Common use of Right to Convert Clause in Contracts

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article FourNote, the holder of any Note Holder shall have the right, at its the Holder's option, at any time after the original issuance of the Notes hereunder through prior to the close of business on the final maturity date of the Notes Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5.1 and 5.2 or the Company shall have exercised its redemption rights under Section 2.1, such conversion right shall terminate with respect to any Note or the portion of a this Note that shall to be called for redemptionrepurchased or redeemed, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4the case may be, at the close of business on the Business last Trading Day next preceding prior to the later of (x) the date fixed for redemption of the Company is required to make such Note repurchase or portion of a Note the Optional Redemption Date, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7.10 the applicable Repurchase Price or the Optional Redemption Price unless in any such case the Company shall default in payment due upon repurchase or redemption thereofhereof) to convert the principal amount of any such this Note, or any portion of such principal amount which is at least $1,000 (or an integral multiple thereofsuch lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of the this Note or portion thereof surrendered for conversion being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect at such timeon the applicable Conversion Date, by surrender of giving a Conversion Notice in the manner provided in Section 6.2; provided, however, that, if at any time this Note so to be is converted in whole or in part pursuant to this Section 6.1, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the manner providednumber of shares of Common Stock required to be issued pursuant hereto, together with any required fundsthen, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in Section 15.2. A lieu of the shares of Common Stock into which this Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may or such portion hereof would otherwise be converted only if and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such holder withdraws its election payment shall, for all purposes of this Note, be deemed to exercise in accordance with Section 3.5be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. A holder of Notes The Holder is not entitled to any rights of a holder of Common Stock until such holder the Holder has converted his Notes this Note to Common Stock, and only to the extent such Notes are this Note is deemed to have been converted to Common Stock under this Article FifteenVI. For purposes of Sections 6.5 and 6.6, whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Note.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four4, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.215.02, Section 3.2 3.02 or Section 3.43.04, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.215.02. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 3.05 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.53.05. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen15.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article FourNote, the holder of any Note Holder shall have the right, at its the Holder’s option, at any time after the original issuance of the Notes hereunder through prior to the close of business on the final maturity date of the Notes Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 4.1 and 4.2 or the Company shall have exercised its redemption rights under Section 1.1, such conversion right shall terminate with respect to any Note or the portion of a this Note that shall to be called for redemptionrepurchased or redeemed, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4the case may be, at the close of business on the Business last Trading Day next preceding prior to the later of (x) the Optional Redemption Date or the date fixed for redemption of the Company is required to make such Note repurchase, as the case may be, or portion of a Note (y) the date the Company pays or deposits in accordance with Section 7.10 the applicable Repurchase Price or Optional Redemption Price unless in any such case the Company shall default in payment due upon repurchase or redemption thereofhereof) to convert the principal amount of any such this Note, or any portion of such principal amount which is at least $1,000 10,000 (or an integral multiple thereofsuch lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of the this Note or portion thereof surrendered for conversion being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect at such timeon the applicable Conversion Date, by surrender of giving a Conversion Notice in the manner provided in Section 5.2; provided, however, that, if at any time this Note so to be is converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to this Section 3.5 may 5.1 and after the Charter Amendment is effected or required to be converted only if such holder withdraws its election to exercise effected in accordance with Section 3.5the Company’s obligations under the Note Purchase Agreement, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. A holder Any such payment shall, for all purposes of Notes this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until such holder the Holder has converted his Notes this Note to Common Stock, and only to the extent such Notes are this Note is deemed to have been converted to Common Stock under this Article FifteenV. For purposes of Sections 5.5 and 5.6, whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Note.

Right to Convert. Subject to and upon compliance with the ---------------- provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes February 1, 2007 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2; provided, however, that in the event, at any time a Note is surrendered -------- ------- for conversion in whole or in part pursuant to this Section 15.1, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant thereto, then such Note (or portion thereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which the Note would otherwise be converted and which the Company is unable to issue, a payment equal to the number of shares of Common Stock which the Company is unable to issue multiplied by the average of the Closing Price (as defined in Section 15.5(h)(1)) for the Company's Common Stock during the five (5) Trading Days (as defined in Section 15.5(h)(5)) immediately prior to the date on which such Note (or specified portion thereof) is deemed to have been converted pursuant to this Article, such calculations to be made by the Company. A Any such payment shall, for all purposes of this Indenture and the Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of any such Note in respect surrendered for conversion as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. For purposes of Sections 15.5 and 15.6, whenever a provision references the shares of Common Stock into which a holder Note (or a portion thereof) is exercising its option to require redemption convertible or the shares of Common Stock issuable upon conversion of a Fundamental Change pursuant to Section 3.5 may Note (or a portion thereof) or words of similar import, any determination required by such provision shall be converted only made as if such holder withdraws its election to exercise in accordance with Section 3.5a sufficient number of shares of Common Stock were then available for issuance upon conversion of all outstanding Notes. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the ---------------- provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.

