock for a period expiring within 60 days at a price per share less than the portion Sale Price at the Time of Determination and (iv) distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights, warrants or options to purchase securities of the Company (excluding certain cash dividends or other cash distributions). However, no adjustment need be made if Holders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder of any Security has (a) Each share shall be convertible into Common Stock, at the rightthen applicable Conversion Price (as hereinafter defined), exercisable at any time prior and from time to 5:00 p.m., New York City time, on March 15at the option of the holder thereof in accordance with this Section 6(a) without the need for the payment of any additional cash consideration. Before any holder of Series B Preferred Stock shall be entitled to convert such stock into shares of Common Stock, 2030the holder thereof shall surrender the certificate or certificates therefor (or in the case of any lost, stolen or destroyed certificate or certificates the delivery of an affidavit to that effect accompanied by any indemnity bond, in each case, reasonably required by the Corporation), duly endorsed, to the Corporation and shall give written notice, duly executed, to the Corporation of such election to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple same and shall state the number of $27) into shares of Capital Series B Preferred Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent being converted. Such conversion shall be deemed to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject have been made immediately prior to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding date of the corresponding Redemption Datesurrender of the certificate or certificates representing the Shares to be converted, unless and the Company defaults in making holder of such Shares shall be treated for all purposes as the payment due upon redemption. To convert a Security, a Holder must record holder of such shares of Common Stock on such date (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversiondate, the interest payable on such Interest Payment Date will be paid "Conversion Date"). If a holder of Series B Preferred Stock elects to the registered Holder convert any of such Security holder's Shares into Common Stock on such Regular Record Date. In such eventor before July 3, 2005, such Securityholder shall also be entitled to receive, when surrendered for conversionand the Corporation shall pay, need not be accompanied by payment upon conversion of such holder's Shares, an amount equal to four quarterly dividends to be paid pursuant to Section 3 per Share (the interest payable on such Interest "Optional Make Whole Payment"). The Optional Make Whole Payment Date may be paid, at the Corporation's election, in cash or shares of Common Stock. The Corporation shall only have the right to elect to pay the Optional Make Whole Payment in shares of Common Stock if, on the portion so convertedConversion Date, (i) the sale of the shares of Common Stock issuable in connection with such Optional Make Whole Payment by the holders is covered by an effective registration statement or such shares may be sold pursuant to Rule 144(k) under the Securities Act and (ii) the shares of Common Stock to be issued in connection with such Optional Make Whole Payment have been approved for listing, subject to official notice of issuance, on a national securities exchange, the Nasdaq National Market or the Nasdaq Small Cap Market. The If the Corporation elects to pay the Optional Make Whole Payment in shares of Common Stock, each share of Common Stock will be valued at 95% of Market Value as of the Notice Date for purposes of determining the number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestconnection with such payment. The outstanding principal amount Corporation shall deliver a notice within five (5) business days of any Security shall receiving written notice from such holder of Series B Preferred stock of its election to convert such Shares specifying whether the Optional Make Whole Payment, if any, is to be reduced by the portion of the principal amount thereof converted into paid in cash or in shares of Capital Common Stock.

