Common use of Adjustment of Conversion Price Clause in Contracts

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment from time to time as follows: (a) In case the Company shall (1) make or pay a dividend (or other distribution) in shares of Common Stock on any class of Capital Stock of the Company, (2) subdivide its outstanding shares of Common Stock into a greater number of shares, (3) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Security been converted immediately prior thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock. (b) In case the Company shall issue rights, options or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (as determined pursuant to subsection (f) below) of the Common Stock on the record date mentioned below, the Conversion Price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) the Conversion Price in effect immediately prior to the date of issuance of such rights, options or warrants by a fraction, of which (2) the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur . (c) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, shares of Capital Stock other than Common Stock, cash or other assets (including securities, but other than (x) regular dividends or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (b) above), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection (f) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence of such fair market value) of the portion of the assets so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so converted

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, Price shall be subject to adjustment from time to time as follows: (a) In case the Company shall (1) make or pay a dividend (or other distribution) in shares of Common Stock on any class to holders of Capital Stock of the CompanyCommon Stock, (2) make a distribution in shares of Common Stock to holders of Common Stock, (3) subdivide its outstanding shares of Common Stock into a greater number of shares, shares of Common Stock or (34) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the CompanyStock, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder holder of any Security Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Security Notes been converted immediately prior thereto. An Any adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date Record Date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case the Company shall issue rights, options rights or warrants to substantially all holders of Common Stock entitling them (for a period commencing no earlier than the Record Date for the determination of holders of Common Stock entitled to receive such rights or warrants and expiring not more than 45 days after such Record Date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share less than the current market price per share (as determined pursuant to subsection (f) below) of the Common Stock on the record date mentioned belowsuch Record Date, the Conversion Price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to the date of issuance of such rights, options or warrants Record Date by a fraction, fraction of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuanceRecord Date, plus (B) the number of shares of Common Stock which the aggregate offering price of the total number offered shares of shares Common Stock (or the aggregate conversion price of the convertible securities so offered for subscription or purchase offered) would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) which the denominator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, Record Date plus (B) the number of additional shares of Common Stock offered (or into which are the convertible securities so offered for subscription or purchaseare convertible). Such adjustment adjustments shall become effective immediately, except as provided in subsection (h) below, immediately after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur Record Date. (c) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, shares of Capital Stock capital stock of the Company other than Common Stock, cash evidences of indebtedness or other assets (including securities, but other than (x) regular cash dividends out of current or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (b) aboveretained earnings), or shall distribute to substantially all holders of Common Stock rights or warrants to subscribe for securities (other than those referred to in subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection (f) below) of the Common Stock on the record date Record Date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, shall be conclusive evidence of such fair market valuevalue and described in a Board Resolution) of the portion of the assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, immediately after the record date Record Date for the determination of stockholders the holders of Common Stock entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock distribute rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) ("Rights") pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall may, in lieu of making any adjustment pursuant to this Section 5.06, make proper provision so that each holder of a Note who converts such Note (or any portion thereof) after the Holder Record Date for such distribution and prior to the expiration or redemption of any Security surrendered for conversion will the Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion SharesSHARES"), a number of rights or warrants Rights to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants Rights of separate certificates evidencing such rights or warrants Rights (the "Distribution Date"), the same number of rights or warrants Rights to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, Rights; and (ii) if such conversion occurs after such the Distribution Date, the same number of rights or warrants Rights to which a holder of the number of shares of Common Stock into which the principal amount of the Note so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (d) In case the Company shall, by dividend or otherwise, at any time distribute to all holders of its Common Stock cash (including any distributions of cash out of current or retained earnings of the Company but excluding any cash that is distributed as part of a distribution requiring a Conversion Price adjustment pursuant to paragraph (c) of this Section 5.06) in an aggregate amount that, together with the sum of (x) the aggregate amount of any other distributions to all holders of its Common Stock made in cash plus (y) all Excess Payments, in each case made within the 12 months preceding the date fixed for determining the stockholders entitled to such Security distribution (the "Distribution Record Date") and in respect of which no Conversion Price adjustment pursuant to paragraphs (c) or (e) of this Section 5.06 or this paragraph (d) has been made, exceeds 10% of the product of the current market price per share (determined as provided in paragraph (f) of this Section 5.06) of the Common Stock on the Distribution Record Date times the number of shares of Common Stock outstanding on the Distribution Record Date (excluding shares held in the treasury of the Company), the Conversion Price shall be reduced so convertedthat the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (d) by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (f) of this Section 5.06) of the Common Stock on the Distribution Record Date less the amount of such cash and other consideration (including any Excess Payments) so distributed applicable to one share (based on the pro rata portion of the aggregate amount of such cash and other consideration (including any Excess Payments), divided by the shares of Common Stock outstanding on the Distribution Record Date) of Common Stock and the denominator shall be such current market price per share (determined as provided in paragraph (f) of this Section 5.06) of the Common Stock on the Distribution Record Date, such reduction to become effective immediately prior to the opening of business on the day following the Distribution Record Date. (e) In case a tender offer or other negotiated transaction made by the Company or any Subsidiary for all or any portion of the Common Stock shall be consummated, if an Excess Payment is made in respect of such tender offer or other negotiated transaction and the amount of such Excess Payment, together with the sum of (x) the aggregate amount of all Excess Payments plus (y) the aggregate amount of all distributions to all holders of the Common Stock made in cash (specifically including distributions of cash out of retained earnings), in each case made within the 12 months preceding the date of payment of such current negotiated transaction consideration or expiration of such current tender offer, as the case may be (the "Purchase Date"), and as to which no adjustment pursuant to paragraph (c) or paragraph (d) of this Section 5.06 or this paragraph (e) has been made, exceeds 10% of the product of the current market price per share (determined as provided in paragraph (f) of this Section 5.06) of the Common Stock on the Purchase Date times the number of shares of Common Stock outstanding (including any tendered shares but excluding any shares held in the treasury of the Company) on the Purchase Date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (e) by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (f) of this Section 5.06) of the Common Stock on the Purchase Date less the amount of such Excess Payments and such cash distributions, if any, applicable to one share (based on the PRO RATA portion of the aggregate amount of such Excess Payments and such cash distributions, divided by the shares of Common Stock outstanding on the Purchase Date) of Common Stock and the denominator shall be such current market price per share (determined as provided in paragraph (f) of this Section 5.06) of the Common Stock on the Purchase Date, such reduction to become effective immediately prior to the opening of business on the day following the Purchase Date. (f) The current market price per share of Common Stock on any date shall be deemed to be the average of the Daily Market Prices for the shorter of (i) ten consecutive business days ending on the last full trading day on the exchange or market referred to in determining such Daily Market Prices prior to the time of determination or (ii) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or such warrants or such other distribution or such negotiated transaction through such last full trading day on the exchange or market referred to in determining such Daily Market Prices prior to the time of determination. (g) In any case in which this Section 5.06 shall require that an adjustment be made immediately following a Record Date, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 5.10 hereof) issuing to the holder of any Note converted after such Record Date the shares of Common Stock and other Capital Stock of the Company issuable upon such conversion over and above the shares of Common Stock and other Capital Stock of the Company issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence of the right to receive such shares.

Adjustment of Conversion Price. The conversion price or rate (herein called a) If and whenever after the "Conversion Price") for a series of Securities shall be as Subscription Date, and subject to the restrictions set forth in a Board ResolutionSection 17, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment from time to time as follows: (a) In case the Company shall (1A) make or pay a dividend (or other distribution) on its Common Shares in shares of Common Stock on any class of Capital Stock of the CompanyShares, (2B) make a distribution on its Common Shares in Common Shares, (C) subdivide its outstanding shares of Common Stock Shares into a greater number of shares, or (3D) combine its outstanding shares of Common Stock Shares into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price in effect immediately prior to such action thereto shall be adjusted so that the Holder holder of any Security Note thereafter surrendered for conversion shall be entitled to receive the that number of shares of Common Stock or other capital stock of the Company Shares which he it would have owned immediately following such action received had such Security Note been converted immediately prior theretoto the happening of such event (without taking into account any limitations or restrictions on the convertibility of the Notes). An adjustment made pursuant to this subsection (ai) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) On or after the consummation of a Qualified IPO, the Conversion Price shall be adjusted from time to time by the Company as follows: (i) In case the Company shall issue rights, options or warrants (other than pursuant to a shareholders rights plan) to all or substantially all holders of its Common Stock Shares entitling them to subscribe for or purchase shares of Common Stock Shares (or securities convertible into or exercisable or exchangeable for Common Shares) at a price per share (or having a conversion, exercise or exchange price per share) less than the current market price Closing Sale Price per share (as determined pursuant to subsection (f) below) of the Common Stock Share on the record date mentioned belowfor the determination of shareholders entitled to receive such rights, options or warrants (or if no such record date is fixed, the Business Day immediately prior to the date of announcement of such issuance) (treating the conversion, exercise or exchange price per share of the securities convertible into or exercisable or exchangeable for Common Shares as equal to (x) the sum of (i) the price for a unit of the security convertible into or exercisable or exchangeable for Common Shares and (ii) any additional consideration initially payable upon the conversion of such security into or exercise or exchange of such security for Common Shares divided by (y) the number of Common Shares initially underlying such security), the Conversion Price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplyingmultiplying the Conversion Price in effect at the opening of business on the date after such record date (or if no such record date is fixed, the applicable Business Day) by a fraction of which: (A) the numerator shall be the number of Common Shares outstanding on the close of business on such record date with respect to such issuance (or if no record date is fixed, the date of announcement of such issuance), plus the number of shares which the aggregate subscription or purchase price for the total number of Common Shares underlying the rights options, or warrants so issued (or the aggregate conversion, exercise or exchange price of the securities so offered) would purchase at the Current Market Price of the Common Shares on such record date; and (B) the denominator shall be the number of Common Shares outstanding at the close of business on the record date with respect to such issuance (or if no such record date is fixed, the date immediately prior to the date of announcement of such issuance), plus the total number of additional Common Shares underlying the rights, options or warrants so issued. Such adjustment shall be made successively whenever any such rights, options or warrants are issued, and shall become effective on the day following the date of such announcement of such issuance. (1) In case the Company shall distribute to all or substantially all holders of its Common Shares any Capital Shares of the Company (other than Common Shares), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding (A) dividends or distributions paid exclusively in cash or (B) dividends or distributions referred to in subsection (4) of this Section 7(b)(ii)), or shall distribute to all or substantially all holders of its Common Shares rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (2) of this Section 7(b)(ii)) and also excluding the distribution of rights to all holders of Common Shares pursuant to a Rights Plan or the detachment of such rights to the extent set forth in Section 7(b)(ii)(3), then in each such case the Conversion Price shall be adjusted to equal the price determined by multiplying the current Conversion Price by a fraction of which: (A) the numerator shall be the Current Market Price per Common Share on such record date; less the fair market value on such record date (as determined in good faith by the board of directors of the Company) of the portion of the distributed assets so distributed applicable to one Common Share (determined on the basis of the number of Common Shares outstanding on the record date); and (B) the denominator shall be such Current Market Price on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (2) In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. (3) In the event that the Company has in effect a preferred shares rights plan ("RIGHTS PLAN"), following conversion of the Notes into Common Shares, to the extent that such Rights Plan is in effect upon such conversion, the holders of Notes will receive as owners of the Common Shares, the rights described in the Rights Plan (whether or not the rights have separated from the Common Shares at the time of conversion), subject to the limitations set forth in any such Rights Plan. If the Rights Plan provides that upon separation of rights under such plan from the Common Shares that the Holders would not be entitled to receive any such rights in respect of the Common Shares issuable upon conversion of the Notes, the Conversion Price will be adjusted as provided in this Section 7(b) (with such separation deemed to be the distribution of such rights), subject to readjustment in the event of the expiration, termination or redemption of the rights. Any distribution of rights or warrants pursuant to a Rights Plan that would allow a holder to receive, following conversion as owners of the Common Shares, the rights described in the Rights Plan (whether or not the rights have separated from the Common Shares at the time of conversion) shall not constitute a distribution of rights or warrants pursuant to this Section 7(b)(ii). (4) Rights, options or warrants distributed by the Company to all or substantially all holders of Common Shares entitling the holders thereof to subscribe for or purchase shares of the Company's Capital Shares (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events ("TRIGGER EVENT"): (i) are deemed to be transferred with such Common Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Shares, shall be deemed not to have been distributed for purposes of this Section 7 (and no adjustment to the Conversion Price under this Section 7 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under this Section 7(b)(ii). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Issuance Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 7 was made, in the case of any such rights, options or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Shares with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all or substantially all holders of Common Shares as of the date of such redemption or repurchase. (iii) In case the Company shall, by dividend or otherwise, at any time distribute (a "TRIGGERING Distribution") to all or substantially all holders of its Common Shares cash, the Conversion Price shall be adjusted so that the same shall equal the rate determined by multiplying such Conversion Price in effect immediately prior to the Business Day immediately preceding the record date of issuance of ("DETERMINATION DATE") for such rights, options or warrants Triggering Distribution is declared by the Company by a fraction, fraction of which: (2A) the numerator shall be such Current Market Price per share of the Common Shares (Aas determined in accordance with subsection (v) of this Section 7(b)) on the Determination Date, less the Triggering Distribution applicable to one Common Share (determined on the basis of the number of shares of Common Stock Shares outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus Determination Date); and (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator shall be (A) the number of shares of Common Stock outstanding such Current Market Price on the date of issuance of such rights, options or warrants, Determination Date. Such decrease to become effective immediately prior to such issuancethe opening of business on the day following the date on which the Triggering Distribution is paid. In lieu of the foregoing adjustment, plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediatelyHolder may elect to receive, except pursuant to, and subject to the limitations in, Section 19, the cash distribution the Holder would be entitled to receive as provided in subsection (h) below, after if the Holder had completely converted this Note immediately prior to the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur distribution. (civ) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, purchase any shares of Capital Stock other than the Common StockShares by means of tender offer, cash or other assets then effective immediately prior to the opening of business on the day after the last date (including securities, but other than the "EXPIRATION DATE") tenders could have been made pursuant to such tender offer (xas it may be amended) regular dividends or distributions paid exclusively in cash or (y) any dividend or distribution for the last time at which an adjustment such tenders could have been made on the Expiration Date is required to be made in accordance with subsection (a) or (b) abovehereinafter sometimes called the "EXPIRATION TIME"), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date close of such distribution business on the Expiration Date by a fraction of which which: (A) the numerator shall be product of the current market price per share number of Common Shares outstanding (determined including Purchased Shares (as provided in subsection (f) defined below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence of such fair market value) of the portion of the assets so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, but excluding any shares held in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% treasury of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time multiplied by a fraction the Current Market Price per Common Share (as determined in accordance with subsection (v) of which this Section 7(b)); and (B) the numerator denominator shall be the sum of (ix) the product of the then current market price per share aggregate consideration (determined as provided in subsection (f) set forth below) payable to shareholders of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders Company based on the acceptance (up to any maximum specified in the terms of the Offertender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted accepted, up to any such maximum, being referred to as the "Purchased SharesPURCHASED SHARES") and the denominator shall be (y) the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Common Shares outstanding (less any Purchased Shares, such reduction to become effective Shares and excluding any shares held in the treasury of the Company) immediately prior to the opening of business on Expiration Time and the day following the Expiration TimeCurrent Market Price per Common Share (as determined in accordance with subsection (v) this Section 7(b)). For purposes of this subsection (eSection 7(b)(iv), the aggregate consideration in any such tender offer shall equal the sum of the aggregate amount of cash consideration and the aggregate fair market value of any consideration with respect to an Offer shall be reasonably (as determined in good faith by the Board board of Directors directors of the Company) of any other consideration payable in such tender offer. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 7(b)(iv) to any tender offer would result in an increase to the Conversion Price, no adjustment shall be made for such tender offer under this Section 7(b)(iv). For purposes of this Section 7(c)(iv), the term "tender offer" shall mean and described include both tender offers and exchange offers, all references to "purchases" of shares in a Board Resolutiontender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. (fv) For the purpose of any computation under subsections clauses (bi), (c), (dii) and (eiii) aboveof Section 7(b), the current market price (the "CURRENT MARKET PRICE") per share of Common Stock Share on any date shall be deemed to be the arithmetic average of the Last daily Closing Sale Prices of a share of Common Stock for the five twenty (20) consecutive Trading Days selected by the Company commencing not more than 20 eleven (11) Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," record date with respect to the issuancedistributions, distribution issuances or Offer other events requiring such computationcomputation under this Section 7. For purposes of any computation under subsection (iv) of this paragraphSection 7(b), the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Current Market Price per Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws Share shall be deemed to be superseded by the provisions arithmetic average of such lawsthe daily Closing Date Prices for the ten (10) consecutive Trading Days commencing on the Trading Day next preceding the Expiration Date. (hvi) In any case in which this Section 1704 7(b) shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record datedate or a Determination Date or Expiration Date, as the case may be, established for purposes of this Section 7, the Company may elect to defer the effectiveness of such adjustment (but in no event only until a date later than five Business Days following the effective time delivery by the Company to the holders of the event giving rise notice described in Section 8(d)) issuing to such adjustment), in which case the Company shall, with respect to holder of any Security Note converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to Determination Date or Expiration Date the Holder of such Security the number of shares of Common Stock Shares and other Capital Stock capital shares of the Company (or other assets or securities) issuable upon such conversion in excess of over and above the number of shares of Common Stock Shares and other Capital Stock capital shares of the Company issuable thereupon only upon such conversion on the basis of the Conversion Price prior to adjustment and (ii)adjustment; and, not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock in lieu of the shares the issuance of which is so deferred, the Company (shall issue or other assets cause its transfer agents to issue evidence prepared by the Company of the right to receive such shares. If any distribution in respect of which an adjustment to the Conversion Price is required to be made as of the record date or securities) issuable on such conversion. (i) No adjustment in Determination Date or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of readjusted to the Conversion Price; provided, however, that any adjustments Price which by reason of this subsection (i) are would then be in effect if such record date had not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent been fixed or to the nearest one-hundredth of a share, as the case may besuch effective date or Determination Date or Expiration Date had not occurred. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) For purposes of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so converted7