Right to Convert. Subject to and upon compliance Any Holder has the right, in accordance with the terms and provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its such Holder's option, at any time after the original issuance of the Subordinated Notes hereunder through the close of business on the second Business Day prior to the date of repurchase, redemption or final maturity date of the Subordinated Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof3.08) to convert the principal amount of any such Subordinated Note, or any portion of such principal amount which that is $1,000 100 or an integral multiple thereof, into that number of duly authorized, validly issued, fully paid and non-assessable shares of Alderwoods Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Subordinated Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Subordinated Note so to be so converted in whole or in part in the manner provided, together with any required funds, if any, in Section 15.214.02. A Note in respect Holder of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Subordinated Notes is not entitled to any rights of a holder of Alderwoods Common Stock until such holder the Holder has converted his its Subordinated Notes to Alderwoods Common Stock, and only to the extent such Subordinated Notes are deemed to have been converted to Alderwoods Common Stock under this Article Fifteen14; PROVIDED that in case a Subordinated Note or portion thereof is called for redemption, the conversion right in respect of the Subordinated Note or the portion so called shall expire at the close of business two Business Days prior to the applicable Redemption Date, unless Alderwoods defaults in making the payment due on redemption, in which case the conversion right shall terminate on the date such default is cured.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes May 1, 2005 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after sixty (60) days following the latest date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes January 1, 2003 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 15.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in the payment due upon redemption thereofthereof or that, with respect to a Note or portion of a Note submitted for repurchase, such right shall terminate at the close of business on the Repurchase Date unless the Company shall default in the payment due on repurchase) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, -65- 66 together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after sixty (60) days following the latest date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes March 15, 2001 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 15.2 or Section 3.4, at the close of business on the second Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in the payment due upon redemption thereofthereof or that, with respect to a Note or portion of a Note submitted for repurchase, such right shall terminate at the close of business on the second Business Date next preceding the Repurchase Date unless the Company shall default in the payment due on repurchase) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV.

Right to Convert. Subject to and upon compliance with the provisions of the Indenture and this First Supplemental Indenture, including, without limitation, Article Four13 of the Indenture, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.24.02 hereof, Section 3.2 3.02 hereof or Section 3.43.04 hereof, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company Issuer shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.24.02 hereof. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 3.05 hereof may be converted only if such holder withdraws its election to exercise in accordance with Section 3.53.05. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen4.