Conversion. The Holder of any Security has Subject to earlier Redemption, Repurchase at the rightHolder's Option or Repurchase Upon Fundamental Change, exercisable the Securities may be surrendered for conversion into, at the Company's election, cash, ADSs or a combination thereof at any time prior to 5:00 p.m.(and including) the third (3rd) Business Day preceding the Maturity Date. A Security, New York City timeor portion of a Security, on March 15, 2030, which has been called for Redemption pursuant to convert the PARAGRAPH 6 may be surrendered in integral multiples of $1,000 principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock for conversion into, at the initial conversation rate of 0.73 shares of Capital Stock Company's election, cash, ADSs or a combination thereof; provided, however, that such Security or portion thereof may be surrendered for each $27 in aggregate principal amount of Securities (equivalent conversion pursuant to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at this paragraph only until the close of business on the third (3rd) Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and manually sign a conversion notice in substantially in the form attached heretoset forth in EXHIBIT A to the Indenture which Holders must complete, execute and deliver to the Conversion Agent, with a copy to the Company and JPMorgan Chase Bank, N.A., as the depositary under the Deposit Agreement, dated as of May 31, 2007, among the Company, JPMorgan Chase Bank, N.A., and the holders and beneficial owners from time to time of the ADSs issued thereunder, as supplemented by the letter agreement dated as of April 15, 2008 between the Company and JPMorgan Chase Bank, N.A., in connection with any conversion of Securities (the "CONVERSION NOTICE"), with appropriate signature guarantee, on the back of the Security, or a facsimile of the Conversion Notice, (2) deliver the Conversion Notice, which is irrevocable, and surrender the Security to a Conversion AgentAgent during normal business hours, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and Agent, (4) if required, furnish written acknowledgements, certifications and agreements in connection with the issuance of ADSs by the ADS Depositary upon deposit of the Ordinary Shares, (5) pay funds equal to interest payable on the next interest payment date if required in accordance with the Indenture and (6) pay any transfer tax or similar tax, duty if requiredrequired pursuant to the Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or integral multiples of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive, at the Company's election, the cash, ADSs or a combination thereof payable upon conversion in accordance with ARTICLE X of the Indenture. The initial Conversion Rate is 25.4534 ADSs per $1,000 principal amount of Securities (which is equivalent to an effective initial Conversion Price of approximately $39.29 per ADS) subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver cash in lieu of any fractional share. On conversion, no payment or adjustment for any unpaid and accrued interest or payment additional interest on the Securities will be made for interest or dividends, but if any made. If a Holder surrenders a Security for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the related interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventpayment date, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest payable thereon which the registered Holder at the close of business on such Interest Payment Date record date is to receive (other than overdue interest, if any, that has accrued on such Security), unless such Security has been called for Redemption as described in the portion so convertedIndenture. The number of shares issuable upon conversion of a Conversion Rate applicable to each Security that is determined by dividing surrendered for conversion, in accordance with the principal amount Securities and ARTICLE X of the Indenture, at any time during the Make-Whole Conversion Period with respect to a Make-Whole Fundamental Change shall be increased to an amount equal to the Conversion Rate that would, but for SECTION 10.14 of the Indenture, otherwise apply to such Security converted pursuant to ARTICLE X of the Indenture, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change is announced by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will Company but shall not be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockconsummated.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on November 1, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2020. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 5.7615 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the portion Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion set forth in Section 2.01 of the Second Supplemental Indenture), a Holder of any Security has the rightis entitled, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030such Holder’s option, to convert the principal amount thereof Holder’s Note (or any portion 102 6 of the principal amount thereof that is $1,000 or an integral multiple $1,000), into an amount of $27) into cash and the number of shares of Capital Stock fully paid and nonassessable shares of Common Stock, if any, at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price Conversion Price in effect at the time of conversion. The Company will notify Holders of any time are known event triggering the right to convert the Holder’s Note as specified above in accordance with the Indenture. A Note in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice, as the "Applicable case may be, exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or Change of Control Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price" and the "Applicable Conversion Ratio," respectivelyPrice is $33.97, and are subject to adjustment under in certain circumstances. If a Security is called for redemption, events described in the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemptionIndenture. To convert a SecurityNote, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security Note to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversionNo fractional shares of Common Stock shall be issued upon