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, Price shall be subject to adjustment from time to time as follows: (a) In case If at any time after the Company date of this Debenture, Maker shall (1) make or pay a dividend (or other distribution) in shares of Common Stock on any class of Capital Stock of the Company, (2) subdivide its outstanding shares of Common Stock into a greater number of shares, (3) combine its Shares the Conversion Price and Mandatory Conversion Threshold in effect immediately prior to such issuance or subdivision shall be proportionately reduced. If the outstanding shares of Common Stock Shares shall be combined into a smaller number of shares shares, the Conversion Price and Mandatory Conversion Threshold in effect immediately prior to such combination shall be proportionately increased. The Conversion Price and Mandatory Conversion Threshold also shall be appropriately adjusted in the event of the subsequent issuance of Shares or (4) issue securities convertible into Shares, by reclassification way of its Common Stock any security dividend or distribution, the issuance of rights, options or warrants to all or substantially all the holders of Shares or the distribution of shares of any other class of shares, rights, options, warrants, evidences of indebtedness or assets. (b) Except as set forth herein, if at any time after the date of this Third Amended and Restated Debenture, the Maker shall issue or sell Common Stock, or warrants or options exercisable for Common Stock, preferred stock convertible into Common Stock, or any other securities convertible into Common Stock, in a capital stock of the Companyraising transaction, at a consideration per share, or exercise or conversion price per share, as applicable, less than the Conversion Price in effect immediately prior to such action issuance, the Conversion Price shall be adjusted so that reduced to such issuance price. For purposes of determining the Holder issuance price, the amount of consideration paid upon issuance of the security and any Security thereafter surrendered for additional consideration to be paid upon conversion or exercise of the same security shall be entitled combined to receive determine the total issuance price. The following securities shall be excluded from the foregoing and shall not result in any change to the Conversion Price: (i) capital stock, options or convertible securities issued to directors, officers, employees or consultants of the Maker in connection with their service as directors of the Maker, their employment by the Maker or their retention as consultants by the Maker, (ii) shares of Common Stock issued upon the conversion or exercise of options or convertible securities that were issued and outstanding on the date immediately preceding the date of this Third Amended and Restated Debenture, provided such securities are not amended after the date of this Third Amended and Restated Debenture to increase the number of shares of Common Stock issuable thereunder or other capital stock of to lower the Company which he would have owned immediately following such action had such Security been converted immediately prior thereto. An adjustment made exercise or conversion price thereof (iii) securities issued pursuant to this subsection the Third Amended and Restated Debenture and securities issued upon the exercise or conversion of those securities, (aiv) shall become effective immediately, except as provided in subsection (h) below, after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock. (b) In case the Company shall issue rights, options or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at issued or issuable by reason of a price per share less than dividend, stock split or other distribution on shares of Common Stock (but only to the current market price per share (as determined extent that such a dividend, split or distribution results in an adjustment in the Conversion Price pursuant to subsection the other provisions of this Third Amended and Restated Debenture), and (fv) below) capital stock, options or convertible securities issued as consideration for an acquisition or strategic transaction approved by a majority of the Common Stock on disinterested directors of the record date mentioned belowMaker, provided that any such issuance shall only be a person or entity (or to the equityholders of an entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Maker and shall provide to the Maker additional benefits in addition to the investment of funds, but shall not, for the purposes of this clause (v), include a transaction in which the Maker is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. Notwithstanding the foregoing, no adjustment to the Conversion Price shall be adjusted to made as a priceresult of the Maker’s sale of securities through February 1, computed to the nearest cent, so that the same shall equal the price determined by multiplying:2024. (1c) No adjustment in the Conversion Price in effect immediately prior to the date of issuance of such rights, options or warrants by a fraction, of which (2) the numerator shall be (A) and/or the number of shares of Common Stock outstanding on subject to the date Debenture need be made if such adjustment would result in a change in the Conversion Price of issuance of such rights, options less than one cent ($0.01) or warrants, immediately prior to such issuance, plus (B) a change in the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator shall be (A) the number of subject shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus less than one-tenth (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur . (c) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, shares of Capital Stock other than Common Stock, cash or other assets (including securities, but other than (x) regular dividends or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (b) above), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection (f) below1/10th) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence of such fair market value) of the portion of the assets so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per a share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or Upon any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to hereunder, Maker will compute the adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay prepare and furnish to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of Purchaser a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of showing in detail the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedadjustment is based.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities Price shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time by the Company as follows: (a) In case the Company shall (1) make or hereafter pay a dividend (or other distribution) make a distribution to all holders of the outstanding Common Stock in shares of Common Stock on any class of Capital Stock of the Company, (2) subdivide its outstanding shares of Common Stock into a greater number of shares, (3) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the CompanyStock, the Conversion Price in effect immediately prior to such action shall be adjusted so that at the Holder opening of any Security thereafter surrendered business on the date following the date fixed for conversion shall be the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the Record Date (as defined in Section 15.5(g)) fixed for such determination and the denominator of which shall be the sum of such number of shares and the total number of shares constituting such dividend or other capital stock of the Company which he would have owned immediately following distribution, such action had such Security been converted immediately prior thereto. An adjustment made pursuant reduction to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in opening of business on the case of a subdivision, combination day following the Record Date. The Company will not pay any dividend or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of make any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including distribution on shares of Common Stock) Stock held in the treasury of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock. (b) In case the Company shall issue rights, options rights or warrants to all holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the date fixed for determination of stockholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share Current Market Price (as determined pursuant to subsection (fdefined in Section 15.5(g)) below) of the Common Stock on the record date mentioned belowRecord Date fixed for determination of stockholders entitled to receive such rights or warrants, the Conversion Price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to at the opening of business on the date of issuance of such rights, options or warrants after the Record Date by a fraction, of which (2) fraction the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the date of issuance of such rights, options or warrants, immediately prior to such issuance, Record Date plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price)Current Market Price, and of which (3) the denominator of which shall be (A) the number of shares of Common Stock outstanding on the date close of issuance of such rights, options or warrants, immediately prior to such issuance, business on the Record Date plus (B) the total number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided in subsection (h) below, immediately after the record date opening of business on the day following the Record Date fixed for the determination of holders stockholders entitled to receive such rights or warrants; provided. To the extent that shares of Common Stock are not delivered after the expiration or termination of such rights or warrants, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. In the event that such rights or warrants are not so issued, the Conversion Price shall again be adjusted as provided to be the Conversion Price which would then be in this subsection (b) until effect if such triggering events date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall occur be taken into account any consideration received for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors. (c) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock of the Company (other than any dividends or distributions to which Section 15.5(a) applies) or evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in Section 15.5(b), and excluding any dividend or distribution (x) in connection with the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, (y) exclusively in cash or (z) referred to in Section 15.5(a) (any of the foregoing hereinafter in this Section 15.5(d) called the "Securities"), then, in each such case, the Conversion Price shall be reduced so that the same shall be equal to the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in Section 15.5(g)) with respect to such distribution by a fraction of which the numerator shall be the Current Market Price (determined as provided in Section 15.5(g)) on such date less the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) on such date of the portion of the Securities so distributed applicable to one share of Common Stock and the denominator shall be such Current Market Price, such redaction to become effective immediately prior to the opening of business on the day following the Record Date; provided, however, that in the event the then fair market value (as so determined) of the portion of the Securities so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive upon conversion the amount of Securities such holder would have received had such holder converted each Note on such date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 15.5(d) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price pursuant to Section 15.5(g) to the extent possible. Notwithstanding the foregoing provisions of this Section 15.5(d), no adjustment shall be made hereunder for any distribution of Securities if the Company makes proper provision so that each Noteholder who converts such Note (or any portion thereof) after the date fixed for determination of stockholders entitled to receive such distribution shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the amount and kind of Securities that such holder would have been entitled to receive if such holder had, immediately prior to such determination date, converted such Note into Common Stock; provided that, with respect to any Securities that are convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Securities receivable upon conversion of such Note would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Note. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, shall not be deemed distributed for purposes of this Section 15.5(d) (and no adjustment to the Conversion Price under Section 15.5(d) will be required) until the occurrence of the earliest Trigger Event. In addition, in the event of any distribution of rights or warrants, or any Trigger Event with respect thereto, that shall have resulted in an adjustment to the Conversion Price under this Section 15.5(d), (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants all of which shall have expired or been terminated without exercise by any holder thereof, the Conversion Price shall be readjusted as if such issuance had not occurred. For purposes of this Section 15.5(d) and Sections 15.5(a) and (b), any dividend or distribution to which this Section 15.5(d) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of capital stock other than such shares of Common Stock or rights or warrants (and any Conversion Price reduction required by this Section 15.5(d) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Conversion Price reduction required by Sections 15.5(a) and (b) with respect to such dividend or distribution shall then be made, except (A) the Record Date of such dividend or distribution shall be substituted as "the date fixed for the determination of stockholders entitled to receive such dividend or other distribution" and "the date fixed for such determination" within the meaning of Sections 15.5(a) and (b) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed "outstanding at the close of business on the date fixed for such determination" within the meaning of Section 15.5(a). (e) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is distributed upon a merger or consolidation to which Section 15.6 applies or as part of a distribution referred to in Section 15.5(d)) in an aggregate amount that, combined together with (1) the aggregate amount of any other such distributions to all holders of its Common Stock made exclusively in cash within the twelve (12) months preceding the date of payment of such distribution, and in respect of which no adjustment pursuant to this Section 15.5(e) has been made, and (2) the aggregate of any cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of consideration payable in respect of any tender offer, by the Company or any of its Subsidiaries subsidiaries for all or any portion of the Common Stock concluded within the twelve (12) months preceding the date of payment of such distribution, and in respect of which no adjustment pursuant to Section 15.5(f) has been made, exceeds 20.0% of the product of the Current Market Price (determined as provided in Section 15.5(g)) on the Record Date with respect to such distribution times the number of shares of Common Stock outstanding on such date, then, and in each such case, immediately after the close of business on such date, unless the Company elects to reserve such cash for distribution to the holders of the Notes upon the conversion of the Notes so that any such holder converting Notes will receive upon such conversion, in addition to the shares of Common Stock to which such holder is entitled, the amount of cash which such holder would have received if such holder had, immediately prior to the Record Date for such distribution of cash, converted its Notes into Common Stock, the Conversion Price shall distribute be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on such date by a fraction (i) the numerator of which shall be equal to the Current Market Price on the Record Date less an amount equal to the quotient of (x) the excess of such combined amount over such 20.0% and (y) the number of shares of Common Stock outstanding on the Record Date and (ii) the denominator of which shall be equal to the Current Market Price on such date; provided, however, that in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted each Note on the Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. (f) In case a tender offer made by the Company or any of its subsidiaries for all or any portion of the Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (1) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender offer, of consideration payable in respect of any other tender offer, by the Company or any of its subsidiaries for all or any portion of the Common Stock expiring within the twelve (12) months preceding the expiration of such tender offer, and in respect of which no adjustment pursuant to this paragraph (f) has been made, and (2) the aggregate amount of any distributions to all holders of the Company's Common Stock evidences of indebtedness, shares of Capital Stock other than Common Stock, cash or other assets (including securities, but other than (x) regular dividends or distributions paid made exclusively in cash or within twelve (y12) months preceding the expiration of such tender offer, and in respect of which no adjustment pursuant to paragraph (e) of this Section has been made, exceeds 20.0% of the product of the Current Market Price (determined as provided in paragraph (g) of this Section) as of the last time (the "Expiration Time") tenders could have been made pursuant to such tender offer (as it may be amended) times the number of shares of Common Stock outstanding (including any dividend or distribution for which an adjustment is required to be made in accordance with subsection (atendered shares) or (b) above)on the Expiration Time, subsection (a) or (b) above)then, then and in each such case case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the date of such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection (f) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence of such fair market value) of the portion of the assets so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so converteds

Adjustment of Conversion Price. The Unless otherwise specified as contemplated by Section 2.02 for Securities of that series, the conversion price or rate (herein called the "Conversion Price") for a series of Securities convertible into Common Stock shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time as follows: (a) In case the Company shall (1) make or pay a dividend (or other distribution) make a distribution on Common Stock in shares of Common Stock on any class of Capital Stock of the CompanyStock, (2) subdivide its the outstanding shares of Common Stock into a greater number of shares, shares or (3) combine its the outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price in effect immediately prior to such action conversion price for the Securities of that series shall be adjusted so that the Holder of any such Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action or have been entitled to receive after the happening of any of the events described above had such Security been converted immediately prior theretoto the record date in the case of a dividend or distribution or the effective date in the case of subdivision or combination. An adjustment made pursuant to this subsection (aSection 12.05(a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution distribution, except as provided in Section 12.05(h), and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case the Company shall issue rights, options rights or warrants to all holders of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as determined pursuant to subsection (fdefined for purposes of this Section 12.05(b) below) of the Common Stock on in Section 12.05(e)), at the record date mentioned belowfor the determination of stockholders entitled to receive such rights or warrants, the Conversion Price conversion price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price conversion price in effect immediately prior to the date of issuance of such rights, options rights or warrants by a fraction, of which (2) the numerator of which shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options rights or warrants, immediately prior to such issuance, warrants plus (B) the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator of which shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options rights or warrants, immediately prior to such issuance, warrants plus (B) the number of additional shares of Common Stock which are so offered for subscription receivable upon exercise of such rights or purchasewarrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subsection (h) belowSection 12.05(h), after such record date. In determining whether any rights or warrants entitle the record date Holders of the Securities of that series to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the determination aggregate offering price of holders entitled to receive such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants; providedwarrants plus the exercise price thereof, howeverthe value of such consideration or exercise price, that as the case may be, if any such rightsother than cash, options or warrants issued to be determined by the Company as described in this subsection (b) are only exercisable upon the occurrence Board of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur Directors. (c) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, any shares of Capital Stock of the Company (other than Common Stock, cash ) or other evidences of its indebtedness or assets (including securities, but other than (x) regular excluding cash dividends or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (afrom retained earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (bexcluding those rights or warrants referred to in Section 12.05(b) above) (any of the foregoing, for purposes of this paragraph (c), subsection (a) or (b) abovethe “Special Securities”), then then, in each such case case, unless the Conversion Price Company elects to reserve such Special Securities for distribution to the Holders of Securities of that series upon the conversion so that any such Holder converting such Securities will receive upon such conversion, in addition to the shares of Common Stock to which such Holder is entitled, the amount and kind of Special Securities which such Holder would have received if such Holder had, immediately prior to the record date for the distribution of the Special Securities, converted Securities into Common Stock, the conversion price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price conversion price in effect immediately prior to the date of such distribution by a fraction the numerator of which the numerator shall be the current market price per share (determined as provided defined, for purposes of this Section 12.05(c), in subsection (f) belowSection 12.05(e)) of the Common Stock on the record date mentioned below above less the then fair market value (as determined by the Board of DirectorsDirectors of the Company, whose determination shall, if made in good faith, be conclusive evidence of such fair market valueconclusive) of the portion of the assets Special Securities so distributed applicable to one share of Common Stock, and the denominator of which the denominator shall be such the current market price per share (as defined in Section 12.05(e)) of Common Stock; provided, however, that in the event the then fair market value (as so determined) of the portion of the Special Securities so distributed applicable to one share of Common StockStock is equal to or greater than the current market price per share (as defined in Section 12.05(e)) of Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of Securities of that series shall have the right to receive the amount and kind of Special Securities such Holder would have received had such Holder converted such Securities immediately prior to the record date for the distribution of the Special Securities. Such adjustment shall become effective immediately, except as provided in subsection Section 12.05 (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company If, pursuant to Sections 12.05(b) or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above12.05(c), or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) shall have been adjusted because the Company has declared a dividend, or made a distribution, on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share outstanding shares of Common Stock equals in the form of any right or exceeds such current market price per share warrant to purchase securities of Common Stockthe Company, or the Company has issued any such current market price exceeds right or warrant, then, upon the expiration of any such amount of cash by less that $0.10 per shareunexercised right or unexercised warrant, the Conversion Price conversion price shall not forthwith be adjusted pursuant to this subsection (d)equal the conversion price that would have applied had such right or warrant never been declared, and, to the extent applicable, the provisions of subsection (k) shall apply to such distributiondistributed or issued. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (bSection 12.05(b), (c), (d) and (ethe current market price per share of Common Stock on any date shall be deemed to be the average of the reported last sales prices for the 30 consecutive Trading Days commencing 45 Trading Days before the date in question. For the purpose of any computation under Section 12.05(c) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock reported last sales prices for the five ten consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of before the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computationquestion. For The reported last sales price for each day (whether for purposes of this paragraphSection 12.05(b) or 12.05(c)) shall be the reported last sales price, regular way, or, in case no sale takes place on such day, the term "ex date," when used with respect to any issuanceaverage of the reported closing bid and asked prices, distribution or payments with respect to an Offerregular way, means the first date on which the Common Stock trades regular way in either case as reported on the New York Stock Exchange (or Composite Tape or, if the Common Stock is not listed or admitted to trading thereonon the New York Stock Exchange, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without trading or, if not listed or admitted to trading on any national securities exchange, on the right to receive National Market System of NASDAQ or, if the Common Stock is not quoted on such issuanceNational Market System, distribution the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for the Common Stock on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such day as furnished by any New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of the Company or Offera committee thereof or, if no such quotations are available, the fair market value of the Common Stock as determined by a New York Stock Exchange Member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of the Company or a committee thereof or, if no such quotations are available, the fair market value of the Common Stock as determined by a New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of the Company or a committee thereof. . (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (if) No adjustment in the Conversion Price conversion price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Pricein such price; provided, however, that any adjustments which by reason of this subsection (iSection 12.05(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and, provided, further, that adjustment shall be required and made in accordance with the provisions of this Article 12 (other than this Section 12.05(f)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of Common Stock. All calculations under this Article Seventeen 12 shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be, with one-half cent and 1/200 of a share, respectively, being rounded upward. Anything in this Section 12.05 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the conversion price, in addition to those required by this Section 12.05, as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by the Company to its stockholders shall not be taxable. (jg) Whenever the Conversion Price conversion price is adjusted adjusted, as herein provided, the Company shall promptly (i) file with the Trustee Trustee, at the corporate trust office of the Trustee, and each Conversion Agent with the office or agency maintained by the Company for the conversion of Securities of that series pursuant to Section 4.02, an Officer's Certificate Officers’ Certificate, setting forth the Conversion Price conversion price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment. Neither the Trustee nor any conversion agent shall be under any duty or responsibility with respect to any such certificate or any facts or computations set forth therein, and (ii) give or except to exhibit said certificate from time to time to any Holder of a Security of that series desiring to inspect the same. The Company shall promptly cause a notice setting forth the adjusted conversion price to be given a notice of such adjustment mailed to each Holder the Holders of Securities in of that series, as their names and addresses appear upon the manner provided in Section 106Security Register of the Company. (kh) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of any case in which this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company12.05 provides that an adjustment shall become effective immediately after a record date for an event, the Company shall make proper provision so that may defer until the occurrence of such event (1) issuing to the Holder of any Security surrendered for conversion will be entitled to receive upon of that series converted after such conversion, in addition to record date and before the occurrence of such event the additional shares of the Common Stock issuable upon such conversion (by reason of the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if adjustment required by such event over and above the Common Stock issuable upon such conversion occurs on or prior before giving effect to the date for the distribution such adjustment and (2) paying to the holders such Holder any amount in cash in lieu of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares any fractional share of Common Stock equal pursuant to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedSection 12.06.