Right to Convert. Subject to A Holder of a Note may convert it into fully paid and upon compliance with the provisions nonassessable shares of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, Common Stock at any time after prior to maturity at the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (Conversion Price then in effect, except that, with respect to any Note or portion of a Note that shall be called for redemptionredemption or submitted or presented for purchase pursuant to Section 6.08, such conversion right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, terminate at the close of business on the Business Day next immediately preceding the date fixed for redemption Redemption Date or Change of such Note or portion of a Note Control Payment Date, as the case may be (unless the Company shall default in making the redemption payment due upon redemption thereof) to convert or Change of Control Payment when it becomes due, in which case the principal amount of any conversion right shall terminate on the date such Notedefault is cured and such Note is redeemed or purchased, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that as the case may be). The number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained issuable upon conversion of a Note is determined by dividing the principal amount of the such Note or portion thereof surrendered for conversion by the Conversion Price conversion price in effect at such time, by surrender on the Conversion Date (the “Conversion Price”). A Holder may convert a portion of the a Note so equal to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of it. A Note in respect of which a holder is exercising its option to require redemption upon Holder has delivered a Fundamental Change of Control Payment Notice pursuant to Section 3.5 6.08 exercising the option of such Holder to require the Company to purchase such Note may be converted only if such holder withdraws its election Change of Control Payment Notice is withdrawn by a written notice of withdrawal delivered to exercise a Paying Agent prior to the close of business on the Business Day immediately preceding the Change of Control Payment Date in accordance with Section 3.56.08. A holder Holder of Notes is not entitled to any rights of a holder of Common Stock until such holder Holder has converted his its Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to into Common Stock under pursuant to this Article Fifteen4.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article FourNote, the holder of any Note Holder shall have the right, at its the Holder's option, at any time after the original issuance of the Notes hereunder through prior to the close of business on the final maturity date of the Notes Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5.1 and 5.2, such conversion right shall terminate with respect to any Note or the portion of a this Note that shall to be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4repurchased, at the close of business on the Business last Trading Day next preceding prior to the later of (x) the date fixed for redemption of the Company is required to make such Note repurchase and (y) the date the Company pays or portion of a Note deposits in accordance with Section 7.10 the applicable Repurchase Price unless in any such case the Company shall default in payment due upon redemption thereofrepurchase or) to convert the principal amount of any such this Note, or any portion of such principal amount which is at least $1,000 (or an integral multiple thereofsuch lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of the this Note or portion thereof surrendered for conversion being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect at such timeon the applicable Conversion Date, by surrender of giving a Conversion Notice in the manner provided in Section 6.2; provided, however, that, if at any time this Note so to be is converted in whole or in part pursuant to this Section 6.1, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the manner providednumber of shares of Common Stock required to be issued pursuant hereto, together with any required fundsthen, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in Section 15.2. A lieu of the shares of Common Stock into which this Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may or such portion hereof would otherwise be converted only if and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such holder withdraws its election payment shall, for all purposes of this Note, be deemed to exercise in accordance with Section 3.5be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. A holder of Notes The Holder is not entitled to any rights of a holder of Common Stock until such holder the Holder has converted his Notes this Note to Common Stock, and only to the extent such Notes are this Note is deemed to have been converted to Common Stock under this Article FifteenVI. For purposes of Sections 6.5 and 6.6, whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Note.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes June 15, 2007 (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the last Business Day next preceding prior to the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) ), to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on the last Business Day prior to the day fixed for repurchase. If the holder of any Note exercises the right of conversion set forth in this Article XV prior to March 21, 2003, the Company shall make an additional payment in cash to such holder with respect to the Notes converted, in an amount (a "Holder Conversion Provisional Payment") equal to $39.375 per each $1,000 principal amount of the Note, less the amount of any interest actually paid on such Note prior to the Conversion Date (and, if such Note is converted between a record date and the next interest payment date, less interest payable on each $1,000 principal amount of such Note on such interest payment date). The Company may pay any Holder Conversion Provisional Payment required to be paid pursuant to this Indenture in whole or in part in cash and/or through the issuance of Common Stock; provided (i) that Common Stock used to pay any Holder Conversion Provisional Payment shall be valued at ninety-five percent (95%) of the Current Market Price of the Common Stock as of the date two (2) Business Days prior to the Conversion Date, (ii) that a registration statement covering the resale of such Common Stock is effective and available for resale of such Common Stock from the twenty-fifth (25th) Trading Date prior to the Conversion Date to and including the Conversion Date to the extent required under the Registration Rights Agreement and (iii) such Common Stock is listed for trading on the Principal Market (as defined in the Securities Purchase Agreement). Notwithstanding the foregoing, a Holder Conversion Provisional Payment, or portion thereof, shall be paid solely in cash if payment in shares of Common Stock when such shares are added to the sum of (1) the shares of Common Stock issued or issuable upon conversion of all the Notes and Warrants and (2) the shares of Common Stock issued as payment for any Holder Conversion Provisional Payment paid pursuant to this Indenture, would cause the Company to issue greater than 19.99% of its aggregate outstanding capital stock as of June 21, 2002 unless the stockholders of the Company have otherwise approved such greater issuance of Common Stock.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the 100 110 manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the rightright to convert the principal hereof or any portion of such principal that is $1,000 or an integral multiple thereof, at its optioninto the Company’s Common Stock, provided that shareholder ratification and approval of the issuance of the Notes has been obtained on or before April 14, 2004, at any time after the original issuance of the Notes hereunder through May 31, 2004 and prior to the close of business on the final maturity date of the Notes October 14, 2008 (except that, with respect to any Note or portion of a Note that shall be called for redemptionredemption or delivered for repurchase, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, terminate at the close of business on the one Business Day next immediately preceding the date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption or repurchase thereof) to convert the ). The principal amount of any such Note, or any portion of such principal amount which that is $1,000 or an integral multiple thereof, is convertible into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the aggregate principal amount of the Note Notes or portion thereof surrendered for conversion by the Conversion Price in effect at such timetime rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward) as such amount shall be certified by the Company as provided in an Officers’ Certificate, by surrender of the Note Notes so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.214.2. A Note (or portion thereof) in respect of which a holder is exercising its option to require redemption repurchase upon a Fundamental Change change of control pursuant to Section 3.5 of this Indenture, may only be converted only if such holder withdraws its election to exercise said redemption option in accordance with Section 3.5the terms of this Indenture. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his such holder’s Notes to Common Stock, Stock and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXIV.