conversion of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, no the Company shall pay a cash adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security as provided in the Indenture. Notes that are surrendered for conversion after during the period from the close of business on the any Regular Record Date for the payment of an installment of interest and prior immediately preceding any Interest Payment Date to the opening of business on the next such Interest Payment Date, then, notwithstanding such conversionDate shall (except in the case of Notes or portions thereof which have been called for redemption or in respect of which a Purchase Notice or Change of Control Purchase Notice delivered by the Holder has not been withdrawn, the interest payable conversion rights of which would terminate during the period between such Regular Record Date and the close of business on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not ) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedprincipal amount of Notes being surrendered for conversion; provided, however, that no such payment shall be required if there shall exist at the time of conversion a default in the payment of interest on the Notes. The number No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion. Rather, such amount shall be deemed to be paid in full to the Holder through delivery of cash or a combination of cash and Common Stock, in exchange for the Note being converted pursuant to the provisions hereof, and the fair market value of the combination of cash and any shares issuable upon conversion of a Security is determined by dividing Common Stock, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest and the balance, if any, of such fair market value of any such Common Stock and any cash payment shall be treated as issued in exchange for the principal amount of the Security Note being converted by pursuant to the Applicable Conversion Price in effect provisions hereof. In addition, no adjustment or payment shall be made upon any conversion on account of any dividends on any Common Stock issued upon conversion. In addition, Holders shall not be entitled to receive any dividends payable to holders of Common Stock as of any Record Date before the close of business on the Conversion Dateconversion date. No fractional shares will be issued upon conversion but If the Company (i) is a cash adjustment will be made for party to a consolidation, merger or binding share exchange or (ii) reclassifies the Common Stock or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any fractional interest. The outstanding principal amount of any Security shall be reduced by Person, the portion of the principal amount thereof converted right to convert a Note into shares of Capital StockCommon Stock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture. The above description of conversion of the Security is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture.”

Conversion. The Holder holder of any Security Note has the right, exercisable at any time following the Issuance Date and prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of the Note's maturity, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $271,000) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 115.47 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If circumstances as set forth in the Indenture, except that if a Security Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice substantially in the form attached heretoset forth below, (2) surrender the Security Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no No payment or adjustment or payment will be made for accrued and unpaid interest or dividendson a converted Note, but if any Holder holder surrenders a Security Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will interest payment date shall be paid to the registered Holder holder of such Security Note on such Regular Record Daterecord date. In such eventAny Notes that are, such Securityhowever, when surrendered delivered to the Company for conversionconversion after any record date but before the next interest payment date must, need not except as described in the next sentence, be accompanied by a payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so principal amount of such Notes being converted. Payments to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those Notes. The number of shares issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The outstanding principal amount above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture. A-38 000 00. XXNOMINATIONS, TRANSFER, EXCHANGE. The notes are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered, and Notes may be exchanged, as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not exchange or register the transfer of any Security shall be reduced by the Note or portion of a Note selected for redemption (except the principal amount thereof converted into shares unredeemed portion of Capital Stockany Note being redeemed in part). Also, it need not exchange or register the transfer of any Note for a period of 15 days before a selection of Notes to be redeemed.

Conversion. The Subject to the terms of the First Supplemental Indenture, the Holder of any Security has a Note may convert the rightNote into shares of Common Stock at an initial conversion rate of 29.2493 shares of Common Stock for each $1,000 principal amount of Notes (the “Conversion Rate”), exercisable at any time prior subject to 5:00 p.m.adjustment in accordance with the First Supplemental Indenture and subject to the Company’s right to settle all or a portion of the related Conversion Obligation in cash as set forth in Section 5.03 of the First Supplemental Indenture. Upon conversion of a Note, New York City timethe Company shall deliver the shares of Common Stock, shares of Common Stock and cash, or solely cash, as applicable, on March 15the related Conversion Settlement Date as set forth in the First Supplemental Indenture. No fractional shares shall be issued upon settlement of the Conversion. In lieu thereof, 2030, the company shall pay cash for such fractional shares as set forth in Section 5.04 of the First Supplemental Indenture. A Note in respect of which a Holder has delivered a