Adjustment of Conversion Price. The conversion price or rate as stated in paragraph 6 of the Securities (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time by the Company as follows: (a) In case the Company shall (1i) make or pay a dividend (or other distribution) on its Common Stock in shares of Common Stock on any class of Capital Stock of the CompanyStock, (2ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares, or (3iv) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price in effect immediately prior to such action thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the that number of shares of Common Stock or other capital stock of the Company which he it would have owned immediately following such action had such Security been converted immediately prior theretoto the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case the Company shall issue rights, options rights or warrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the current market price Current Market Price per share (as determined pursuant to subsection (f) below) of the Common Stock on the record date mentioned belowfor the determination of stockholders entitled to receive such rights or warrants, the Conversion Price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to the such record date of issuance of such rights, options or warrants by a fraction, fraction of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered for subscription (or purchase the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the Current Market Price per share of Common Stock on such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price)record date, and of which (3) which the denominator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock offered (or into which are the convertible securities so offered for subscription or purchaseare convertible). Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive be made successively whenever any such rights or warrants; providedwarrants are issued, however, that if any and shall become effective immediately after such rights, options record date. If at the end of the period during which such rights or warrants issued by are exercisable not all rights or warrants shall have been exercised, the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the adjusted Conversion Price shall not be adjusted as provided in this subsection immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (b) until such triggering events shall occur or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company or any of its Subsidiaries shall distribute to all or substantially all holders of its Common Stock evidences of indebtedness, any shares of Capital Stock capital stock of the Company (other than Common Stock), cash evidences of indebtedness or other non-cash assets (including securities, but securities of any person other than the Company but excluding (x1) regular dividends or distributions paid exclusively in cash or (y2) any dividend dividends or distribution for which an adjustment is required distributions referred to be made in accordance with subsection (a) of this Section 4.06), or shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) above), subsection (a) of this Section 4.06 and also excluding the distribution of rights to all holders of Common Stock pursuant to the adoption of a stockholders rights plan or (b) abovethe detachment of such rights under the terms of such stockholder rights plan), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price Current Market Price per share (determined as provided in subsection (f) below) of the Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be the Current Market Price per share of the Common Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. In the event the then fair market value (as so determined) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of a Security shall have the right to receive upon conversion the amount of capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants such holder would have received had such holder converted each Security on such record date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 4.06(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. In the event that the Company continues to have a preferred shares rights plan or implements a new rights plan ("Rights Plan"), upon conversion of the Securities into Common Stock, to the extent that any such Rights Plan is still in effect upon such conversion, the holders of Securities will receive, in addition to the Common Stock, the rights described therein (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in the Rights Plan. Any distribution of rights or warrants pursuant to a Rights Plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 4.06(c). Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 4.06 (and no adjustment to the Conversion Price under this Section 4.06 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under this Section 4.06(c). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 4.06 was made, (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Price shall be readjusted as if such rights and warrants had not been issued. (1) In case the Company shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all holders of its Common Stock cash in an aggregate amount that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, shall be conclusive evidence of such fair market valuethereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the assets so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or a Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.06 has been made and (B) all other cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.06 has been made, exceeds an amount equal to 10.0% of the product of the Current Market Price per share of Common Stock on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by the Company multiplied by the number of shares of Common Stock outstanding on the Determination Date (excluding shares held in the treasury of the Company), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (determined as aforesaid in this Section 4.06(c)(1)) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Determination Date) and the denominator shall be such Current Market Price per share of the Common Stock on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. (2) In case any tender offer made by the Company or any of its Subsidiaries for Common Stock concluded shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee thereof) of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any other consideration payable in respect of any other tender offers by the Company or any Subsidiary of the Company for Common Stock consummated within the preceding 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Conversion Price adjustment pursuant to this Section 4.06 has been made and (B) all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 4.06 has been made, exceeds 15an amount equal to 10.0% of the Company's market capitalization (defined as being the product of the then current market price Current Market Price per share of Common Stock as of the Common Stock last date (determined the "Expiration Date") tenders could have been made pursuant to such tender offer (as provided in subsection it may be amended) (fthe last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") below) times multiplied by the number of shares of Common Stock then outstandingoutstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time, then, immediately prior to the opening of business on the record date of such distributionday after the Expiration Date, then in each such case the Conversion Price shall be adjusted reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date close of such distribution business on the Expiration Date by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including tendered shares but excluding any tendered sharesshares held in the treasury of the Company) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to at the Expiration Time multiplied by a fraction of which the numerator shall be (i) the product of the then current market price Current Market Price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on Trading Day next succeeding the Expiration Time minus Date and the denominator shall be the sum of (iix) the fair market value of the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offertender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted accepted, up to any such maximum, being referred to as the "Purchased Shares") and the denominator shall be (y) the product of the number of shares of Common Stock outstanding (iless any Purchased Shares and excluding any shares held in the treasury of the Company) such current market price per share on at the Expiration Time times (ii) such number and the Current Market Price per share of outstanding shares Common Stock on the Trading Day next succeeding the Expiration Time less the number of Purchased SharesDate, such reduction to become effective immediately prior to the opening of business on the day following the Expiration TimeDate. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights is obligated to distributions referred purchase shares pursuant to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights tender offer, but the Company is permanently prevented by applicable law from effecting any or warrants have not expired all such purchases or been redeemed by the Companyany or all such purchases are rescinded, the Company Conversion Price shall make proper provision so that the Holder of any Security surrendered for conversion will again be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants adjusted to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to Conversion Price which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion would have been in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of effect based upon the number of shares actually purchased. If the application of Common Stock into which this Section 4.06(c)(2) to any tender offer would result in an increase in the principal amount of such Security so convertedConversion Price, no adj

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a Price applicable to any series of Convertible Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time as follows: (a) In case the Company shall shall, at any time or from time to time while the Securities of any series are outstanding, (1i) make or pay a dividend (or other distribution) on its Common Stock in shares of Common Stock on any class of Capital Stock of the CompanyStock, (2ii) subdivide its outstanding shares of Common Stock into a greater larger number of shares, or (3iii) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price for such series in effect immediately prior to such action thereto shall be adjusted so that the Holder of any Security of such series thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock securities of the Company which he would have owned immediately following such action or have been entitled to receive after the happening of any of the events described above, had such Convertible Security of such series been converted immediately prior theretoto the happening of such event. An adjustment made pursuant to this subsection subdivision (a) shall become effective immediatelyeffective, except as provided in subsection (h) below, after the record date in the case of a dividend or distribution dividend, on the payment date retroactively to immediately after the opening of business on the day following the record date for the determination of shareholders entitled to receive such dividend, subject to the provisions of paragraph (g) of this Section 1605, and shall become effective immediately after the effective date in the case of a subdivisionsubdivision or combination immediately after the opening of business on the day following the day when such subdivision or combination, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a)the case may be, the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockbecomes effective. (b) In case the Company shall shall, at any time or from time to time while the Convertible Securities of any series are outstanding, issue rights, options rights or warrants to all holders of its shares of Common Stock entitling them (for a period expiring within 45 days of the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as determined pursuant to subsection defined in paragraph (fd) below) of the Common Stock on the at such record date mentioned belowdate, the Conversion Price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) the Conversion Price of any series of Convertible Securities in effect immediately prior to the date of issuance of such rights, options rights or warrants shall be adjusted as follows: the number of shares of Common Stock into which $1,000 principal amount of Convertible Securities of such series was theretofore convertible shall be multiplied by a fraction, of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuancerecord date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such record date plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined price; and the Conversion Price for such series of Convertible Securities shall be adjusted by multiplying such total dividing $1,000 by the new number of shares by the exercise price into which $1,000 principal amount of Securities of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator series shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchaseconvertible as aforesaid. Such adjustment shall become effective immediately, except as provided in subsection (h) below, on the date of such issuance retroactively to immediately after the opening of business on the day following the record date for the determination of holders shareholders entitled to receive such rights or warrants; provided, however, that if subject to the provisions of paragraph (g) of this Section 1605. In determining whether any such rights, options rights or warrants issued entitle the holders to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the aggregate offering price of such shares, there shall be taken into account any consideration received by the Company as described in this subsection (b) are only exercisable upon for such rights or warrants, the occurrence value of certain triggering events relating such consideration, if other than cash, to control and provided for in shareholders' rights plans, then be determined by the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur Board of Directors. (c) In case the Company or shall, at any time from time to time while the Convertible Securities of its Subsidiaries shall any series are outstanding, distribute to all holders of shares of its Common Stock evidences of indebtedness, its indebtedness or securities or assets (excluding cash dividends or cash distributions payable out of consolidated net earnings or retained earnings) or rights or warrants to subscribe for shares of Capital Common Stock other at a price per share less than the current market price per share of Common Stock, cash or other assets determined in the manner set forth in paragraph (including securitiesd) below, but other than (x) regular dividends excluding rights or distributions paid exclusively warrants referred to in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or paragraph (b) above), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price for such series of Convertible Securities in effect immediately prior to such distribution shall be adjusted by multiplying the date number of shares of Common Stock into which $1,000 principal amount of Convertible Securities of such distribution series of Convertible Securities was theretofore convertible by a fraction fraction, of which the numerator shall be the current market price per share of Common Stock (determined as provided defined in subsection paragraph (fd) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence of for such fair market value) of the portion of the assets so distributed applicable to one share of Common Stockdistribution, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after less the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the then fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer as determined by the Company or any Board of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% Directors of the Company's market capitalization (defined as being the product , whose determination shall be conclusive) of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date portion of such distributionevidences of indebtedness, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date securities or assets or of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash subscription rights or warrants so distributed applicable to one share of Common Stock, ; and the Conversion Price for such series of which the denominator Convertible Securities shall be adjusted by dividing $1,000 by the new number of shares into which $1,000 principal amount of Convertible Securities of such current market price per share of the Common Stockseries shall be convertible as aforesaid. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after on the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant distribution retroactively to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to after the opening of business on the day following the Expiration Timerecord date for the determination of shareholders entitled to receive such distribution, subject to the provisions of paragraph (g) of this Section 1605. For the purposes of this subsection paragraph (e), the fair market value of any consideration with respect to an Offer c) consolidated net earnings or retained earnings shall be reasonably computed by adding thereto all charges against retained earnings on account of dividends paid in shares of Common Stock in respect of which the Conversion Price has been adjusted, all as determined in good faith by the Board of Directors of the Company and described in a Board ResolutionIndependent Public Accountants, whose determination shall be conclusive. (fd) For the purpose of any computation under subsections paragraphs (b), (c), (d) and (ec) above, the current market price per share of Common Stock on at any date shall be deemed to be the average of the Last Sale Prices market values of a share the shares of Common Stock for the five ten consecutive Trading Business Days selected by immediately preceding the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier day in question. The market value of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offerfor each day shall be determined as provided in Section 1603 hereof. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the The Company will be permitted to may make such reductions in the Conversion Price for any series of Convertible Securities, in addition to those required by paragraphs (a), (b) and (c) of this Section as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will shall not be taxable to the holders recipients. (f) Except as herein otherwise provided, no adjustment in the Conversion Price for any series of Convertible Securities shall be made by reason of the issuance, in exchange for cash, property or services, of shares of Common Stock. In , or any securities convertible into or exchangeable for shares of Common Stock, or carrying the event right to purchase any of the Company elects to make such a reduction in the Conversion Price, foregoing. (g) If the Company shall comply with the requirements of Rule 14e-1 take a record of the Exchange Act holders of its shares of Common Stock for the purpose of entitling them to receive any dividend or any subscription or purchase rights or any distribution and shall, thereafter and before the distribution to shareholders of any other Federal and state laws and regulations thereunder if and such dividend, subscription or purchase rights or distribution, legally abandon its plan to the extent that pay or deliver such laws and regulations are applicable in connection with the reduction dividend, subscription or purchase rights or distribution, then no adjustment of the Conversion Price; provided, however, that Price for any provisions series of this Indenture which conflict with such laws Convertible Securities shall be deemed to be superseded required by reason of the provisions taking of such lawsrecord. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price for any series of Convertible Securities shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Pricein such price; provided, however, that any adjustments which by reason of this subsection paragraph (ih) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen Fifteen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (ji) Whenever the Conversion Price for any series of Convertible Securities is adjusted as herein provided, the Company shall promptly (i) forthwith place on file with at the Principal Office of the Trustee an Officers’ Certificate showing in detail the facts requiring such adjustment and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement shall exhibit the same from time to time to any Holder of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness Convertible Securities of such adjustmentseries desiring an inspection thereof, and (ii) give or cause a notice stating that such adjustment has been effected and the adjusted Conversion Price to be given a notice mailed to the Holders of Registered Convertible Securities of such adjustment to each Holder of Securities in series at their last addresses as they shall appear on the manner provided in Section 106Security Register. (kj) In The Company may delete, modify or vary any of the event that provisions applicable to conversion of the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder Convertible Securities of any Security surrendered for conversion will series, or may add new provisions applicable thereto, all as may be entitled to receive upon contained in the Board Resolutions and Officers’ Certificate or supplemental indenture establishing such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedseries.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price"i) for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment from time to time as follows: (a) In case If the Company shall (1A) make or pay a dividend (or other distribution) , in shares of Common Stock Stock, on any class of Capital Stock capital stock of the Company, (2B) subdivide its the outstanding shares of Common Stock into a greater number of shares, shares by any means or (3C) combine its the outstanding shares of Common Stock into a smaller number of shares or by any means (4including, without limitation, a reverse stock split) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Security been converted immediately prior thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock. (b) In case the Company shall issue rights, options or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (as determined pursuant to subsection (f) below) of the Common Stock on the record date mentioned below, the Conversion Price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) the Conversion Price in effect immediately prior to the date of issuance of such rights, options or warrants by a fraction, of which (2) the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur . (c) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, shares of Capital Stock other than Common Stock, cash or other assets (including securities, but other than (x) regular dividends or distributions paid exclusively in cash or (y) any dividend or distribution for which event being an adjustment is required to be made in accordance with subsection (a) or (b) above), subsection (a) or (b) above“ADJUSTMENT EVENT”), then in each such case the Conversion Price shall be decreased or increased as follows: the adjusted so that the same Conversion Price shall be equal the price determined by multiplying to the Conversion Price in effect immediately prior to the effective date of such distribution the Adjustment Event, multiplied by a fraction whose numerator is the number of which the numerator shall be the current market price per share (determined as provided in subsection (f) below) shares of the Common Stock on issued and outstanding immediately prior to such effective date, and whose denominator is the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence number of such fair market valueshares outstanding immediately after such effective date. An adjustment made pursuant to this SECTION 8(d)(i) of the portion of the assets so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, immediately after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding dividend or distribution and shall become effective immediately after the foregoingeffective date of such subdivision or combination, in as the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distributioncase may be. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any The provisions of this Indenture which conflict with such laws SECTION 8(d) shall be deemed similarly apply to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason all successive events of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but type described in no event until a date later than the effective time of the event giving rise to such adjustmentthis SECTION 8(d), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing . Notwithstanding anything contained herein to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii)contrary, not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No no adjustment in the Conversion Price shall be required unless such adjustment cumulative adjustments would require an increase or decrease of at least 1% of in the Conversion PricePrice then in effect; provided, however, that any adjustments which by reason of this subsection (iSECTION 8(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen SECTION 8 shall be made by the Company and shall be made to the nearest cent or and the Company shall be entitled to rely conclusively thereon. Notwithstanding anything contained in this SECTION 8(d) to the nearest onecontrary, the Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by this SECTION 8(d), if the Board of Directors of the Company has made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. Except as provided in this SECTION 8, no adjustment in the Conversion Price will be made for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase Common Stock or any securities so convertible or exchangeable. In addition, no adjustment in the Conversion Price shall be made in the event of the issuance of Common Stock upon the conversion or exercise of options, preferred stock or warrants of the Company outstanding on the date hereof, unless the conversion or exercise price thereof is changed after the date hereof (other than solely by operation of the anti-hundredth of a sharedilution provisions hereof); or pursuant to employee stock option or stock ownership plans, as duly adopted by the case may beCompany. (jiii) Whenever the Conversion Price is adjusted as herein providedprovided herein, the Company shall promptly (i) file provide Lender with the Trustee and each Conversion Agent an Officer's Certificate written notice of such adjustment setting forth the Conversion Price in effect after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so converted