Right to Convert. Subject to and upon compliance with the ---------------- provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes July 1, 2004 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or Section 3.4, at the close of business on the last Business Day next preceding prior to the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common StockXxxxxx Xxxxx, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Designated Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its the holder's option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes October 15, 2025 (except that, with respect to any Note or portion of a Note that shall be called for redemptionredemption or shall have been noticed for automatic conversion, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the last Business Day next preceding prior to the Redemption Date or the date fixed for redemption automatic conversion of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof or the delivery of shares on automatic conversion thereof) ), to convert the principal amount of any such Note, or any portion of such principal amount which is One Thousand United States Dollars ($1,000 1,000) or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and then only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes may be converted in accordance with this Article XV only if such holder withdraws such repurchase notice by delivering a written notice of withdrawal to the Company prior to the close of business on the last Business Day prior to the Repurchase Date.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes June 18, 2009 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption or repurchase, as applicable, thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen15. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article 15 only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four4, the - holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.215.02, Section 3.2 3.02 or Section 3.43.04, at ----- ---- ---- the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such the Note, or any portion of such principal amount which is $1,000 or an integral multiple thereofof $1,000, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by at the Conversion Price Rate in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.215.02. A Note in respect ----- of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 3.05(a) may be converted only if such ------- holder withdraws its election to exercise in accordance with Section 3.53.05(b). A ------- holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.15. --

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in 88 97 payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four5, the holder of any Note Debenture shall have the right, at its option, at any time after the original issuance earlier of (i) March 19, 2003, and (ii) the Notes hereunder through day immediately following the close of business on the final maturity date of the Notes share distribution in connection with the Company's Spin-Off of Agere Systems Inc., until 5:00 p.m., New York City time, on the Maturity Date (except that, with respect to any Note Debenture or portion of a Note Debenture that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 16.02 or Section 3.43.02, at the close of business on the Business Day next preceding the date fixed applicable Redemption Date for redemption of such Note Debenture or portion of a Note Debenture unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such NoteDebenture, or any portion of such principal amount which is equal to the $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note Debenture or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note Debenture so to be converted in whole or in part in the manner provided, together with any required funds, as provided in Section 15.216.02. A Note Debenture in respect of which a holder is exercising its option to require redemption upon a Fundamental Change of Control pursuant to Section 3.5 17.01 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.517.01(e). A holder of Notes Debentures is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes its Debentures to Common Stock, and only to the extent such Notes Debentures are deemed to have been converted to Common Stock under this Article Fifteen16.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes May 1, 2006 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after 60 days following the latest date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes November 1, 2000 (except that, with respect to any Note or portion of a Note that which shall be called for redemptionredemption or delivered for repurchase, such right shall terminate, except as provided in the fourth paragraph of Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business last Trading Day next preceding prior to the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such timetime and multiplying the resulting number of shares by , by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV." SECTION 2.4. The first paragraph of Section 16.4 of the Indenture is hereby amended by deleting the phrase "SoftKey International Inc., Xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000," in its entirety and substituting the phrase "Mattel, Inc., 000 Xxxxxxxxxxx Xxxxxxxxx, Xx Xxxxxxx, XX 00000,".

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after 60 days following the latest date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes November 1, 2000 (except that, with respect to any Note or portion of a Note that which shall be called for redemptionredemption or delivered for repurchase, such right shall terminate, except as provided in the fourth paragraph of Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business last Trading Day next preceding prior to the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such timetime and multiplying the resulting number of shares by 1.2, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV."

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.215.02, Section 3.2 3.02 or Section 3.43.04, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.215.02. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 3.05(a) may be converted only if such holder withdraws its election to exercise in accordance with Section 3.53.05(b). A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.215.02, Section 3.2 3.02 or Section 3.43.04, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the each $1,000 principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, the Notes into that a number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by equal to the Conversion Price Rate in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.215.02. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 3.05(a) may be converted only if such holder withdraws its election to exercise in accordance with Section 3.53.05(b). A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its the holder’s option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes March 26, 2027 (except that, subject to the fifth paragraph of Section 15.2 and Section 3.4, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the last Business Day next preceding prior to the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) ), to convert the principal amount of any such Note, or any portion of such principal amount which is One Thousand United States Dollars ($1,000 1,000) or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder’s election to require the Company to repurchase such holder’s Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such repurchase notice by delivering a written notice of withdrawal to the Company prior to the close of business on the last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes ____________, 2005 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption or repurchase, as applicable, thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen15. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article 15 only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its optionthe option of such holder, at any time after 60 days following the latest date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes August 15, 2003 (except that, with respect to any Note or portion of a Note that shall be called for redemptionredemption or delivered for repurchase, such right shall terminate, except as provided in the fourth paragraph of Section 15.214.2, Section 3.2 or Section 3.4, at immediately prior to the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which that is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the aggregate principal amount of the Note Notes or portion thereof surrendered for conversion by the Conversion Price in effect at such timetime rounded to the nearest 1/100,000th of a share (with .0000005 being rolled upward), by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.514.2. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his such holder's Notes to Common Stock, Stock and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXIV.