Purchase Notice or a Designated Event Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the First Supplemental Indenture. A Holder may convert a portion of a Note if the principal amount thereof (of such portion is $1,000 or any portion 102 6 thereof that is an integral multiple of $27) into shares 1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the First Supplemental Indenture. On conversion of Capital Stock at a Note, any accrued and unpaid interest with respect to such Note shall be deemed cancelled, extinguished and forfeited. Notwithstanding the initial conversation rate preceding sentence, on conversion of 0.73 shares a Note during the period from the close of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent business on any Regular Record Date immediately preceding any Interest Payment Date to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next such Interest Payment Date, then, notwithstanding the Holder on such conversion, Regular Record Date shall receive the interest payable on such Interest Payment Date. Notes or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date will be paid immediately preceding any Interest Payment Date to the registered Holder close of business on the Business Day immediately preceding such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such payment need be made if (1) the Security converted by Company has specified a Redemption Date that occurs during the Applicable Conversion Price in effect period from the close of business on a Regular Record Date to the close of business on the Interest Payment Date to which such Regular Record Date relates, (2) the Company has specified a Designated Event Purchase Date during such period or (3) only to the extent any overdue interest exists on the Conversion DateDate with respect to the Notes converted. No fractional shares The Conversion Rate will be issued upon adjusted as set forth in Article 5 of the First Supplemental Indenture. The Company shall give notice to Holders and issue a press release no later than 25 Trading Days prior to the anticipated effective date of a Make Whole Change of Control. If the Effective Date or anticipated effective date of a Make Whole Change of Control occurs on or prior to November 15, 2012, and a Holder surrenders its Notes for conversion but a cash adjustment during the period commencing on the day we shall have given notice of the anticipated effective date and ending on the related Designated Event Purchase Date, the Conversion Rate for such Notes will be made for any fractional interest. The outstanding principal amount increased by a number of any Security shall be reduced by the portion Additional Shares as set forth in Section 5.10 of the principal amount thereof converted First Supplemental Indenture, unless such transaction constitutes a Public Acquirer Change of Control and we elect to modify the conversion rate into shares of Capital Public Acquirer Common Stock.

Conversion. The Holder of any Security has the right, exercisable at At any time after 90 days following the latest date of original issuance of the Notes and prior to 5:00 p.m., New York City time, the close of business on the business day immediately preceding March 15, 20302009, to a Holder of a Note may convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) such Note into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ; provided, however, that if the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding before the corresponding Redemption Date, redemption date of such Note (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is $30.27 per share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of shares issuable upon redemptionconversion of a Note is determined by dividing the principal amount converted by the Conversion Price in effect on the conversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth as Exhibit G to the form attached hereto, (2) surrender Indenture and deliver such notice to the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the Applicable Conversion Price in effect period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note may be converted into shares only if the notice of Capital Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Holder may convert the outstanding principal amount of any Security has this Note, and accrued and unpaid interest thereon (or a portion of such outstanding principal amount as provided in Section 4.3) into fully paid and nonassessable shares of Common Stock of the right, exercisable Company (“Conversion Shares”) at any time prior to 5:00 p.m.the time the outstanding principal amount of this Note, New York City timeand accrued and unpaid interest thereon is paid in full, on March 15, 2030, to convert at the Conversion Price (as defined herein) then in effect. The number of shares of Common Stock issuable upon conversion of this Note shall be determined by dividing the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27and accrued and unpaid interest, if any) into shares of Capital Stock at to be converted by the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as on the "Applicable Conversion Date (the “Conversion Price" ”). The initial Conversion Price is $5.00 and the "Applicable Conversion Ratio," respectively, and are is subject to adjustment as provided in this Section 4. The provisions of this Note that apply to conversion of the outstanding principal amount of this Note and accrued and unpaid interest thereon also apply to a partial conversion of this Note. The Holder is not entitled to any rights of a holder of Conversion Shares until the Holder has converted this Note (or a portion thereof) into Conversion Shares, and only to the extent that this Note is deemed to have been converted into Conversion Shares under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemptionthis Section 4. To convert all or a Securityportion of this Note, a the Holder must (1a) complete and sign a conversion notice of election to convert substantially in the form attached heretoannexed hereto (each, a “Conversion Notice”), (2b) surrender the Security Note to a Conversion Agentthe Company, (3c) if registered in a different name from the Holder, furnish appropriate endorsements or transfer documents