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities Price shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time by the Company as follows: (a) In case the Company shall (1i) make or pay a dividend (or other distribution) in issues shares of Common Stock as a dividend or distribution on any class of Capital Stock of the Companyits Common Stock, (2ii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares, or (3iii) combine combines its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price in effect immediately prior to such action thereto shall be adjusted so that the Holder of any Security Notes thereafter surrendered for conversion shall be entitled to receive the that number of shares of Common Stock or other capital stock of the Company which he it would have owned immediately following such action had such Security Notes been converted immediately prior theretoto the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case the Company shall issue rights, options issues rights or warrants to all or substantially all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the current market price then Current Market Price per share (as determined pursuant to subsection (f) below) of the Common Stock on the record date mentioned belowfor the determination of shareholders entitled to receive such rights or warrants, the Conversion Price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to the such record date of issuance of such rights, options or warrants by a fraction, fraction of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered for subscription (or purchase the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the then Current Market Price per share of Common Stock on such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price)record date, and of which (3) which the denominator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock offered (or into which are the convertible securities so offered for subscription or purchaseare convertible). Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive be made successively whenever any such rights or warrants; providedwarrants are issued, however, that if any and shall become effective immediately after such rights, options record date. If at the end of the period during which such rights or warrants issued by are exercisable not all rights or warrants shall have been exercised, the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the adjusted Conversion Price shall not be adjusted as provided in this subsection immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (b) until such triggering events shall occur or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company distributes to all or any of its Subsidiaries shall distribute to substantially all holders of its Common Stock evidences of indebtedness, any shares of Capital Stock (other than dividends or distributions of Common StockStock on Common Stock to which Section 609(a) applies) of the Company, cash evidences of indebtedness or other assets (including securitiessecurities of any Person other than the Company, but other than (x) regular dividends excluding all-cash distributions or distributions paid exclusively any rights or warrants referred to in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (b) aboveSection 609(b), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price then Current Market Price per share (determined as provided in subsection (f) below) of the Common Stock on the record date mentioned referred to below less the then fair market value on such record date (as determined by the Board of Directors, whose determination shall, if made in good faith, shall be conclusive evidence of such fair market valuevalue and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed applicable to one share of Common Stock, Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date) and of which the denominator shall be such current market price the then Current Market Price per share of the Common StockStock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately, except as provided in subsection (h) below, immediately after the record date for the determination of stockholders shareholders entitled to receive such distribution. Notwithstanding the foregoing, in In the event that the fair market value Company implements a shareholder rights plan, such rights plan may provide, if the Company so elects and subject to customary exceptions and limitations, that upon conversion of the assetsNotes the Holders will receive, evidences of indebtedness or other securities so distributed applicable in addition to one share of the Common Stock equals issuable upon such conversion, the rights issued under such rights plan (notwithstanding the occurrence of an event causing such rights to separate from the Common Stock at or exceeds such current market price per share prior to the time of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, conversion) in lieu of making any adjustments to the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, in accordance with the provisions of subsection (kthe immediately preceding paragraph. Any distribution of rights or warrants pursuant to a shareholder rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants for the purposes of this Section 609(c) shall apply to such distributionor any other provision of this Section 609. (d1) In case the Company Company, by dividend or otherwise, at any Subsidiary time distributes (a "Triggering Distribution") to all holders of its Common Stock cash distributions in an aggregate amount that, together with the Company shall make aggregate amount of (A) any distribution consisting exclusively of other cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months preceding the date fixed for determining the stockholders entitled to such Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 609 has been made and (iiB) any cash and the fair market value of other consideration paid or payable all Excess Payments in respect of any each tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 609 has been made, exceeds an amount equal to 15% of the Company's market capitalization (defined as being the product of the then current market price Current Market Price per share of the Common Stock on the date fixed for the determination of stockholders entitled to receive such Triggering Distribution (determined as provided in subsection (fthe "Time of Determination") below) times multiplied by the number of shares of Common Stock then outstanding) outstanding on such date (excluding shares held in the record date treasury of such distributionthe Company), then in each such case the Conversion Price shall be adjusted decreased so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Time of Determination by a fraction of which the numerator shall be the Current Market Price per share of Common Stock at the Time of Determination less the sum of the aggregate amount of cash so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding at the Time of Determination), and the denominator shall be such Current Market Price per share of Common Stock on the Time of Determination, such decrease to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. (2) In the case of the payment of an Excess Payment in respect of a tender offer by the Company or any Subsidiary for Common Stock that, together with the aggregate amount of (A) any cash distributions made within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Conversion Price adjustment pursuant to this Section 609 has been made and (B) all other Excess Payments in respect of each tender offer by the Company or any Subsidiary for Common Stock concluded within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 609 has been made, exceeds an amount equal to 15% of the product of the Current Market Price per share of Common Stock as of the last date (the "Expiration Date") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Conversion Price shall be decreased so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the date of such distribution Expiration Date by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including tendered shares but excluding any tendered sharesshares held in the treasury of the Company) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to at the Expiration Time multiplied by a fraction of which the numerator shall be (i) the product of the then current market price Current Market Price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on Trading Day next succeeding the Expiration Time minus Date, and the denominator shall be the sum of (iix) the fair market value of the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offertender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted accepted, up to any such maximum, being referred to as the "Purchased Shares") and the denominator shall be (y) the product of the number of shares of Common Stock outstanding (iless any Purchased Shares and excluding any shares held in the treasury of the Company) such current market price per share on at the Expiration Time times (ii) such number and the Current Market Price per share of outstanding shares Common Stock on the Trading Day next succeeding the Expiration Time less the number of Purchased SharesDate, such reduction decrease to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common StockDate. In the event that the Company elects is obligated to make purchase shares pursuant to any such a reduction tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 609(d)(2) to any tender offer would result in an increase in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws no adjustment shall be deemed to be superseded by the provisions of made for such lawstender offer under this Section 609(d)(2). (h3) For purposes of this Section 609(d), the term "tender offer" shall mean and include both tender offers and exchange offers, all references to "purchases" of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. (e) [reserved] (f) In any case in which this Section 1704 shall require 609 requires that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record datedate or a Time of Determination or Expiration Date, as the case may be, established for purposes of this Section 609, the Company may elect to defer the effectiveness of such adjustment (but in no event only until a date later than five Business Days following the effective time filing by the Company with the Trustee of the event giving rise certificate described in Section 612) issuing to such adjustment), in which case the Company shall, with respect to Holder of any Security Notes converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to Time of Determination or Expiration Date the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on upon such conversion over and above the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other assets appropriate evidence prepared by the Company of the right to receive such shares. If any distribution in respect of which an adjustment to the Conversion Price is required to be made as of the record date or securities) issuable on such conversion. (i) No adjustment in Time of Determination or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the Conversion Price shall be required unless readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or such effective date or Time of Determination or Expiration Date had not occurred. (g) Upon adjustment would require an increase or decrease of at least 1% of the Conversion Price; providedPrice pursuant to this Section 609, however, that any adjustments which by reason of this subsection (i) are not required to be made the Conversion Price shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made rounded to the nearest cent or to the nearest one-hundredth of a share$.001, as the case may bewith $.0005 being rounded upward. (jh) Whenever Upon the Conversion Price is adjusted as herein provided, election by the Company shall promptly to make a distribution as described in paragraphs (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustmentb), which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to 609, which in the extent this case of paragraph (kd) applies thereto) or warrants (other has a per share value equal to more than those referred to in subsection (b) above) pro rata to holders 15% of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number Sale Price of shares of Common Stock equal on the Trading Day preceding the Agreement date for such distribution, the Company shall give notice to Holders of the Notes not less than 20 days prior to the number ex-dividend date for such distribution. Upon giving such notice, Holders may surrender the Notes for conversion pursuant to this Article Six at any time until the close of Conversion Shares is entitled at business on the time of such conversion in accordance with the terms and provisions of and applicable Business Day prior to the rights ex-dividend date or warrants, and (ii) if until the Company publicly announces that such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so converteddistribution will not be given effect.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities Price shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time by the Company as follows: (a) In case the Company shall (1i) make or pay a dividend (or other distribution) make a distribution on its outstanding Common Stock in shares of its Common Stock on any class of Capital Stock of the CompanyStock, (2ii) subdivide or split its outstanding shares of Common Stock into a greater number of shares, (3iii) combine its outstanding shares of Common Stock into a smaller number of shares or (4iv) issue any shares of Capital Stock by reclassification of its Common Stock any shares of capital stock of the CompanyStock, the Conversion Price conversion price in effect immediately prior to such action thereto shall be adjusted so that the Holder holder of any Security Notes thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he such holder would have owned immediately following such action or have been entitled to receive after the occurrence of any of the events described above had such Security Notes been converted surrendered for conversion immediately prior theretoto the occurrence of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the close of business on the record date for determination of shareholders entitled to receive such dividend or distribution in the case of a dividend or distribution (except as provided in Section 14.6(j)) and shall become effective immediately after the close of business on the effective date in the case of a subdivision, split, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including Any shares of Common Stock) Stock issuable in payment of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and a dividend shall be described in a statement filed with deemed to have been issued immediately prior to the Trustee) shall determine close of business on the allocation record date for such dividend for purposes of calculating the adjusted Conversion Price between or among number of outstanding shares of such classes of Capital StockCommon Stock under Sections 14.6(b) and (c). (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share Current Market Price (as determined pursuant to subsection (fdefined in Section 14.6(g)) below) of the Common Stock on the record date mentioned below, the Conversion Price shall be adjusted Record Date fixed for determination of shareholders entitled to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) the Conversion Price in effect immediately prior to the date of issuance of such rights, options or warrants by a fraction, of which (2) the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of receive such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur . (c) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, shares of Capital Stock other than Common Stock, cash or other assets (including securities, but other than (x) regular dividends or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (b) above), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect at the opening of business on the date after the Record Date by a fraction the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the Record Date plus the number of shares that the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Common Stock outstanding on the close of business on the Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase. Such adjustment shall become effective immediately after the opening of business on the day following the Record Date fixed for determination of shareholders entitled to receive such rights, options or warrants. To the extent that shares of Common Stock are not delivered after the expiration or termination of such rights, options or warrants, the Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. In the event that such rights, options or warrants are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such date fixed for the determination of shareholders entitled to receive such rights, options or warrants had not been fixed. In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights, options or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors. (c) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of Capital Stock of the Company (other than any dividends or distributions to which Section 14.6(a) applies) or evidences of its indebtedness or assets (including securities, but excluding any rights, options or warrants referred to in Section 14.6(b), and excluding any dividend or distribution (x) in connection with the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, (y) exclusively in cash or (z) referred to in Section 14.6(a) (any of the foregoing hereinafter in this Section 14.6(d) called the “Securities”)), then, in each such case, the Conversion Price shall be reduced so that the same shall be equal to the price determined by multiplying the Conversion Price in effect immediately prior to the date close of business on the Record Date (as defined in Section 14.6(g)) with respect to such distribution by a fraction of which the numerator shall be the current market price per share Current Market Price (determined as provided in subsection (fSection 14.6(g)) below) of the Common Stock on the record such date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, shall be conclusive evidence of and described in a Board Resolution) on such fair market value) date of the portion of the assets so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities Securities so distributed applicable to one share of Common Stock equals and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following the Record Date; provided that in the event the then fair market value (as so determined) of the portion of the Securities so distributed applicable to one share of Common Stock is equal to or exceeds greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive upon conversion the amount of Securities such current holder would have received had such holder converted each Note on such date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market price value of any distribution for purposes of this Section 14.6(d) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price pursuant to Section 14.6(g) to the extent possible. Notwithstanding the foregoing provisions of this Section 14.6(d), no adjustment shall be made hereunder for any distribution of Securities if the Company makes proper provision so that each Noteholder who converts a Note (or any portion thereof) after the date fixed for determination of shareholders entitled to receive such distribution shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the amount and kind of Securities that such holder would have been entitled to receive if such holder had, immediately prior to such determination date, converted such Note into Common Stock; provided that, with respect to any Securities that are convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Securities receivable upon conversion of such Note would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Note. Rights, options or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (the “Trigger Event”) (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, shall not be deemed distributed for purposes of this Section 14.6(d) (and no adjustment to the Conversion Price under this Section 14.6(d) shall be required) until the occurrence of the earliest Trigger Event. In addition, in the event of any distribution of rights, options or warrants, or any Trigger Event with respect thereto, that shall have resulted in an adjustment to the Conversion Price under this Section 14.6(d), (1) in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants all of which shall have expired or been terminated without exercise by any holder thereof, the Conversion Price shall be readjusted as if such issuance had not occurred. For purposes of this Section 14.6(d) and Sections 14.6(a) and (b), any dividend or distribution to which this Section 14.6(d) is applicable that also includes shares of Common Stock, or rights, options or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of Capital Stock other than such current market price exceeds such fair market value by less than $0.10 per shareshares of Common Stock or rights, the options or warrants (and any Conversion Price reduction required by this Section 14.6(d) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights, options or warrants (and any further Conversion Price reduction required by Sections 14.6(a) and (b) with respect to such dividend or distribution shall then be made) except (A) the Record Date of such dividend or distribution shall be substituted as “the date fixed for the determination of shareholders entitled to receive such dividend or other distribution” and “the date fixed for such determination” within the meaning of Sections 14.6(a) and (b) and (B) any shares of Common Stock included in such dividend or distribution shall not be adjusted pursuant to this subsection (c) and, to deemed “outstanding at the extent applicable, close of business on the provisions date fixed for such determination” within the meaning of subsection (k) shall apply to such distributionSection 14.6(a). (de) In case the Company shall, by dividend or any Subsidiary otherwise, distribute to all holders of the Company shall make any distribution