Right to Convert. Subject to and upon compliance with the provisions of this IndentureNote, including, without limitation, Article Four, the holder of any Note Conexant shall have the right, at its option, at any time after 60 days from the original issuance of the Notes hereunder this Note through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next immediately preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) Maturity Date to convert the outstanding principal amount of any such Note, this Note (or any portion of such principal amount which is $1,000 or an integral multiple thereof, ) into that a number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing equal to the principal amount of the this Note or portion thereof surrendered for conversion to be converted, divided by the Applicable Conversion Price in effect at such time, by surrender as of the Note so related Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Price of the Common Stock on the Trading Day immediately prior to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2Conversion Date. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes Conexant is not entitled to any rights of a holder of shares of Common Stock until such holder Conexant has converted his Notes to the principal amount of this Note (or any portion thereof) into shares of Common Stock, and only then to the extent such Notes are deemed to have Note has been converted to into shares of Common Stock under this Article FifteenSection 7. Upon any partial conversion, Skyworks shall issue new Notes identical in form to this Note in an aggregate principal amount equal to the principal amount outstanding after giving effect to such partial conversion. Notwithstanding the foregoing, Conexant may not exercise its rights to convert the principal amount of this Note (or any portion thereof) to the extent that such conversion would result in Conexant owning at any one time more than 10% of the then outstanding shares of Common Stock.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note a Holder shall have the right, at its such Holder's option, at any time after the original issuance of the Notes hereunder through prior to the close of business on the final maturity date of the Notes August ___, 2002 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 14.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption Redemption Date of such Note or portion of a Note, or such earlier date as the Holder presents the Note for redemption, unless the Company shall default in payment due upon redemption thereof, 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) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner providedpart, together with any required funds, in the manner provided in Section 15.214.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes Holder is not entitled to any rights of a holder of Common Stock until such holder Holder has converted his such Holder's Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXIV.

Right to Convert. Subject to and upon compliance with ---------------- the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after the original issuance of the Notes hereunder through prior to the close of business on the final maturity date of the Notes ___________ __, 2006 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the third paragraph of Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business last Trading Day next preceding prior to the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A ; provided, however, that in the event, at any -------- ------- time a Note is surrendered for conversion in respect of which a holder is exercising its option to require redemption upon a Fundamental Change whole or in part pursuant to this Section 3.5 may 15.1, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant thereto, then such Note (or portion thereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted only if into the right to receive from the Company, in lieu of the shares of Common Stock into which the Note would otherwise be converted and which the Company is unable to issue, a payment equal to the number of shares of Common Stock which the Company is unable to issue multiplied by the average of the Closing Price (as defined in Section 15.5(g)(1)) for the Company's Common Stock during the five (5) Trading Days (as defined in Section 15.5(g)(5)) immediately prior to the date on which such holder withdraws its election Note (or specified portion thereof) is deemed to exercise in accordance with Section 3.5have been converted pursuant to this Article, such calculations to be made by the Company. Any such payment shall, for all purposes of this Indenture and the Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of any such Note surrendered for conversion as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. For purposes of Sections 15.5 and 15.6, whenever a provision references the shares of Common Stock into which a Note (or a portion thereof) is convertible or the shares of Common Stock issuable upon conversion of a Note (or a portion thereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion of all outstanding Notes.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder Holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder Holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder Holder withdraws its election to exercise in accordance with Section 3.5. A holder Holder of Notes is not entitled to any rights of a holder Holder of Common Stock until such holder Holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes April 1, 2006 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes June 18, 2007 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in Section 15.2, 3.4 hereof and the fifth paragraph of Section 3.2 or Section 3.415.2 hereof, at the close of business on the Business Day next preceding the date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption or repurchase, as applicable, thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.515.2 hereof. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen15 hereof. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 hereof regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article 15 only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes December 31, 2009 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next immediately preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes February 15, 2007 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes [____________ ___, 2009] (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption or repurchase, as applicable, thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen15. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article 15 only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes November 15, 2006 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Fundamental Change may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes September 1, 2023 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next immediately preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase. A Note with respect to which a holder has delivered a notice in accordance with Section 17.1 regarding such holder's election to require the Company to repurchase such holder's Notes may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company in accordance with Section 17.4 prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note a Holder shall have the right, at its such Holder's option, at any time after the original issuance of the Notes hereunder through prior to the close of business on the final maturity date of the Notes July 15, 2002 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 14.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption Redemption Date of such Note or portion of a Note, or such earlier date as the Holder presents the Note for redemption, unless the Company shall default in payment due upon redemption thereof, 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) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner providedpart, together with any required funds, in the manner provided in Section 15.214.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes Holder is not entitled to any rights of a holder of Common Stock until such holder Holder has converted his such Holder's Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXIV.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the rightright to convert the principal hereof or any portion of such principal that is $1,000 or an integral multiple thereof, at its option, into the Company’s Common Stock at any time after following the original issuance earlier of (i) May 27, 2003 and (ii) the approval by the Company’s shareholders of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock to an amount sufficient to cover the conversion of the Notes hereunder through Notes, the conversion of the Company’s existing notes due in 2003 and 2008, the conversion of the Company’s convertible preferred stock issuable upon execution of the warrants granted to Centre Solutions (Bermuda) Limited and the exercise of outstanding options granted pursuant to the Company’s stock option plan, and prior to the close of business on the final maturity date of the Notes October 14, 2008 (except that, with respect to any Note or portion of a Note that shall be called for redemptionredemption or delivered for repurchase, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, terminate at the close of business on the one Business Day next immediately preceding the date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption or repurchase thereof) to convert the ). The principal amount of any such Note, or any portion of such principal amount which that is $1,000 or an integral multiple thereof, is convertible into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the aggregate principal amount of the Note Notes or portion thereof surrendered for conversion by the Conversion Price in effect at such timetime rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward) as such amount shall be certified by the Company as provided in an Officers’ Certificate, by surrender of following the Note so to be converted in whole or in part in the manner provided, together with any required funds, procedures specified in Section 15.214.2. A Note (or portion thereof) in respect of which a holder is exercising its option to require redemption repurchase upon a Fundamental Change change of control pursuant to Section 3.5 of this Indenture, may only be converted only if such holder withdraws its election to exercise said redemption option in accordance with Section 3.5the terms of this Indenture. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his such holder’s Notes to Common Stock, Stock and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXIV.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder Holders of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for entitled prior to March 15, 2005, subject to prior redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the any Notes, or portions thereof (in denominations of $1,000 in principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple multiples thereof), into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the aggregate principal amount of the Note Notes or portion thereof surrendered for conversion by the Conversion Price in effect at such timetime rounded to the nearest 1/100,000th of a share (with .000005 being rounded upward), by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.211.02; PROVIDED that in the case of Notes called for redemption, conversion rights will expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company subsequently defaults on payment of the Redemption Price. A Note in respect of for which a holder is Holder has delivered a Repurchase Event purchase notice exercising its the option of such Holder to require redemption upon a Fundamental Change the Company to repurchase such Note pursuant to Section 3.5 Article 3 may be converted only if such holder withdraws its election notice is withdrawn by a written notice of withdrawal delivered by the Holder to exercise in accordance with Section 3.5the Company prior to the close of business on the Business Day immediately preceding the Repurchase Date, unless the Company subsequently defaults on the payment of the Repurchase Price. A holder Holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his such Holder's Notes to Common Stock, Stock and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen11.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes March 15, 2005 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption or repurchase, as applicable, thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen15. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article 15 only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with ---------------- the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.