if reasonably required by the Security Registrar or Conversion Agent Company and (4d) if registered in a different name from the Holder, pay any transfer or similar tax, if required. Upon The date on which the Holder satisfies all of such requirements is the conversion date (the “Conversion Date”). As soon as practicable, and in no event more than three (3) Business Days after the Conversion Date, the Company will (1) provided that: (a) the Company’s Transfer Agent is participating in The Depository Trust Company’s Fast Automated Securities Transfer Program, (b) the Conversion Shares are eligible for such program, (c) a registration statement covering the re-sale of the Conversion Shares is effective, and (d) on the Conversion Date a letter from a broker has been delivered to the Transfer Agent representing that all of the Conversion Shares were sold pursuant to the registration statement referred to in clause (c) (collectively, the “DTC FAST Requirements”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if any of the DTC Fast Requirements are not met, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice a certificate for the number of whole Conversion Shares issuable upon such conversion. The person in whose name the certificate for Conversion Shares is to be registered shall become the stockholder of record on the Conversion Date and, as of the Conversion Date, the rights of the Holder shall cease as to the portion thereof so converted; provided, however, that no adjustment or payment will surrender of a Note on any date when the stock transfer books of the Company shall be made for interest or dividendsclosed shall be effective to constitute the person entitled to receive the Conversion Shares upon such conversion as the stockholder of record of such Conversion Shares on such date, but if any Holder surrenders a Security such surrender shall be effective to constitute the person entitled to receive such Conversion Shares as the stockholder of record thereof for conversion after all purposes at the close of business on the Regular Record Date for next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the payment of an installment of interest and prior to the opening of business Conversion Price in effect on the next Interest Payment Datedate that this Note shall have been surrendered for conversion, thenas if the stock transfer books of the Company had not been closed. In the case of a partial conversion of this Note, notwithstanding upon such conversion, the interest payable on such Interest Payment Date will be paid Company shall execute and deliver to the registered Holder, at the expense of the Company, a new Note in an aggregate principal amount equal to the unconverted portion of the principal amount. This Note may be converted in part in a principal amount equal to $10,000 or an integral multiple thereof, unless the outstanding principal amount of this Note is less than $10,000, in which case, only such outstanding principal amount and accrued and unpaid interest thereon is convertible into Conversion Shares. No fractional Conversion Shares shall be issued upon conversion of this Note. Instead of any fractional Conversion Share which would otherwise be issuable upon conversion of this Note, the Company shall round up to the next whole number of shares. The issuance of certificates for Conversion Shares upon the conversion of this Note shall be made without charge to the Holder for such certificates or for any tax in respect of the issuance of such Security on certificates, and such Regular Record Date. In certificates shall be issued in the name of, or in such eventnames as may be directed by, the Holder; provided, however, that in the event that certificates for Conversion Shares are to be issued in a name or names other than the name of the Holder, such SecurityNote, when surrendered for conversion, need not shall be accompanied by payment an instrument of an amount equal transfer, in form reasonably satisfactory to the interest Company, duly executed by the Holder or its duly authorized attorney; and provided further, moreover, that the Company shall not be required to pay any tax which may be payable on in respect of any transfer involved in the issuance and delivery of any such Interest Payment Date on certificates in a name or names other than that of the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing Holder, and the principal Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion reasonable satisfaction of the principal amount thereof converted into shares of Capital StockCompany that such tax has been paid or is not applicable.

Conversion. The A Holder of any Security has a Debenture may convert such Debenture into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert maturity; provided that if the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, Date for such Debenture (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the -------- ------- Holder of a Debenture presents such Debenture for redemption prior to the close of business on the Redemption Date for such Debenture the right of conversion shall terminate upon redemptionpresentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial Conversion Price is $5.00 per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the Conversion Price in effect on the conversion date. Payment of accrued interest on a converted Debenture will be made to the conversion date on the next succeeding interest payment date. Upon conversion, no adjustment for dividends will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Conversion Price of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in attached hereto and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, (d) execute any investment letters or other documents required by the Company, and (4e) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the amount of interest payable on such Interest Payment Date interest payment date will be paid the amount accrued to the registered Holder date of such Security conversion on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion DateDebenture or portion thereof then converted. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stocka Debenture equal to $1,000 or any integral multiple thereof.