consisting exclusively of its Common Stock cash (excluding any cash portion of distributions for which an adjustment that is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies14.7 applies or as part of a distribution referred to in Section 14.6(d) for which an adjustment to all holders of Common Stock the Conversion Price is provided therein) in an aggregate amount that, combined together with (i1) all the aggregate amount of any other such all-distributions to all holders of its Common Stock made exclusively in cash distributions made within the then preceding 12 months preceding the date of payment of such distribution, and in respect of which no adjustment pursuant to this Section 14.6(e) has been made made, and (ii2) the aggregate of any cash and plus the fair market value (as determined by the Board of other Directors, whose determination shall be conclusive and described in a Board Resolution) of consideration paid or payable in respect of any tender offer offer, by the Company or any of its Subsidiaries for all or any portion of the Common Stock concluded within the preceding 12 months preceding the date of payment of such distribution, and in respect of which no adjustment pursuant to Section 14.6(f) has been made, exceeds 1520.0% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock Current Market Price (determined as provided in subsection (fSection 14.6(g)) below) on the Record Date with respect to such distribution times the number of shares of Common Stock then outstanding) outstanding on the record date of such distributiondate, then then, and in each such case case, immediately after the close of business on such date, unless the Company elects to reserve such cash for distribution to the holders of the Notes upon the conversion of the Notes so that any such holder converting Notes shall receive upon such conversion, in addition to the shares of Common Stock to that such holder is entitled, the amount of cash which such holder would have received if such holder had, immediately prior to the Record Date for such distribution of cash, converted its Notes into Common Stock, the Conversion Price shall be adjusted reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on such date of such distribution by a fraction (i) the numerator of which the numerator shall be equal to the then current market price per share Current Market Price on the Record Date less an amount equal to the quotient of (x) the excess of such combined amount over such 20.0% and (y) the number of shares of Common Stock outstanding on the Record Date and (ii) the denominator of which shall be equal to the Current Market Price on such record date less date; provided that in the amount event the portion of the cash so distributed applicable to one share of Common Stock, and of which Stock is equal to or greater than the denominator shall be such current market price per share Current Market Price of the Common Stock. Such adjustment Stock on the Record Date, in lieu of the foregoing adjustment, adequate provision shall become effective immediately, except as provided in subsection (h) below, after be made so that each Noteholder shall have the record date for the determination of stockholders entitled right to receive upon conversion the amount of cash such distributionholder would have received had such holder converted each Note on the Record Date. Notwithstanding the foregoing, in In the event that the cash such dividend or distribution is not so distributed applicable to one share of Common Stock equals paid or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per sharemade, the Conversion Price shall not again be adjusted pursuant to this subsection (d), and, to be the extent applicable, the provisions of subsection (k) shall apply to Conversion Price that would then be in effect if such distributiondividend or distribution had not been declared. (ef) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company its Subsidiaries for all or any portion of the Common Stock (any shall expire and such tender or exchange offer being referred to (as an "Offer") that involves an aggregate consideration having a fair market value as of amended upon the expiration of such Offer thereof) shall require the payment to shareholders (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offertender offer) of all shares validly tendered and not withdrawn Purchased Shares (as defined below)) of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the an aggregate consideration having a fair market value of any consideration with respect to an Offer shall be reasonably (as determined in good faith by the Board of Directors of the Company Directors, whose determination shall be conclusive and described in a Board Resolution. ) that combined together with (f1) For the purpose aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender offer, of consideration payable in respect of any computation under subsections (b)other tender offer, (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier or any of the date in question and the date before the "ex date," with respect to the issuance, distribution its Subsidiaries for all or Offer requiring such computation. For purposes any portion of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on expiring within the New York Stock Exchange (or if not listed or admitted 12 months preceding the expiration of such tender offer, and in respect of which no adjustment pursuant to trading thereonthis Section 14.6(f) has been made, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e2) above, the Company will be permitted aggregate amount of any distributions to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the all holders of the shares of Company’s Common Stock. In Stock made exclusively in cash within 12 months preceding the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions expiration of such laws. (h) In any case tender offer, and in respect of which this Section 1704 shall require that an no adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities14.6(e) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii)has been made, not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1exceeds 20.0% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement product of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and Current Market Price (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so converteddete

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment from time to time as follows: (a) In case the Company shall (1) make or pay a dividend (or other distribution) in shares of Common Stock on any class to holders of Capital Stock of the CompanyCommon Stock, (2) making a distribution in shares of Common Stock to holders of Common Stock, (3) subdivide its outstanding shares of Common Stock into a greater number of shares, shares of Common Stock or (34) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the CompanyStock, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Security Securities been converted immediately prior thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case the Company shall issue rights, options rights or warrants to substantially all holders of Common Stock entitling entitled them (for a period commencing no earlier than the record date for the determination of holders of Common Stock entitled to receive such right or warrants and expiring not more than 45 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share less than the current market price per share (as determined pursuant to subsection (fd) below) of the Common Stock on the such record date mentioned belowdate, the Conversion Price Prices shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to the such record date of issuance of such rights, options or warrants by a fraction, fraction of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuancerecord date, plus (B) the number of shares of Common Stock which the aggregate offering price of the total number offered shares of shares Common Stock (or the aggregate conversion price of the convertible securities so offered for subscription or purchase offered) would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) which the denominator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock offered (or into which are the convertible securities so offered for subscription or purchaseare convertible). Such adjustment adjustments shall become effective immediately, except as provided in subsection (h) below, immediately after the such record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur date. (c) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, shares of Capital Stock any class of stock other than Common Stock, cash evidences of indebtedness or other assets (including securities, but other than (x) regular cash dividends out of current or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (b) aboveretained earnings), or shall distribute to substantially all holders of Common Stock rights or warrants to subscribe for securities (other than those referred to in subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection (fd) below) below of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of DirectorsDirectors of the Company, whose determination shall, if made in good faith, shall be conclusive evidence of such fair market value) of the portion of the assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment adjustments shall become effective immediately, except as provided in subsection (h) below, immediately after the record date for the determination of stockholders the holders of Common Stock entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock distribute rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) ("Rights") pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall may, in lieu of making any adjustment pursuant to this Section 4.06, make proper provision so that each holder of a Security who converts such Security (or any portion thereof) after the Holder record date for such distribution and prior to the expiration or redemption of any Security surrendered for conversion will the Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants Rights to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants Rights of separate certificates evidencing such rights or warrants Rights (the "Distribution Date"), the same number of rights or warrants Rights to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, Rights; and (ii) if such conversion occurs after such the Distribution Date, the same number of rights or warrants Rights to which a holder of the number of shares of Common Stock into which the principal amount of such the Security so convertedconverted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of an applicable to the Rights. (d) The current market price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices for thirty consecutive trading days commencing forty-five trading days before the day in question. The closing price for each day shall be the closing sale price of the Common Stock, or in case no reported sale takes place, the average of the closing bid and asked prices, on NASDAQ or any comparable system, or if the Common Stock is not quoted on NASDAQ or any comparable system, the last reported sales price regular way or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not listed or admitted to trading on such exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. (e) In any case in which this Section 4.06 shall require that an adjustment be made immediately following a record date, the Company may elect to defer (but only until five Business days following the filing by the Company with the Trustee of the certificate described in Section 4.10 below) issuing to the holder of any Security converted after such record date the shares of Common Stock and other capital stock of the Company issuable upon such conversion over and above the shares of Common Stock and other capital stock of the Company issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance of which is do deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence of the right to receive such shares.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth stated in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms paragraph 8 of the Securities of such series were established, and, except as otherwise provided therein, (the "CONVERSION PRICE") shall be subject to adjustment adjusted from time to time by the Company as follows: (a) In case the Company shall (1i) make or pay a dividend (or other distribution) on its Common Stock in shares of Common Stock on any class of Capital Stock of the CompanyStock, (2ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares, or (3iv) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price in effect immediately prior to such action thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the that number of shares of Common Stock or other capital stock of the Company which he it would have owned immediately following such action had such Security been converted immediately prior theretoto the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case the Company shall issue rights, options rights or warrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the current market price per share (as determined pursuant to subsection (f) below) Current Market Price Per Share of the Common Stock on the record date mentioned belowfor the determination of stockholders entitled to receive such rights or warrants (provided, however, if such rights or warrants are only exercisable upon the occurrence of certain events, then the Conversion Price shall not be adjusted unless and until such triggering events occur), the Conversion Price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to the such record date of issuance of such rights, options or warrants by a fraction, fraction of which which (2x) the numerator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered for subscription (or purchase the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the Current Market Price Per Share of Common Stock on such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price)record date, and of which which (3y) the denominator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock offered (or into which are the convertible securities so offered for subscription or purchaseare convertible). Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive be made successively whenever any such rights or warrants; providedwarrants are issued, however, that if any and shall become effective immediately after such rights, options record date. If at the end of the period during which such rights or warrants issued by are exercisable not all rights or warrants shall have been exercised, the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the adjusted Conversion Price shall not be adjusted as provided in this subsection immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (b) until such triggering events shall occur or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company or any of its Subsidiaries shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 4.6), then in each such case, for so long as such rights or warrants shall not have expired or been redeemed by the Company, the Holder of any Security surrendered for conversion shall be entitled to receive, in addition to the shares of Common Stock evidences issuable upon conversion, the following: (i) If conversion occurs on or prior to the date for distribution of indebtednesscertificates evidencing such rights or warrants (the "DISTRIBUTION DATE"), the Holder shall be entitled to the same number of rights or warrants that a holder of a number of shares of Capital Common Stock equal to the number of shares of Common Stock issuable upon conversion is entitled; and (ii) if conversion occurs after the Distribution Date, the Holder shall be entitled to the same number of rights or warrants that a holder of a number of shares of Common Stock equal to the number of shares of Common Stock which the Holder would have owned had such Security been converted immediately prior to the Distribution Date, in accordance with the terms and provisions applicable to such rights or warrants. (d) In case the Company shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), cash evidences of indebtedness or other non-cash assets (including securities, but securities of any person other than the Company but excluding (x1) regular dividends or distributions paid exclusively in cash or (y2) any dividend dividends or distribution for which an adjustment is required distributions referred to be made in accordance with subsection (a) of this Section 4.6), or shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities which rights or warrants have expired or have been redeemed prior to conversion of any Securities (excluding those rights and warrants referred to in subsections (b) above), subsection (a) or (bc) aboveof this Section 4.6), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection (f) below) Current Market Price Per Share of the Common Stock on the record date mentioned below less the then fair market value on such record date (as reasonably determined in good faith by the Board of Directors, whose determination shall, if made in good faith, shall be conclusive evidence of such fair market valuevalue and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common StockStock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be such current market price per share the Current Market Price Per Share of the Common StockStock on such record date; provided, however, that in the case of rights or warrants which have expired or have been redeemed, such determination shall be made as of the time of expiration or redemption, rather than the record date, and shall be based upon the value immediately prior to such expiration or upon the redemption price, as the case may be. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately, except as provided in subsection (h) below, immediately after the record date for the determination of stockholders shareholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (de) In case the Company shall, by dividend or otherwise, at any Subsidiary of the Company shall make any distribution consisting exclusively of cash time distribute (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies"TRIGGERING DISTRIBUTION") to all or substantially all holders of its Common Stock cash in an aggregate amount that, combined together with the aggregate amount of (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (iiA) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any other consideration paid or payable in respect of any tender offer by the Company or a Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (B) all other all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds an amount equal to 12.5% of the product of the Current Market Price Per Share of Common Stock on the Business Day (the "DETERMINATION DATE") immediately preceding the day on which such Triggering Distribution is declared by the Company multiplied by the number of shares of Common Stock outstanding on the Determination Date (excluding shares held in the treasury of the Company), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Current Market Price Per Share of the Common Stock on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Determination Date) and the denominator shall be such Current Market Price Per Share of the Common Stock on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. (1) In case any tender offer made by the Company or any of its Subsidiaries for Common Stock concluded shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee thereof) of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any other consideration payable in respect of any other tender offers by the Company or any Subsidiary of the Company for Common Stock consummated within the preceding 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (B) all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds 15an amount equal to 12.5% of the Company's market capitalization (defined as being the product of the then current market price Current Market Price Per Share of Common Stock as of the Common Stock last date (determined the "EXPIRATION DATE") tenders could have been made pursuant to such tender offer (as provided in subsection it may be amended) (fthe last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "EXPIRATION TIME") below) times multiplied by the number of shares of Common Stock then outstandingoutstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time, then, immediately prior to the opening of business on the record date of such distributionday after the Expiration Date, then in each such case the Conversion Price shall be adjusted reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the date of such distribution Expiration Date by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including tendered shares but excluding any tendered sharesshares held in the treasury of the Company) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to at the Expiration Time multiplied by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) Current Market Price Per Share of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on Trading Day next succeeding the Expiration Time minus Date and the denominator shall be the sum of (iix) the fair market value of the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offertender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted accepted, up to any such maximum, being referred to as the "Purchased SharesPURCHASED SHARES") and the denominator shall be (y) the product of the number of shares of Common Stock outstanding (iless any Purchased Shares and excluding any shares held in the treasury of the Company) such current market price per share on at the Expiration Time times (ii) such number and the Current Market Price Per Share of outstanding shares Common Stock on the Trading Day next succeeding the Expiration Time less the number of Purchased SharesDate, such reduction to become effective immediately prior to the opening of business on the day following the Expiration TimeDate. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights is obligated to distributions referred purchase shares pursuant to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights tender offer, but the Company is permanently prevented by applicable law from effecting any or warrants have not expired all such purchases or been redeemed by the Companyany or all such purchases are rescinded, the Company Conversion Price shall make proper provision so that the Holder of any Security surrendered for conversion will again be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants adjusted to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to Conversion Price which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion would have been in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of effect based upon the number of shares actually purchased. If the application of Common Stock into which this Section 4.6(f) to any tender offer would result in an increase in the principal amount Conversion Price, no adjustment shall be made for such tender offer under this Section 4.6(f). (2) For purposes of such Security so convertedSection 4.6(e) and 4.6(f), the term "tender offer" shall mean and include both tender offers and exchange offers (within the meaning of U.S. Federal securities laws), all references to "purchases" of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, Price shall be subject to adjustment from time to time as follows, provided that the Conversion Price shall never be less than the par value of the Common Stock: (ai) In case MSPC shall, after the Company shall date of the New Convertible Note, (1A) make or pay a stock dividend (or other distribution) make a distribution in shares of its capital stock (whether shares of its Common Stock on or of capital stock of any class of Capital Stock of the Companyother class), (2B) subdivide its outstanding shares of Common Stock into a greater number of sharesStock, (3C) combine its outstanding shares of Common Stock into a smaller number of shares shares, or (4D) issue by reclassification of its shares of Common Stock any shares of capital stock of the CompanyMSPC, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder holder of any Security the New Convertible Note thereafter surrendered for conversion shall be entitled to receive the an equivalent number of shares of its Common Stock or other capital stock of the Company any other class which he it would have owned immediately following such action had such Security the New Convertible Note been converted immediately prior thereto. An Any adjustment made pursuant to this subsection Subsection (ai) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock. (bii) In case MSPC, after the Company date hereof, shall issue rights, warrants or options or warrants to all holders of Common Stock entitling them the recipients thereof to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share less than the current market price per share (as determined pursuant to subsection (f) below) of Conversion Price for the Common Stock on the record date mentioned belowNew Convertible Note then in effect, the Conversion Price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same it shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect for immediately prior to the date of issuance of such rights, warrants or options or warrants by a fraction, fraction of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, warrants or options or warrants, (immediately prior to such issuance), plus (B) the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered to subscription or purchase) would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price)Conversion Price then in effect, and of which (3) which the denominator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, warrants or options or warrants, (immediately prior to such issuance, ) plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchasepurchase (or into which the convertible securities so offered for subscription or purchase are convertible). Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if be made successively whenever any such rights, warrants or options are issued. In determining whether any rights, warrants or warrants issued by options entitle the Company as described in this subsection holder of the New Convertible Note to subscribe for or purchase shares of Common Stock (bor securities convertible into Common Stock) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then at less than the Conversion Price then in effect and in determining the aggregate offering price of such shares of Common Stock (or conversion price of such convertible securities), there shall be taken into account any consideration received by MSPC for such rights, warrants or options (and for such convertible securities), the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of MSPC (which determination shall be conclusive). If at the end of the period during which such warrants, rights or options are exercisable not all of such warrants, rights or options shall have been exercised, the adjusted Conversion Price shall be adjusted as provided immediately readjusted to the Conversion Price which would have been in this subsection effect based on the number of additional shares of Common Stock actually issued (bor the number of shares of Common Stock actually issuable) until such triggering events shall occur upon conversion of the convertible securities. (ciii) In case MSPC, after the Company or any date of its Subsidiaries the New Convertible Note, shall distribute to all holders of its outstanding Common Stock evidences of indebtedness, any shares of Capital Stock capital stock (other than Common Stock), cash evidences of its indebtedness or other assets (including securitiessecurities and cash, but other than (x) regular excluding any cash dividend paid out of current or retained earnings of MSPC and dividends or distributions paid exclusively payable in cash or (y) any dividend or distribution stock for which an adjustment is required made pursuant to be made in accordance with subsection Subsection (ai) of this Section 5(d) or rights, warrants or options to subscribe for or purchase securities of MSPC (bexcluding those referred to in Subsection (ii) above), subsection (a) or (b) aboveof this Section 5(d), then in each such case case, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the record date of such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided Conversion Price for such New Convertible Note then in subsection (f) below) of the Common Stock on the record date mentioned below effect less the then fair market value on such record date (as determined in good faith by the Board of DirectorsDirectors of MSPC, whose which determination shall, if made in good faith, shall be conclusive evidence of such fair market valueconclusive) of the portion of the capital stock or the evidences of indebtedness or the assets so distributed to the holder of one share of Common Stock or of such subscription rights, warrants or options applicable to one share of Common Stock, Stock and of which the denominator shall be such current market price per share of the Common StockConversion Price then in effect. Such adjustment shall become effective immediately, except as provided in subsection (h) below, immediately after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding If at the foregoing, in the event that the fair market value end of the assetsperiod during which warrants, rights or options described in this Subsection (iii) are exercisable not all such warrants, rights or options shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based on the number of warrants, rights or options actually exercised. (iv) Notwithstanding anything in subsection (ii) or (iii) of this Section 5(d) to the contrary, with respect to any rights, warrants or options covered by Subsection (ii) or (iii) of this Section 5(d), if such rights, warrants or options are exercisable only upon the occurrence of specified events, then for purposes of this Section 5(d), such rights, warrants or options shall not be deemed issued or distributed, and any adjustment to the Conversion Price required by subsection (ii) or (iii) of this Section 5(d) shall not be made until such events occur and such rights, warrants or options become exercisable. (v) In case MSPC, after the date of the New Convertible Note, shall issue shares of its Common Stock (excluding those rights, warrants, options, shares of capital stock or evidences of its indebtedness or other securities so distributed applicable assets referred to one share in subsection (ii) or (iii) of Common Stock equals or exceeds such current market this Section 5(d)) at a net price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per sharethe Conversion Price on the date that MSPC fixes the offering price of such additional shares, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted reduced immediately thereafter so that the same it shall equal the price determined by multiplying the such Conversion Price in effect immediately prior to the date of such distribution thereto by a fraction of which the numerator shall be the then current market price per share number of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share shares of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, outstanding immediately prior to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration issuance of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times additional shares plus the number of shares of Common Stock outstanding (including any tendered shares) on which the Expiration Time, aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Conversion Price then in effect and the denominator shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock that would be outstanding immediately after the issuance of such additional shares. Such adjustment shall be made successively whenever such an issuance is made. This Subsection (including any tendered sharesv) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable shall not apply to stockholders based on the acceptance (up Common Stock issued to any maximum specified in the terms employee, officer or director of the Offer) of all shares validly tendered MSPC under a bona fide employee or director benefit plan adopted by MSPC and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith approved by the Board stockholders of Directors of the Company and described in a Board ResolutionMSPC. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (hvi) In any case in which this Section 1704 5(d) shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date or an effective date, the Company MSPC may elect to defer the effectiveness of such adjustment (but in no event only until a date later than five Business Days following the effective time mailing by MSPC to the holder of New Convertible Note of the event giving rise to such adjustmentcertificate required by subsection (viii) of this Section 5(d), in which case issuing to the Company shall, with respect to any Security holder of the New Convertible Note converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to effective date the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of over and above the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only upon such conversion on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversionadjustment. (ivii) No adjustment in the Conversion Price of the New Convertible Note shall be required to be made unless such adjustment would require an increase or decrease of at least one percent (1% of the Conversion Price%) in such price; provided, however, that any adjustments which by reason of this subsection Subsection (ivii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen Section 5(d) shall be made to the nearest cent or to the nearest one-one hundredth of a share, as the case may beone cent. (jviii) Whenever the Conversion Price is adjusted as herein providedprovided in this Section 5, MSPC will promptly mail to the Company shall promptly (i) file with holder of the Trustee and each Conversion Agent an Officer's Certificate New Convertible Note a certificate of MSPC’s Treasurer or Chief Financial Officer setting forth the Conversion Price after such adjustment as so adjusted and setting forth a brief statement of the facts requiring accounting for such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (kix) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder Irrespective of any Security surrendered for conversion will be entitled to receive upon such conversion, adjustment or change in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to Price and the number of Conversion Shares is entitled at actually purchasable under the time New Convertible Note, a New Convertible Note thereafter issued in replacement of New Convertible Note surrendered upon the partial conversion of such conversion New Convertible Note may continue to express the Conversion Price per Share thereunder as the Conversion Price per Share as set forth in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedNew Convertible Note when initially issued.

Adjustment of Conversion Price. The conversion price or rate as stated in paragraph 8 of the Securities (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time by the Company as follows: (a) In case the Company McDATA shall (1i) make or pay a dividend (or other distribution) on its Common Stock in shares of Common Stock on any class of Capital Stock of the CompanyStock, (2ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares, or (3iv) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price in effect immediately prior to such action thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the that number of shares of Common Stock or other capital stock of the Company which he it would have owned immediately following such action had such Security been converted immediately prior theretoto the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case the Company McDATA shall issue rights, options rights or warrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the current market price per share of Common Stock (as determined pursuant to in accordance with subsection (f) belowof this Section 4.6) of the Common Stock on the record date mentioned belowfor the determination of shareholders entitled to receive such rights or warrants, the Conversion Price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to the such record date of issuance of such rights, options or warrants by a fraction, fraction of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered for subscription (or purchase the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at such the current market price per share (as determined by multiplying in accordance with subsection (f) of this Section 4.6) of Common Stock on such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price)record date, and of which (3) which the denominator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock offered (or into which are the convertible securities so offered for subscription or purchaseare convertible). Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive be made successively whenever any such rights or warrants; providedwarrants are issued, however, that if any and shall become effective immediately after such rights, options record date. If at the end of the period during which such rights or warrants issued by are exercisable not all rights or warrants shall have been exercised, the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the adjusted Conversion Price shall not be adjusted as provided in this subsection immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (b) until such triggering events shall occur or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company or any of its Subsidiaries McDATA shall distribute to all or substantially all holders of its Common Stock evidences of indebtedness, any shares of Capital Stock of McDATA (other than Common Stock), cash evidences of indebtedness or other non-cash assets (including securities, but securities of any person other than McDATA but excluding (xi) regular dividends or distributions paid exclusively in cash or (yii) any dividend dividends or distribution for which an adjustment is required distributions referred to be made in accordance with subsection (a) of this Section 4.6), or shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) above), subsection (a) or (b) aboveof this Section 4.6), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per share (as determined as provided in accordance with subsection (f) belowof this Section 4.6) of the Common Stock on the record date mentioned described below less the then fair market value on such record date (as determined by the Board of Directors of McDATA, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate of McDATA delivered to the Trustee) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be the current market price per share (as determined in accordance with subsection (f) of this Section 4.6) of the Common Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (d) In case McDATA shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all holders of its Common Stock cash in an aggregate amount that, together with the aggregate amount of (i) any cash and the fair market value (as determined by the Board of DirectorsDirectors of McDATA, whose determination shall, if made in good faith, shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate of McDATA delivered to the Trustee) of any other consideration payable in respect of any tender offer by the Company or a Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (ii) all other cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds an amount equal to 10.0% of the product of the current market price per share of Common Stock (as determined in accordance with subsection (f) of this Section 4.6) on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by McDATA multiplied by the number of shares of Common Stock outstanding on the Determination Date (excluding shares held in the treasury of McDATA), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the current market price per share of the Common Stock (as determined in accordance with subsection (f) of this Section 4.6) on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market valuevalue (determined as aforesaid in this Section 4.6(d)) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the portion of the assets so distributed Triggering Distribution) applicable to one share of Common Stock, Stock (determined on the basis of the number of shares of Common Stock outstanding on the Determination Date) and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall Stock (as determined in accordance with subsection (f) of this Section 4.6) on the Determination Date, such reduction to become effective immediately, except immediately prior to the opening of business on the day next following the date on which the Triggering Distribution is paid. (e) In case any tender offer made by McDATA or any of its Subsidiaries for Common Stock shall expire and such tender offer (as provided amended upon the expiration thereof) shall involve the payment of aggregate consideration in subsection an amount (h) below, after determined as the record date for sum of the determination aggregate amount of stockholders entitled to receive such distribution. Notwithstanding cash consideration and the foregoing, in the event that the aggregate fair market value (as determined by the Board of the assetsDirectors of McDATA, evidences whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, McDATA delivered to the extent applicableTrustee thereof) of any other consideration) that, together with the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with of (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value (as determined by the Board of Directors of McDATA, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate of McDATA delivered to the Trustee) of any other consideration paid or payable in respect of any other tender offer offers by the Company McDATA or any Subsidiary of its Subsidiaries McDATA for Common Stock concluded consummated within the preceding 12 months preceding the Expiration Date (as defined below) and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (ii) all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds 15an amount equal to 10.0% of the Company's market capitalization (defined as being the product of the then current market price per share of the Common Stock (as determined as provided in accordance with subsection (f) belowof this Section 4.6) times as of the last date (the "Expiration Date") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of shares of Common Stock then outstandingoutstanding (including tendered shares but excluding any shares held in the treasury of McDATA) at the Expiration Time, then, immediately prior to the opening of business on the record date of such distributionday after the Expiration Date, then in each such case the Conversion Price shall be adjusted reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the date of such distribution Expiration Date by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including tendered shares but excluding any tendered sharesshares held in the treasury of McDATA) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to at the Expiration Time multiplied by a fraction of which the numerator shall be (i) the product of the then current market price per share of the Common Stock (as determined as provided in accordance with subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered sharesthis Section 4.6) on the Trading Day next succeeding the Expiration Time minus Date and the denominator shall be the sum of (iix) the fair market value of the aggregate consideration (determined as aforesaid) payable to stockholders shareholders based on the acceptance (up to any maximum specified in the terms of the Offertender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted accepted, up to any such maximum, being referred to as the "Purchased Shares") and the denominator shall be (y) the product of the number of shares of Common Stock outstanding (iless any Purchased Shares and excluding any shares held in the treasury of McDATA) such at the Expiration Time and the current market price per share of Common Stock (as determined in accordance with subsection (f) of this Section 4.6) on the Expiration Time times (ii) such number of outstanding shares on Trading Day next succeeding the Expiration Time less the number of Purchased SharesDate, such reduction to become effective immediately prior to the opening of business on the day following the Expiration TimeDate. In the event that McDATA is obligated to purchase shares pursuant to any such tender offer, but McDATA is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 4.6(e) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.6(e). For purposes of this subsection (eSection 4.6(e), the fair market value term "tender offer" shall mean and include both tender offers and exchange offers, all references to "purchases" of any consideration with respect shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to an Offer exchange offers, and all references to "tendered shares" (and all similar references) shall be reasonably determined mean and include shares tendered in good faith by the Board of Directors of the Company both tender offers and described in a Board Resolutionexchange offers. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) aboveof this Section 4.6, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock daily closing prices for the five 30 consecutive Trading Days selected by the Company commencing not more than 20 45 Trading Days beforebefore (i) the Determination Date or the Expiration Date, and ending not later thanas the case may be, the earlier of the date in question and the date before the "ex date," with respect to the issuancedistributions or tender offers under subsections (c), distribution or Offer requiring such computation. For purposes (d) and (e) of this paragraph, Section 4.6 or (ii) the term "ex date," when used record date with respect to any issuancedistributions, distribution issuances or payments with respect to an Offerother events requiring such computation under subsection (b), means (c), (d) or (e) of this Section 4.6. The closing price for each day shall be the first date last reported sales price or, in case no such reported sale takes place on which such date, the average of the reported closing bid and asked prices in either case on the NNM or, if the Common Stock trades regular way on the New York Stock Exchange (or if is not listed or admitted to trading thereonon the NNM, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without trading or, if not listed or admitted to trading on the right NNM or any national securities exchange, the last reported sales price of the Common Stock as quoted on NASDAQ or, in case no reported sales takes place, the average of the closing bid and asked prices as quoted on NASDAQ or any comparable system or, if the Common Stock is not quoted on NASDAQ or any comparable system, the closing sales price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to receive time by McDATA for that purpose. If no such issuanceprices are available, distribution or Offerthe current market price per share shall be the fair value of a share of Common Stock as determined by the Board of Directors of McDATA (which shall be evidenced by an Officers' Certificate of McDATA delivered to the Trustee). (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 4.6 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record datedate or a Determination Date or Expiration Date, as the Company case may be, established for purposes of this Section 4.6, McDATA may elect to defer the effectiveness of such adjustment (but in no event only until a date later than five Business Days following the effective time filing by the Company with the Trustee of the event giving rise certificate described in Section 4.9) issuing to such adjustment), in which case the Company shall, with respect to Holder of any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to Determination Date or Expiration Date the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) McDATA issuable upon such conversion in excess of over and above the number of shares of Common Stock and other Capital Stock of the Company McDATA issuable thereupon upon such conversion only on the basis of the Conversion Price prior to adjustment and (ii)adjustment; and, not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock in lieu of the Company (shares the issuance of which is so deferred, McDATA shall issue or cause its transfer agents to issue due bills or other assets appropriate evidence prepared by McDATA of the right to receive such shares. If any distribution in respect of which an adjustment to the Conversion Price is required to be made as of the record date or securities) issuable on such conversion. (i) No adjustment in Determination Date or Expiration Date therefor is not thereafter made or paid by McDATA for any reason, the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required readjusted to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall would then be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) effect if such conversion occurs on record date had not been fixed or prior to the such effective date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights Determination Date or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedExpiration Date had not occurred.