Right to Convert. Subject to and upon compliance with the provisions of this the Original Indenture, including, without limitation, Article Four, the holder Holder of any Note Convertible Debenture shall have the right, at its his or her option, at any time after the original issuance of the Notes hereunder through prior to the close of business on the final maturity date of the Notes August 24, 2004 (except that, with respect to any Note Convertible Debenture or portion of a Note that Convertible Debenture which shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.42.2, at the close of business on the Business Day next preceding the date fixed for redemption of such Note Convertible Debenture or portion of a Note Convertible Debenture unless the Company shall default in payment due upon redemption thereof) to convert the principal amount at maturity of any such NoteConvertible Debenture, or any portion of such principal amount at maturity which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock Shares (as such shares shall then be constituted), at a conversion price of $0.70 per Common Share (the "Conversion Price") obtained by dividing the principal amount (subject to adjustment as set forth in Section 14.4 of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such timeOriginal Indenture), by surrender of the Note Convertible Debenture so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.22.2. A Note in respect Holder of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes Convertible Debentures is not entitled to any rights of a holder of Common Stock Shares until such holder has converted his Notes Convertible Debenture to Common StockShares, and only to the extent such Notes Convertible Debentures are deemed to have been converted to Common Stock Shares under this Article Fifteen2.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes August 7, 2008 (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the last Business Day next preceding prior to the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) ), to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.XV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such repurchase notice by delivering a written notice of withdrawal to the Company prior to the close of business on the last Business Day prior to the day fixed for repurchase. If the holder of any Note exercises the right of conversion set forth in this Article XV prior to August 7, 2005, the Company shall make an additional payment in cash to such holder with respect to the Notes converted, in an amount (a "Holder Conversion Provisional Payment") equal to $50.00 per each $1,000 principal amount of the Note,