Conversion. The Subject to the provisions of Article XIV of the Indenture, a Holder of any a Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to may convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) such Security into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of FFN if any of the Company). The conversion ratio and equivalent conversion price conditions specified in effect at any time Section 14.1 of the Indenture are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelysatisfied; provided however, and are subject to adjustment under certain circumstances. If a that if such Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding before the corresponding Redemption Date, Date of such Security (unless the Company defaults Issuers shall default in making the redemption payment due upon redemption. To convert a Securitywhen due, a Holder must (1) complete and sign a in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date for the payment of an installment of interest date such Default is cured and prior such Security is redeemed). The initial Conversion Price is determined pursuant to the opening provisions of business on Section 14.1 (the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted“Conversion Price”). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. Upon conversion, no adjustment for interest, if any (including Additional Amounts, if any), or dividends will be made. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the Conversion Price. To convert a Security, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Trustee acting as conversion agent, (b) surrender the Security to the Trustee acting as conversion agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Trustee acting as Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion program. If a Holder surrenders a Security for any fractional interest. The outstanding conversion between the Record Date for the payment of an installment of interest and the next Interest Payment Date, the Security must be accompanied by payment of an amount equal to the interest and Additional Amounts, if any, payable on such Interest Payment Date on the principal amount of any the Security or portion thereof then converted; provided, however, that no such payment shall be reduced by required if such Security has been called for redemption on a redemption date within the period between and including such Record Date and such Interest Payment Date, or if such Security is surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of a Security equal to $1,000 and whole multiples of $1.00 in excess thereof. A Security in respect of which a Holder has accepted a Change of Control Offer, Asset Sale Offer or a Loss Proceeds Offer as provided in Section 2.18 of the principal amount thereof Indenture may be converted into shares only if such applicable notice of Capital Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March the Business Day immediately preceding December 15, 20302029, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750) into shares of Capital Common Stock at the initial conversation rate of 0.73 1.3986 shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 35.75 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The Holder of (a) Notwithstanding anything contained herein to the contrary, upon delivery from any Security has Converting Lender to the rightCollateral Trustee, exercisable at any time prior to 5:00 p.m.the Loan Agent, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" Collateral Manager and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If Borrower of a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached of Exhibit C hereto, the Converting Lender may elect any Business Day (2such Business Day, the “Conversion Date”) surrender upon which all or a portion of the Aggregate Outstanding Amount of the Loans held by such Converting Lender shall be converted into Class A-1A Notes of an equal aggregate principal amount in accordance with Section 2.6(o) of the Indenture and Security Agreement; provided that (x) the Conversion Date shall be no earlier than the fifth Business Day following the date such notice is delivered (or such later date as may be reasonably agreed to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Converting Lender, the Loan Agent and (4the Collateral Trustee) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will and may not be made for interest or dividends, but if any Holder surrenders between a Security for conversion after the close of business on the Regular Record Date for and a Payment Date and (y) such conversion shall be in a Minimum Denomination; provided, further, that if the payment Loans to be so converted have been assigned pursuant to Section 8.4 (Benefit of an installment of interest and Agreement) hereof on any Business Day subsequent to the immediately prior Payment Date, then the Conversion Date shall only occur on a Payment Date; provided, further, that the Conversion Date must occur prior to the opening of business on the next Interest related Record Date and in no case may a Conversion Date occur between a Record Date or Determination Date (whichever is earlier) and