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof. The Notes will be convertible at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time), by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption repurchase upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its repurchase election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four4, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.215.02, Section 3.2 3.03 or Section 3.43.04, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.215.02. A Note in respect of which a holder is exercising its option to require redemption repurchase upon a Fundamental Change of Control pursuant to Section 3.5 3.05 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.53.05. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his such holder's Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen15.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article FourIV, the holder of any Note shall have the right, at its such holder's option, at any time after ninety (90) days following the latest date of original issuance of the Notes hereunder through thereof and prior to the close of business on the final maturity date of the Notes March 15, 2004 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, redemption such right shall terminate, except as provided in Section 15.2, Section 3.2 15.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral a multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained at the date of conversion obtained, by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its the option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.53.5 hereof. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its optionthe option of such holder, at any time after 90 days following the latest date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes November 28, 2003 (except that, with respect to any Note or portion of a Note that shall be called for redemptionredemption or delivered for repurchase, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, terminate at the close of business on the one Business Day next immediately preceding the date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which that is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the aggregate principal amount of the Note Notes or portion thereof surrendered for conversion by the Conversion Price in effect at such timetime rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward) as such amount shall be certified by the Company as provided in an Officers' Certificate, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.214.2. A Note (or portion thereof) in respect of which a holder is exercising its option to require redemption repurchase upon a Fundamental Change change of control pursuant to Section 3.5 of this Indenture, may only be converted only if such holder withdraws its election to exercise said redemption option in accordance with Section 3.5the terms of this Indenture. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his such holder's Notes to Common Stock, Stock and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXIV.

Right to Convert. Subject to and upon compliance with the ---------------- provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes August 15, 2006 (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) ), to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-non- assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on the last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with Following the provisions expiration or termination of this Indentureapplicable waiting periods under the HSR Act, including, without limitation, Article Fourincluding any extensions thereof, the holder of any this Note shall have the right, at its option, at any time after and from time to time, to convert, subject to the original issuance terms and provisions of this Section 7, all or any integral multiple of $100,000 of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the then outstanding principal amount of any this Note into such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock as is equal, subject to Section 7.7, to the quotient of the principal of this Note being so converted divided by the Conversion Price then in effect. Notwithstanding the foregoing, if the holder of this Note shall have purchased this Note in a public offering or subsequent to such a public offering thereof, then the holder of this Note may convert all or any integral multiple of $1,000 of the outstanding principal amount of this Note. Such conversion right shall be exercised by the surrender of this Note to the Company at any time during usual business hours at its principal place of business to be maintained by it, accompanied by written notice that the holder elects to convert this Note (as such or a specified portion of the outstanding principal amount thereof) and specifying the name or names (with address) in which a certificate or certificates for shares shall of Common Stock are to be issued and (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7.11. If less than all of the then outstanding principal amount of this Note is to be constituted) obtained by dividing converted, the Company will promptly issue and deliver to the holder a new Note in the principal amount of the Note or unconverted portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner submitted for conversion; provided, together with any required fundshowever, in Section 15.2. A that the principal amount of such Note shall not be less than $1,000.00; provided further, that if the principal amount of the unconverted portion of this Note is less than $1,000.00, then such amount shall be paid to the holder of this Note in respect of which a holder is exercising its option to require redemption cash or other immediately available funds upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteenconversion.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the rightright to convert the principal hereof or any portion of such principal that is $1,000 or an integral multiple thereof, at its option, into the Company’s Common Stock at any time after the original issuance of the Notes hereunder through prior to the close of business on the final maturity date of the Notes October 14, 2008 (except that, with respect to any Note or portion of a Note that shall be called for redemptionredemption or delivered for repurchase, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, terminate at the close of business on the one Business Day next immediately preceding the date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption or repurchase thereof) to convert the ). The principal amount of any such Note, or any portion of such principal amount which that is $1,000 or an integral multiple thereof, is convertible into that number of fully paid and non-assessable nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the aggregate principal amount of the Note Notes or portion thereof surrendered for conversion by the Conversion Price in effect at such timetime rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward) as such amount shall be certified by the Company as provided in an Officers’ Certificate, by surrender of the Note Notes so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.214.2. A Note (or portion thereof) in respect of which a holder is exercising its option to require redemption repurchase upon a Fundamental Change change of control pursuant to Section 3.5 of this Indenture, may only be converted only if such holder withdraws its election to exercise said redemption option in accordance with Section 3.5the terms of this Indenture. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his such holder’s Notes to Common Stock, Stock and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXIV.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his or her option, at any time after ninety (90) days following the latest date of original issuance of the Notes hereunder through (without taking into account any over-allotment option granted to the Notes Representatives as described in the Registration Statement) and prior to the close of business on the final maturity date of the Notes August _______ , 2004 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 15.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount at maturity of any such Note, or any portion of such principal amount at maturity which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount at maturity of the Note or portion thereof surrendered for conversion by $1,000 and multiplying the result so obtained by the Conversion Price Rate in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note each Holder shall have the right, at its such Holder’s option, at any time after the original issuance of the Notes hereunder through before the close of business on the final maturity date of Business Day immediately preceding the Notes Maturity Date (except that, with respect to any Note Debenture or portion of thereof subject to a Note that shall be called Redemption Notice or a duly completed election for redemptionrepurchase, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at terminate on the close of business on the Business Day next preceding prior to the date fixed for redemption of such Note Redemption Date, the Optional Repurchase Date or portion of a Note the Fundamental Change Purchase Date, as the case may be (unless the Company shall default defaults in the payment due upon redemption thereofor repurchase), provided, however, that a Holder may convert a Debenture or portion thereof subject to an election for repurchase only if such Holder withdraws such election in accordance with Section 3.04(e)) to convert the principal amount of any Debenture held by such NoteHolder, or any portion of such principal amount which is $1,000 or an integral multiple thereof, provided that the portion not so converted is in a minimum principal amount of $2,000, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by based on the Conversion Price Rate in effect at such time, by surrender of the Note so Debenture to be so converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.212.02. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes Holder is not entitled to any rights of a holder of Common Stock until such holder Holder has converted his Notes or her Debentures to Common Stock, and only to the extent such Notes Debentures are deemed to have been converted to Common Stock under this Article FifteenXII.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article FourIV, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, subject to withdrawal of conversion rights, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for withdrawal of the conversion rights or redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption or withdrawal thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 E1,000 or an integral multiple thereof, into that a number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner providedpart, together with any required funds, in the manner provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his its Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its option, at any time after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.has