a Payment Date, then, notwithstanding . If such conversionConverting Lender is converting its Loans into Class A-1A Notes in the form of interests in a Global Note, the Collateral Trustee must receive (a) instructions given in accordance with DTC’s procedures from an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest payable on such Interest Payment Date will be paid to in the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of applicable Global Note in an amount equal to the Loans being converted and (b) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase. On the Conversion Date, (i) the Aggregate Outstanding Amount of the Class A-1A Notes shall be increased by the Aggregate Outstanding Amount of the Loans so converted and (ii) the Loans so converted shall cease to be Outstanding and shall be deemed to have been repaid in full for all purposes hereunder and under the Indenture and Security Agreement, other than in respect of any interest payable on such Interest the next succeeding Payment Date to the Lender of such Loans for the portion of the related Interest Accrual Period occurring prior to the Conversion Date, which interest shall be payable on the portion so convertedClass A-1A Notes as more fully described below. The number Collateral Trustee shall either (A) if such Holder is converting its Loans into Class A-1A Notes in the form of shares issuable upon conversion interests in Global Notes, approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a Security is determined by dividing beneficial interest in the applicable Global Note equal to the principal amount of the Security Loans converted or (B) if such Holder is converting its Loans into Class A-1A Notes in the form of Certificated Notes, upon execution by the Borrower, authenticate and deliver one or more Certificated Notes representing Class A-1A Notes endorsed for transfer, registered in the name of the applicable Holder, in an Aggregate Outstanding Amount equal to the principal amount of the Loans being converted by such Holder, in each case, subject to the Applicable Conversion Price Minimum Denominations set forth in effect Section 2.3 of the Indenture and Security Agreement or in an amount equal to the entire remaining principal amount of the Loans of the applicable Converting Lender. Interest accrued on the Loans so converted since the prior Payment Date (or the applicable Loan Date, if no Payment Date has occurred or, with respect to any additional Loans, the applicable date of such loan, if no Payment Date has occurred since the first date of such loan) shall, as of the Conversion Date, be deemed to have been Outstanding on the Class A-1A Notes since such prior Payment Date (or the applicable Loan Date, if no Payment Date has occurred or, with respect to any additional Loans, the applicable date of such loan, if no Payment Date has occurred since the first date of such loan) and shall thereafter accrue at the Interest Rate applicable to the Class A-1A Notes. No fractional shares will Class A-1A Notes may be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockLoans.

Conversion. The Holder of any Security Lender has the right, exercisable at any time prior to 5:00 p.m.after the Effective Date, New York City time, on March 15, 2030at its election, to convert all or part of the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $27) Note Amount into shares of Capital Stock at the initial conversation rate of 0.73 fully paid and non-assessable shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock common stock of the CompanyBorrower (the “Common Stock”). The conversion ratio and equivalent conversion price in effect at any time are known as shall be $0.013 per share of Common Stock (the "Applicable “Conversion Price" and ”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the "Applicable dollar conversion amount divided by the Conversion Ratio," respectivelyPrice. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and are subject to adjustment under certain circumstancesall conversions shall be cashless and not require further payment from the Lender. If a Security no objection is called for redemptiondelivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion right will terminate at and waived any objection thereto. The Borrower shall deliver the close shares of business on Common Stock from any conversion to the Business Day immediately preceding Lender (in any name directed by the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1Lender) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, within three (3) furnish appropriate endorsements business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or transfer documents if required by are effectively registered under the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionSecurities Act, the interest payable on such Interest Payment Date will be paid Borrower shall cause its transfer agent to electronically issue the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of a Security is determined by dividing the principal amount any subsidiary of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockBorrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.”

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing or a Failed Final Remarketing, from and after the Reset Date through February 1, 2030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on March 15, 2030, any Redemption Date) to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2750) into shares of Capital Stock Common Stock. On or Prior to the Tender Notification Date, each Security is convertible, at the initial conversation rate option of 0.73 the Holder into 0.4881 shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 102.4375 per share of Capital Stock Common Stock). On and after the Reset Date, the Securities may, at the option of the Company)Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business 5:00 p.m. New York City time on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.so

Conversion. The Subject to compliance with the provisions of the Indenture, a Holder of any a Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to may convert the principal amount thereof of such Security (or any portion 102 6 thereof that is an equal to $1,000 or any integral multiple of $271,000 in excess thereof) into shares of Capital Stock Evergreen Consideration Units at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price Conversion Price in effect at any the time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment of conversion under certain circumstances. If a circumstances described in the Indenture; provided, however, that if the Security is called for redemptionredemption or subject to repurchase upon a specific date pursuant to Article V of the Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption redemption date or the Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company defaults shall default in making the payment due upon redemption. To convert a Securityredemption payment, a Holder must (1) complete and sign a Optional Repurchase Price or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date for date such default is cured and such Security is redeemed or purchased). The Company will notify Holders of any event triggering the payment right to convert the Security as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered an installment of interest and prior to Optional Repurchase Notice or a Change in Control Repurchase Notice exercising the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder option of such Holder to require the Company to repurchase such Security on may be converted only if such Regular Record Datenotice of exercise is withdrawn in accordance with the terms of the Indenture. In such eventThe Conversion Price is $25.00 per Evergreen Consideration Unit, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal subject to the interest payable on such Interest Payment Date on the portion so convertedadjustment under certain circumstances. The number of shares Evergreen Consideration Units issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the closing price (as defined in the Indenture) of Pioneer Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or subject to repurchase upon a specific date pursuant to Article V of the Indenture or upon a Change in Control on a Redemption Date, Optional Repurchase Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of any such Security then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest (including Contingent Interest) payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. ANNEX C CONVERSION NOTICE To convert this Security into Evergreen Consideration Units, check the box: |_| To convert only part of this Security, state the principal amount thereof to be converted into shares (must be $1,000 or a multiple of Capital Stock$1,000): $___________. If you want the stock certificate made out in another person's name, fill in the form below: ------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) Your Signature: Date: ----------------------------- ---------------------------------------- (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: ----------------------------

Conversion. The Holder of any Security has the right, exercisable at any time prior to after [ ], 1997 and on or before 5:00 p.m., p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Securities, on March 15, 2030whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2725) into fully paid and nonassessable shares of Capital Common Stock of the Company at the an initial conversation conversion rate of 0.73 [ ] shares of Capital Common Stock for each $27 25 in aggregate principal amount of Securities (equivalent equal to a conversion price of $37 [ ] per share of Capital Stock of the CompanyCommon Stock). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock. To convert a Security, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Security to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay to the Company the interest payment on the subsequent Interest Payment Date and, will be entitled to receive the interest payable on the subsequent Interest Payment Date, on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Notwithstanding the foregoing, if, during an Extension Period, a notice of redemption is mailed pursuant to Section 11.06 of the Indenture and a Security is converted after such mailing but prior to the relevant Redemption Date, all accrued but unpaid interest (including Additional Payments, if any) through the date of conversion shall be paid to the holder of such Security on the Redemption Date. Except as otherwise provided in the immediately preceding two sentences, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.07 of the Indenture and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder holder of any Security Convertible Note has the right, exercisable at any time after 90 days following the Issuance Date and prior to 5:00 p.m., New York City time, the close of business on March 15, 2030the Convertible Note's maturity, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $271,000) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 20.625 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Convertible Note is called for redemption, the conversion right will terminate at the close of business (New York time) on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityConvertible Note, a Holder holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below, (2) surrender the Security Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder Noteholder surrenders a Security Convertible Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid to the registered Holder holder of such Security Convertible Note on such Regular Record Daterecord date. In such event, such SecurityConvertible Note, when surrendered for conversion, need not must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted, unless such Security has been called for redemption on or prior to such interest payment date. The number of shares of Common Stock issuable upon conversion of a Security Convertible Note is determined by dividing the principal amount of the Security Convertible Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Convertible Note in respect of any Security shall which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Convertible Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount Indenture. The above description of conversion of the Convertible Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof converted into shares of Capital Stockcontained in the Indenture.