Right to Convert. Subject to and upon compliance with the provisions of this Indenture (including Section 6.8 of the First Supplemental Indenture), including, without limitation, Article Four, the each holder of any Note Notes shall have the right, at its his or her option, at any time after the original issuance of the Notes hereunder through on or before the close of business on the final maturity date of last Trading Day prior to the Notes Stated Maturity Date (except that, (a) with respect to any Note or portion of a Note that shall be thereof which is called for redemptionredemption prior to such date, such right shall terminate, except as provided in the fourth paragraph of Section 15.2, Section 3.2 or Section 3.41602, at the close of business on the Business last Trading Day next preceding the date fixed for redemption (unless the Company defaults in payment of the Redemption Price in which case the conversion right will terminate at the close of business on the date such default is cured) and (b) with respect to any Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate at the close of a Note business on the Designated Event Offer Termination Date (unless the Company shall default defaults in the payment due upon redemption thereofrepurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 1006)) to convert the principal amount of any Note held by such Noteholder, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion to be converted by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.51602. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder of Notes has converted his or her Notes to Common Stock, and then only to the extent such Notes are deemed to have been converted to Common Stock under this Article Fifteen.Sixteen

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes August 15, 2006 (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or 15.2 and Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) ), to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on the last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, without limitation, Article FourArticle, the holder of any Note Debenture shall have the right, at its his option, at any time after ninety (90) days following the latest date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes January 6, 2013 (except that, with respect to any Note Debenture or portion of a Note that Debenture which shall be called for redemption, redemption such right shall terminate, except as provided in Section 15.2, Section 3.2 15.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note Debenture or portion of a Note Debenture unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such NoteDebenture, or any portion of such principal amount which is $1,000 or an integral a multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained at the date of conversion obtained, by dividing the principal amount of the Note Debenture or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note Debenture so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note Debenture in respect of which a holder is exercising its the option to require redemption repayment on the January 6, 2004 or upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise the option to require repayment in accordance with Section Sections 3.5, 3.6 and 3.7 hereof. A holder of Notes Debentures is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes Debentures to Common Stock, and only to the extent such Notes Debentures are deemed to have been converted to Common Stock under this Article FifteenXV.

Right to Convert. Subject to and upon compliance with the ---------------- provisions of this Indenture, including, without limitation, Article Four, the holder of any Note shall have the right, at its his option, at any time after following the date of original issuance of the Notes hereunder through and prior to the close of business on the final maturity date of the Notes September 1, 2004 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2, Section 3.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, provided in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company to repurchase such holder's Notes following the occurrence of a Repurchase Event may be converted in accordance with this Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on last Business Day prior to the day fixed for repurchase.

Right to Convert. Subject to and upon compliance with the provisions of this Indenture, including, including without limitation, limitation Article FourIV, the holder of any Note shall have the right, at its his option, at any time after 90 days following the latest date of original issuance of the Notes hereunder thereof through the close of business on the final maturity date of the Notes August 6, 2004 (except that, with respect to any Note or portion of a Note that which shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 15.2 or Section 3.4, at the close of business on the Business Day next preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided, together with any required funds, in Section 15.2. A Note in respect of which a holder is exercising its option to require redemption upon a Fundamental Change pursuant to Section 3.5 may be converted only if such holder withdraws its election to exercise in accordance with Section 3.5. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article FifteenXV.