Adjustment of Conversion Price. The Unless otherwise specified as contemplated by Section 2.02 for Securities of that series, the conversion price or rate (herein called the "Conversion Price") for a series of Securities convertible into Common Stock shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time as follows: (a) In case the Company Ventas, Inc. shall (1) make or pay a dividend (or other distribution) make a distribution on Common Stock in shares of Common Stock on any class of Capital Stock of the CompanyStock, (2) subdivide its the outstanding shares of Common Stock into a greater number of shares, shares or (3) combine its the outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price in effect immediately prior to such action conversion price for the Securities of that series shall be adjusted so that the Holder of any such Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action or have been entitled to receive after the happening of any of the events described above had such Security been converted immediately prior theretoto the record date in the case of a dividend or distribution or the effective date in the case of subdivision or combination. An adjustment made pursuant to this subsection paragraph (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution distribution, except as provided in paragraph (h) below, and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case the Company Ventas, Inc. shall issue rights, options rights or warrants to all holders of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as determined pursuant to subsection defined for purposes of this paragraph (fb) in paragraph (e) below) of the Common Stock on ), at the record date mentioned belowfor the determination of stockholders entitled to receive such rights or warrants, the Conversion Price conversion price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price conversion price in effect immediately prior to the date of issuance of such rights, options rights or warrants by a fraction, of which (2) the numerator of which shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options rights or warrants, immediately prior to such issuance, warrants plus (B) the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator of which shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options rights or warrants, immediately prior to such issuance, warrants plus (B) the number of additional shares of Common Stock which are so offered for subscription receivable upon exercise of such rights or purchasewarrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subsection paragraph (h) below, after such record date. In determining whether any rights or warrants entitle the record date Holders of the Securities of that series to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the determination aggregate offering price of holders entitled to receive such shares of Common Stock, there shall be taken into account any consideration received by Ventas, Inc. for such rights or warrants; providedwarrants plus the exercise price thereof, howeverthe value of such consideration or exercise price, that as the case may be, if any such rightsother than cash, options or warrants issued to be determined by the Company as described in this subsection (b) are only exercisable upon the occurrence Board of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur Directors. (c) In case the Company or any of its Subsidiaries Ventas, Inc. shall distribute to all holders of Common Stock evidences of indebtedness, any shares of Capital Stock of Ventas, Inc. (other than Common Stock, cash ) or other evidences of its indebtedness or assets (including securities, but other than (x) regular excluding cash dividends or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (afrom retained earnings of Ventas, Inc.) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights or warrants referred to in paragraph (b) above) (any of the foregoing being herein in this paragraph (c) called the “Special Securities”), subsection (a) or (b) above)then, then in each such case case, unless Ventas, Inc. elects to reserve such Special Securities for distribution to the Conversion Price Holders of Securities of that series upon the conversion so that any such Holder converting such Securities will receive upon such conversion, in addition to the shares of Common Stock to which such Holder is entitled, the amount and kind of Special Securities which such Holder would have received if such Holder had, immediately prior to the record date for the distribution of the Special Securities, converted Securities into Common Stock, the conversion price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price conversion price in effect immediately prior to the date of such distribution by a fraction the numerator of which the numerator shall be the current market price per share (determined as provided defined for purposes of this paragraph (c) in subsection paragraph (fe) below) of the Common Stock on the record date mentioned below above less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence of such fair market valueconclusive) of the portion of the assets Special Securities so distributed applicable to one share of Common Stock, and the denominator of which the denominator shall be such the current market price per share (as defined in paragraph (e) below) of Common Stock; provided, however, that in the event the then fair market value (as so determined) of the portion of the Special Securities so distributed applicable to one share of Common StockStock is equal to or greater than the current market price per share (as defined in paragraph (e) below) of Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of Securities of that series shall have the right to receive the amount and kind of Special Securities such Holder would have received had such Holder converted such Securities immediately prior to the record date for the distribution of the Special Securities. Such adjustment shall become effective immediately, except as provided in subsection paragraph (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company If, pursuant to paragraph (b) or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) shall have been adjusted because Ventas, Inc. has declared a dividend, or made a distribution, on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share outstanding shares of Common Stock equals in the form of any right or exceeds such current market price per share warrant to purchase securities of Common StockVentas, Inc., or Ventas, Inc. has issued any such current market price exceeds right or warrant, then, upon the expiration of any such amount of cash by less that $0.10 per shareunexercised right or unexercised warrant, the Conversion Price conversion price shall not forthwith be adjusted pursuant to this subsection (d)equal the conversion price that would have applied had such right or warrant never been declared, and, to the extent applicable, the provisions of subsection (k) shall apply to such distributiondistributed or issued. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections paragraph (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices reported last sales prices for the 30 consecutive Trading Days (as defined below) commencing 45 Trading Days before the date in question. For the purpose of a any computation under paragraph (c) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the reported last sales prices for the five 10 consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of before the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computationquestion. For The reported last sales price for each day (whether for purposes of this paragraphparagraph (b) or paragraph (c)) shall be the reported last sales price, regular way, or, in case no sale takes place on such day, the term "ex date," when used with respect to any issuanceaverage of the reported closing bid and asked prices, distribution or payments with respect to an Offerregular way, means the first date on which the Common Stock trades regular way in either case as reported on the New York Stock Exchange (or Composite Tape or, if the Common Stock is not listed or admitted to trading thereonon the New York Stock Exchange, then on the principal national securities exchange on which the Common Stock is listed or admitted to tradingtrading or, if not listed or admitted to trading on any national securities exchange, on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”) without or, if the right Common Stock is not quoted on such National Market System, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for the Common Stock on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such day as furnished by any New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of Ventas, Inc. or a committee thereof or, if no such quotations are available, the fair market value of the Common Stock as determined by a New York Stock Exchange Member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of Ventas, Inc. or a committee thereof or, if no such quotations are available, the fair market value of the Common Stock as determined by a New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of Ventas, Inc. or a committee thereof. As used herein, the term “Trading Day” with respect to receive the Common Stock means (1) if the Common Stock is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New York Stock Exchange or such issuanceother national securities exchange is open for business or (2) if the Common Stock is quoted on the National Market System of the NASDAQ, distribution a day on which trades may be made on such National Market System or Offer(3) otherwise, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (if) No adjustment in the Conversion Price conversion price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Pricein such price; provided, however, that any adjustments which by reason of this subsection paragraph (if) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and, provided, further, that adjustment shall be required and made in accordance with the provisions of this Article 12 (other than this paragraph (f)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of Common Stock. All calculations under this Article Seventeen 12 shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be, with one-half cent and 1/200 of a share, respectively, being rounded upward. Anything in this Section 12.05 to the contrary notwithstanding, Ventas, Inc. shall be entitled to make such reductions in the conversion price, in addition to those required by this Section 12.05, as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by Ventas, Inc. to its stockholders shall not be taxable. (jg) Whenever the Conversion Price conversion price is adjusted adjusted, as herein provided, the Company Ventas, Inc. shall promptly (i) file with the Trustee Trustee, at the corporate trust office of the Trustee, and each Conversion Agent with the office or agency maintained by Ventas, Inc. for the conversion of Securities of that series pursuant to Section 4.02, an Officer's Certificate Officers’ Certificate, setting forth the Conversion Price conversion price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment. Neither the Trustee nor any conversion agent shall be under any duty or responsibility with respect to any such certificate or any facts or computations set forth therein, and (ii) give or except to exhibit said certificate from time to time to any Holder of a Security of that series desiring to inspect the same. Ventas, Inc. shall promptly cause a notice setting forth the adjusted conversion price to be given mailed to the Holders of Securities of that series, as their names and addresses appear upon the Security Register of Ventas, Inc. (h) In any case in which this Section 12.05 provides that an adjustment shall become effective immediately after a notice record date for an event, Ventas, Inc. may defer until the occurrence of such adjustment event (1) issuing to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon of that series converted after such conversion, in addition to record date and before the occurrence of such event the additional shares of the Common Stock issuable upon such conversion (by reason of the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if adjustment required by such event over and above the Common Stock issuable upon such conversion occurs on or prior before giving effect to the date for the distribution such adjustment and (2) paying to the holders such Holder any amount in cash in lieu of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares any fractional share of Common Stock equal pursuant to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedSection 12.06 hereof.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a Price applicable to any series of Convertible Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time as follows: (a) In case the Company shall shall, at any time or from time to time while the Securities of any series are outstanding, (1i) make or pay a dividend (or other distribution) on its Common Stock in shares of Common Stock on any class of Capital Stock of the CompanyStock, (2ii) subdivide its outstanding shares of Common Stock into a greater larger number of shares, or (3iii) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price for such series in effect immediately prior to such action thereto shall be adjusted so that the Holder of any Security of such series thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock securities of the Company which he would have owned immediately following such action or have been entitled to receive after the happening of any of the events described above, had such Convertible Security of such series been converted immediately prior theretoto the happening of such event. An adjustment made pursuant to this subsection subdivision (a) shall become effective immediatelyeffective, except as provided in subsection (h) below, after the record date in the case of a dividend or distribution dividend, on the payment date retroactively to immediately after the opening of business on the day following the record date for the determination of shareholders entitled to receive such dividend, subject to the provisions of paragraph (g) of this Section 1505, and shall become effective immediately after the effective date in the case of a subdivisionsubdivision or combination immediately after the opening of business on the day following the day when such subdivision or combination, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a)the case may be, the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockbecomes effective. (b) In case the Company shall shall, at any time or from time to time while the Convertible Securities of any series are outstanding, issue rights, options rights or warrants to all holders of its shares of Common Stock entitling them (for a period expiring within 45 days of the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as determined pursuant to subsection defined in paragraph (fd) below) of the Common Stock on the at such record date mentioned belowdate, the Conversion Price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) the Conversion Price of any series of Convertible Securities in effect immediately prior to the date of issuance of such rights, options rights or warrants shall be adjusted as follows: the number of shares of Common Stock into which $1,000 principal amount of Convertible Securities of such series was theretofore convertible shall be multiplied by a fraction, of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuancerecord date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such record date plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined price; and the Conversion Price for such series of Convertible Securities shall be adjusted by multiplying such total dividing $1,000 by the new number of shares by the exercise price into which $1,000 principal amount of Securities of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator series shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchaseconvertible as aforesaid. Such adjustment shall become effective immediately, except as provided in subsection (h) below, on the date of such issuance retroactively to immediately after the opening of business on the day following the record date for the determination of holders shareholders entitled to receive such rights or warrants; provided, however, that if subject to the provisions of paragraph (g) of this Section 1505. In determining whether any such rights, options rights or warrants issued entitle the holders to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the aggregate offering price of such shares, there shall be taken into account any consideration received by the Company as described in this subsection (b) are only exercisable upon for such rights or warrants, the occurrence value of certain triggering events relating such consideration, if other than cash, to control and provided for in shareholders' rights plans, then be determined by the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur Board of Directors. (c) In case the Company or shall, at any time from time to time while the Convertible Securities of its Subsidiaries shall any series are outstanding, distribute to all holders of shares of its Common Stock evidences of indebtedness, its indebtedness or securities or assets (excluding cash dividends or cash distributions payable out of consolidated net earnings or retained earnings) or rights or warrants to subscribe for shares of Capital Common Stock other at a price per share less than the current market price per share of Common Stock, cash or other assets determined in the manner set forth in paragraph (including securitiesd) below, but other than (x) regular dividends excluding rights or distributions paid exclusively warrants referred to in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or paragraph (b) above), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price for such series of Convertible Securities in effect immediately prior to such distribution shall be adjusted by multiplying the date number of shares of Common Stock into which $1,000 principal amount of Convertible Securities of such distribution series of Convertible Securities was theretofore convertible by a fraction fraction, of which the numerator shall be the current market price per share of Common Stock (determined as provided defined in subsection paragraph (fd) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence of for such fair market value) of the portion of the assets so distributed applicable to one share of Common Stockdistribution, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after less the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the then fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer as determined by the Company or any Board of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% Directors of the Company's market capitalization (defined as being the product , whose determination shall be conclusive) of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date portion of such distributionevidences of indebtedness, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date securities or assets or of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash subscription rights or warrants so distributed applicable to one share of Common Stock, ; and the Conversion Price for such series of which the denominator Convertible Securities shall be adjusted by dividing $1,000 by the new number of shares into which $1,000 principal amount of Convertible Securities of such current market price per share of the Common Stockseries shall be convertible as aforesaid. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after on the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant distribution retroactively to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to after the opening of business on the day following the Expiration Timerecord date for the determination of shareholders entitled to receive such distribution, subject to the provisions of paragraph (g) of this Section 1505. For the purposes of this subsection paragraph (e), the fair market value of any consideration with respect to an Offer c) consolidated net earnings or retained earnings shall be reasonably computed by adding thereto all charges against retained earnings on account of dividends paid in shares of Common Stock in respect of which the Conversion Price has been adjusted, all as determined in good faith by the Board of Directors of the Company and described in a Board ResolutionIndependent Public Accountants, whose determination shall be conclusive. (fd) For the purpose of any computation under subsections paragraphs (b), (c), (d) and (ec) above, the current market price per share of Common Stock on at any date shall be deemed to be the average of the Last Sale Prices market values of a share the shares of Common Stock for the five ten consecutive Trading Business Days selected by immediately preceding the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier day in question. The market value of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offerfor each day shall be determined as provided in Section 1503 hereof. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the The Company will be permitted to may make such reductions in the Conversion Price for any series of Convertible Securities, in addition to those required by paragraphs (a), (b) and (c) of this Section as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will shall not be taxable to the holders recipients. (f) Except as herein otherwise provided, no adjustment in the Conversion Price for any series of Convertible Securities shall be made by reason of the issuance, in exchange for cash, property or services, of shares of Common Stock. In , or any securities convertible into or exchangeable for shares of Common Stock, or carrying the event right to purchase any of the Company elects to make such a reduction in the Conversion Price, foregoing. (g) If the Company shall comply with the requirements of Rule 14e-1 take a record of the Exchange Act holders of its shares of Common Stock for the purpose of entitling them to receive any dividend or any subscription or purchase rights or any distribution and shall, thereafter and before the distribution to shareholders of any other Federal and state laws and regulations thereunder if and such dividend, subscription or purchase rights or distribution, legally abandon its plan to the extent that pay or deliver such laws and regulations are applicable in connection with the reduction dividend, subscription or purchase rights or distribution, then no adjustment of the Conversion Price; provided, however, that Price for any provisions series of this Indenture which conflict with such laws Convertible Securities shall be deemed to be superseded required by reason of the provisions taking of such lawsrecord. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price for any series of Convertible Securities shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Pricein such price; provided, however, that any adjustments which by reason of this subsection paragraph (ih) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen Fifteen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (ji) Whenever the Conversion Price for any series of Convertible Securities is adjusted as herein provided, the Company shall promptly (i) forthwith place on file with at the Principal Office of the Trustee an Officers' Certificate showing in detail the facts requiring such adjustment and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement shall exhibit the same from time to time to any Holder of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness Convertible Securities of such adjustmentseries desiring an inspection thereof, and (ii) give or cause a notice stating that such adjustment has been effected and the adjusted Conversion Price to be given a notice mailed to the Holders of Registered Convertible Securities of such adjustment to each Holder of Securities in series at their last addresses as they shall appear on the manner provided in Section 106Security Register. (kj) In The Company may delete, modify or vary any of the event that provisions applicable to conversion of the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder Convertible Securities of any Security surrendered for conversion will series, or may add new provisions applicable thereto, all as may be entitled to receive upon contained in the Board Resolutions and Officers' Certificate or supplemental indenture establishing such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedseries.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities Price shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment adjusted from time to time by the Company as follows: (a) In case the Company shall (1i) make or pay a dividend (or other distribution) in shares of Common Stock on any class to the holders of Capital Stock of the Companyits Common Stock, (2ii) subdivide its outstanding make a distribution in shares of Common Stock to the holders of its Common Stock, (iii) subdivide or split its outstanding Common Stock into a greater larger number of shares, or (3iv) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price in effect immediately prior to such action thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the that number of shares of Common Stock or other capital stock of the Company which he that it would have owned immediately following such action or been entitled to receive had such Security been converted immediately prior theretoto the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, after of the close of business on the record date in the case of a dividend in shares or distribution and shall become effective immediately after as of the close of business on the effective date in the case of a subdivision, combination split or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case (i) the Company shall issue rights, options rights or warrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of its Common Stock (or securities convertible into its Common Stock) at a price per share less than the Current Market Price per share of the Company’s Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants or (ii) the Company shall sell or issue any Common Stock and the consideration per share of such Common Stock to be paid upon such sale or issuance is less than the Current Market Price per share of such Common Stock or the Company shall sell or issue warrants, rights or other convertible securities to subscribe for or purchase shares of its Common Stock at a price per share less than the current market price Current Market Price per share (as determined pursuant to subsection (f) below) of the such Common Stock on the record date mentioned belowof such sale or issuance, the Conversion Price in effect as of the close of business on the record date thereto shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to on the record date of issuance of such rights, options or warrants by a fraction, of which (2) the numerator of which shall be (A) the number of shares of the Company’s Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuancerecord date, plus (B) the number of shares which the aggregate offering price of the total number of shares of the Company’s Common Stock so offered for subscription (or purchase the aggregate conversion price of the convertible securities so offered) would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price)Current Market Price, and of which (3) the denominator of which shall be (A) the number of shares of the Company’s Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of the Company’s Common Stock offered (or into which are the convertible securities so offered for subscription or purchaseare convertible). Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if be made successively whenever any such rights, options warrants or convertible securities are issued, and shall become effective as of the close of business on such record date. If at the end of the period during which such rights or warrants issued by are exercisable not all rights or warrants shall have been exercised, the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the adjusted Conversion Price shall not be adjusted as provided in this subsection immediately readjusted to what it would have been based upon the number of additional shares of the Company’s Common Stock actually issued (b) until such triggering events shall occur or the number of shares of the Company’s Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company shall, by dividend or any of its Subsidiaries shall otherwise, distribute to all holders of Common Stock evidences of indebtedness, shares of Capital Stock other than its Common Stock, cash or other assets (including securities, but other than excluding (x) any regular dividends cash dividend on such Common Stock to the extent that the aggregate cash dividend per share of the Common Stock in any four fiscal quarters does not exceed the greater of (A) the amount per share of the Common Stock of the cash dividend on the Common Stock for the preceding four fiscal quarters to the extent that such dividend for the preceding four fiscal quarters did not require any adjustment of the Conversion Price pursuant to this Section 3.06(c) (as adjusted to reflect subdivisions or distributions paid exclusively in cash or combinations of the Common Stock), and (B) 3.75% of the arithmetic average of the Closing Prices during the ten Business Days immediately prior to the date of declaration of such dividend, (y) any dividend or distribution for in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, and (z) any cash that is distributed as part of a distribution requiring a Conversion Price adjustment pursuant to Section 3.06(d)), then, in such case, the Conversion Price shall be decreased so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the record date of such action by a fraction, the numerator of which shall be the Current Market Price of the Company’s Common Stock on such record date less the amount of cash so distributed (and not excluded as provided above) applicable to one share of the Company’s Common Stock and the denominator shall be the Current Market Price of the Company’s Common Stock on such record date, such decrease shall be effective immediately prior to the opening of business on the day following the record date of such action; provided that, in the event the portion of the cash so distributed applicable to one share of the Company’s Common Stock is equal to or greater than the Current Market Price of such Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted such Security on the record date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in this Section 3.06(c) as a result of a distribution that is a regular dividend, such adjustment shall be based upon the amount by which such distribution exceeds the amount of the regular cash dividend permitted to be excluded pursuant hereto. If an adjustment is required to be made as set forth in accordance with subsection this Section 3.06(c) above as a result of a distribution that is not a regular dividend, such adjustment shall be based upon the full amount of the distribution. (ad) In case the Company shall distribute to all or substantially all holders of its Common Stock any shares of Capital Stock of the Company (b) aboveother than Common Stock), subsection evidences of indebtedness or other non-cash assets (aincluding securities of any Person), or shall distribute to all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 3.06(b)) or (b) aboveany of the foregoing hereinafter referred to as the “Distributed Securities”), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to as of the close of business on the record date of for such distribution by a fraction fraction, the numerator of which the numerator shall be the current market price per share (determined as provided in subsection (f) below) Current Market Price of the Company’s Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence of on such fair market value) record date of the portion of the assets so distributed Distributed Securities applicable to one share of the Company’s Common StockStock (determined on the basis of the number of shares of the Company’s Common Stock outstanding on the record date), and the denominator of which the denominator shall be such current market price the Current Market Price per share of the Company’s Common StockStock on such record date. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after of the close of business on the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event (x) that the Company shall distribute rights or warrants (other than those referred to in Section 3.06(b)) pro rata to holders of its Common Stock or (y) the then fair market value of the assets, evidences portion of indebtedness or other securities the Distributable Securities so distributed applicable to one share of the Company’s Common Stock equals is equal to or exceeds greater than the Current Market Price of such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per sharethe Company may, the Conversion Price shall not be adjusted in lieu of making any adjustment pursuant to this subsection Section 3.06, make proper provision so that each Holder of a Security who converts such Security (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (cthereof) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders such distribution and shall be entitled to receive upon such distribution. Notwithstanding the foregoingconversion, in addition to the event that shares of the cash so distributed applicable to one share of Company’s Common Stock equals or exceeds issuable upon such current market price per share of Common Stockconversion (the “Conversion Shares”), or such current market price exceeds such the amount of cash by less that $0.10 per shareDistributed Securities such Holder would have received had such Holder converted such Security on such record date; provided that, with respect to clause (x), the Conversion Price foregoing provision shall not be adjusted pursuant to this subsection (d), and, apply only to the extent the Distributed Securities receivable upon conversion for such Security would be convertible, exchangeable or exercisable, as applicable, the provisions without any loss of subsection (k) shall apply to rights or privileges for a period of at least 60 days following conversion of such distributionSecurity. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Company’s Common Stock (any shall expire and such tender or exchange offer being referred to as an "Offer") that involves an aggregate shall involve the payment by the Company or such Subsidiary of consideration per share of the Company’s Common Stock having a fair market value (as determined by the Board of Directors of the expiration Company or, to the extent permitted by applicable law, a duly authorized committee thereof, whose determination shall be conclusive, and described in a resolution of such Offer Board of Directors or such duly authorized committee thereof, as the case may be, at the last time (the "“Expiration Time"”) that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been tenders or exchanges may be made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection tender or exchange offer (das it shall have been amended)) has been made, that exceeds 15% the Current Market Price per share of the product of the then current market price per share (determined as provided in subsection (f) below) of the Company’s Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on Trading Day next succeeding the Expiration Time, the Conversion Price shall be reduced so that the same shall equal the Conversion Price determined by multiplying such the Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of the Company’s Common Stock outstanding (including any tendered or exchanged shares) on at the Expiration Time minus multiplied by the Current Market Price of the Company’s Common Stock on the Trading Day next succeeding the Expiration Time, and the denominator shall be the sum of (iix) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offertender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum, being referred to as the "“Purchased Shares"”) and (y) the product of the number of shares of the Company’s Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the Current Market Price of the Company’s Common Stock on the Trading Day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of business on the Trading Day next succeeding the Expiration Time. In the event that the Company or such Subsidiary is obligated to purchase shares of the Company’s Common Stock pursuant to any such tender or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price that would then be effect if such tender or exchange offer had not been made. (f) In case a tender or exchange offer made by a Person other than the Company or any Subsidiary of the Company for an amount that increases the offeror’s ownership of the Company’s Common Stock to more than 30% of the Company’s Common Stock outstanding shall expire and such tender or exchange offer shall involve the payment by such Person of consideration per share of the Company’s Common Stock having a fair market value (as determined by the Board of Directors of the Company or to the extent permitted by applicable law, a duly authorized committee thereof, whose determination shall be conclusive, and described in a resolution of such Board of Directors or such duly authorized committee thereof, as the case may be) at the Expiration Time that exceeds the Current Market Price of the Company’s Common Stock on the Trading Day next succeeding the Expiration Time, and in which, as of the Expiration Time the Board of Directors of the Company is not recommending rejection of the offer, the Conversion Price shall be reduced so that the same shall equal the Conversion Price determined by multiplying the Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the number of shares of the Company’s Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Current Market Price of the Company’s Common Stock on the Trading Day next succeeding the Expiration Time and the denominator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all Purchased Shares and (y) the product of the number of shares of the Company’s Common Stock outstanding (iless any Purchased Shares) such current market price per share on at the Expiration Time times (ii) such number and the Current Market Price of outstanding shares the Company’s Common Stock on the Trading Day next succeeding the Expiration Time less the number of Purchased SharesTime, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes In the event that such Person is obligated to purchase shares of this subsection (e)the Company’s Common Stock pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the fair market value Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section 3.06(f) shall not be made if, as of any consideration the Expiration Time, the offering documents with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of such offer disclose a plan or intention to cause the Company and to engage in any transaction described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or OfferArticle 5. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 3.06 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following on a record datedate established for purposes of this Section 3.06, the Company may elect to defer the effectiveness of such adjustment (but in no event only until a date later than five Business Days following the effective time filing by the Company with the Trustee of the event giving rise certificate described in Section 3.09) issuing to such adjustment), in which case the Company shall, with respect to Holder of any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing but prior to the Holder of such Security issue date, the number of shares of the Company’s Common Stock and other Capital Stock capital stock of the Company (or other assets or securities) issuable upon such conversion in excess over and above the shares of the number of shares of Company’s Common Stock and other Capital Stock capital stock of the Company issuable thereupon upon such conversion only on the basis of the Conversion Price prior to adjustment and (ii)adjustment; and, not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock in lieu of the shares the issuance of which is so deferred, the Company (shall issue or cause its transfer agents to issue due bills or other assets appropriate evidence prepared by the Company of the right to receive such shares. If any distribution in respect of which an adjustment to the Conversion Price is required to be made as of the record date or securities) issuable on such conversion. (i) No adjustment in effective date therefor is not thereafter made or paid by the Company for any reason, the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required readjusted to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall would then be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) effect if such conversion occurs on record date had not been fixed or prior to the such effective date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedhad not occurred.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities initially shall be as that price set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which paragraph 8 of the form and terms of the Securities of such series were establishedSecurity attached hereto as Exhibit A-1, and, except as otherwise provided therein, but shall be subject to adjustment adjusted from time to time by the Company as follows: (a) In case the Company shall (1i) make or pay a dividend (or other distribution) distribution in shares of Common Stock on any class of or other Capital Stock to all holders of the CompanyCommon Stock, (2ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (3iii) combine its outstanding shares of Common Stock into a smaller number of shares or (4iv) issue by reclassification of reclassify its outstanding Common Stock any shares of capital stock of the CompanyStock, the Conversion Price in effect immediately prior to such action thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Capital Stock or other capital stock of the Company which he it would have owned immediately following such action or have been entitled to receive had such Security been converted immediately prior theretoto the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock. (b) In case the Company shall issue rights, options or warrants to all holders of its Common Stock Stock, rights, warrants or options entitling them such holders (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share less than the current market price per share of Common Stock (as determined pursuant to in accordance with subsection (fe) below) of the Common Stock on at the record date mentioned belowfor the determination of stockholders entitled to receive such rights, warrants or options, the Conversion Price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same Conversion Price shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to the such record date of issuance of such rights, options or warrants by a fraction, of which (2) the numerator of which shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuancerecord date, plus (B) the number of shares which the aggregate offering subscription or purchase price of for the total number of shares of Common Stock offered by the rights, warrants or options so issued (or the aggregate conversion price of the convertible securities offered for subscription by such rights, warrants or purchase options) would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator of which shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock offered by such rights, warrants or options (or into which are the convertible securities so offered for subscription by such rights, warrants or purchaseoptions are convertible). Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if be made successively whenever any such rights, warrants or options are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights, warrants or options are exercisable not all rights, warrants issued by or options shall have been exercised, the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the adjusted Conversion Price shall not be adjusted as provided in this subsection immediately readjusted to what it would have been upon application of the foregoing adjustment substituting the number of additional shares of Common Stock actually issued (bor the number of shares of Common Stock issuable upon conversion of convertible securities actually issued) until such triggering events shall occur for the total number of shares of Common Stock offered (or the convertible securities offered). (c) In case the Company or any of its Subsidiaries shall distribute to all holders of its Common Stock evidences of indebtedness, any shares of Capital Stock of the Company (other than Common Stock) or evidences of its indebtedness, cash cash, other securities or other assets assets, or shall distribute to all holders of its Common Stock, rights, warrants or options to subscribe for or purchase any of its securities (including securitiesexcluding (i) rights, but other than options and warrants referred to in Section 10.06(b) above; (xii) regular those dividends, distributions, subdivisions and combinations referred to in Section 10.06(a) above; and (iii) dividends or and distributions paid exclusively in cash in an aggregate amount that, combined together with (A) all other such cash distributions made within the preceding 12 months in respect of which no adjustment has been made under this Section 10.06 and (B) the fair market value of consideration payable in respect of any repurchases by way of tender or (y) exchange offers by the Company or any dividend of its Subsidiaries or distribution Affiliates, of Common Stock concluded within the preceding 12 months, in each case in respect of which no adjustment has been made under this Section 10.06, does not exceed 5% of Market Capitalization as of the record date for which an adjustment is required to be made in accordance with subsection (a) or (b) above), subsection (a) or (b) abovesuch distribution), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction fraction, the numerator of which the numerator shall be the current market price per share (determined as provided defined in subsection (fSection 10.06(e) below) of the Common Stock on the record date mentioned below less the then fair market value on such record date (as determined by the Board of DirectorsDirectors of the Company, whose determination shall, if made in good faith, shall be conclusive evidence of such fair market value) of the portion of the Capital Stock or evidences of indebtedness, securities or assets so distributed applicable or of such rights, warrants or options, in each case as applicable, to one share of Common Stock, and the denominator of which the denominator shall be such the current market price per share (as defined in Section 10.06(e) below) of the Common StockStock on such record date. Such adjustment shall become effective immediately, except as provided in subsection (h) below, immediately after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of its Subsidiaries shall repurchase by way of a tender or exchange offer shares of Common Stock, and the fair market value of the Company shall make any distribution consisting exclusively sum of (i) the aggregate consideration paid for such Common Stock, (ii) the aggregate fair market value of cash dividends and distributions of the type described in clause (excluding any cash portion iii) of distributions for which an adjustment is required to be made in accordance with the preceding paragraph (c) above, or cash distributed upon a merger or consolidation to which Section 1705 appliespaid within the twelve (12) to all holders months preceding the date of purchase of such shares of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment pursuant to this Section 10.06 previously has been made made, and (iiiii) any cash and the aggregate fair market value of other consideration any amounts previously paid or payable in respect for the repurchase of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded of a type described in this paragraph (d) within the twelve (12) months preceding 12 months the date of purchase of such shares of Common Stock in respect of which no adjustment pursuant to this Section 10.06 previously has been made, exceeds 155% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) Market Capitalization on the record date of of, and after giving effect to, such distributionrepurchase, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution purchase by a fraction fraction, the numerator of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided defined in subsection (fSection 10.06(e) below) of the Common Stock on the Expiration Time times date of such repurchase, less the quotient obtained by dividing the Aggregate Market Premium involved in such repurchase (as defined hereinafter) by the difference between the number of shares of Common Stock outstanding (including any tendered shares) on before such repurchase and the Expiration Timenumber of shares of Common Stock the subject of such repurchase, and the Conversion Price denominator of which shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided defined in subsection (fSection 10.06(e) below) of the Common Stock on the Expiration Time times the number date of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator such repurchase. Such adjustment shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to after the opening date of business on the day following the Expiration Timesuch repurchase. For purposes of this subsection (ed), the fair "Aggregate Market Premium" is the excess, if any, of the aggregate repurchase price paid for all such Common Stock over the aggregate current market value per share of any consideration all such repurchased stock, determined with respect to an Offer shall be reasonably determined each share involved in good faith by the Board of Directors each such repurchase as of the Company and described in a Board Resolutiondate of repurchase with respect to such share. (fe) For the purpose of any computation under subsections (bSection 10.06(b), (c), (d) and (ed) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Closing Prices of a per share of Common Stock for the five 20 consecutive Trading Days selected by the Company commencing not more than 20 30 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used record date with respect to any issuancedistribution, distribution issuance or payments other event requiring such computation. (f) If the rights provided for in the Company's rights agreement dated as of May 4, 2000, as amended, (the "Stockholder Rights Plan") have separated from the Company's Common Stock in accordance with the provisions of the Stockholder Rights Plan so that the Holders of the Securities would not be entitled to receive any rights in respect of Common Stock issuable upon conversion of the Securities, the Conversion Price will be adjusted as provided in paragraph (c) above, subject to an Offerreadjustment in the event of the expiration, means termination or redemption of the first date on rights. In lieu of any such adjustment, the Company may amend its Stockholder Rights Plan to provide that upon conversion of the Securities the Holders will receive, in addition to Common Stock issuable upon such conversion, the rights which would have attached to such shares of Common Stock if the rights had not become separated from the Common Stock trades regular way on under the New York Stock Exchange (Company's Stockholder Rights Plan. To the extent that the Company adopts any future rights plan, upon conversion of the Securities into Common Stock, Securityholders will receive, in addition to Common Stock, the rights under the future rights plan whether or if not listed or admitted to trading thereon, then on the principal national securities exchange on which rights have separated from the Common Stock is listed or admitted to trading) without at the right to receive such issuance, distribution or Offer. (g) In addition time of conversion and no adjustment to the foregoing adjustments Conversion Price will be made in subsections (a), (b), accordance with paragraph (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 10.06 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record datedate established for purposes of Section 10.06, the Company may elect to defer the effectiveness of such adjustment (but in no event only until a date later than five Business Days following the effective time filing by the Company with the Trustee of the event giving rise certificate described in Section 10.06) issuing to such adjustment), in which case the Company shall, with respect to holder of any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on upon such conversion over and above the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other assets appropriate evidence of the right to receive such shares. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or securities) issuable on such conversion. (i) No adjustment in more classes of Capital Stock of the Company, the Conversion Price shall thereafter be required unless subject to adjustment upon the occurrence of an action taken with respect to any such adjustment would require an increase or decrease class of at least 1% of the Conversion Price; provided, however, that any adjustments which Capital Stock as is contemplated by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made 10 with respect to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled on terms comparable to receive upon such conversion, in addition those applicable to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedthis Article 10.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment from time to time as follows: (a) In case the Company shall (1i) make or pay a dividend (or other distribution) make a distribution on its Common Stock in shares of its Common Stock on any class of Capital Stock of the CompanyStock, (2ii) subdivide its outstanding shares of Common Stock into a greater number of shares, shares or (3iii) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Companyshares, the Conversion Price in effect immediately prior to such action event shall be adjusted so that the Holder of any Security New Subordinated Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he it would have owned immediately following or have been entitled to receive after the happening of such action event had such Security the New Subordinated Note been converted immediately prior theretoto the happening of such event. An adjustment made pursuant to this subsection (aSection 5.7(a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution except as provided in Section 5.7(f), and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassificationcombination. If as a result of an adjustment made pursuant to this subsection (a)any dividend or distribution is not paid or made, the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made Conversion Price then in good faith, be conclusive and effect shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockappropriately readjusted. (b) In case the Company shall issue rights, options rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (as determined pursuant to subsection (f) below) Current Market Price of the Common Stock on at the record date mentioned belowfor the determination of stockholders entitled to receive the rights or warrants, the Conversion Price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) the Conversion Price in effect immediately prior to the date of issuance of such rights, options rights or warrants by a fraction, of which (2) the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur . (c) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, shares of Capital Stock other than Common Stock, cash or other assets (including securities, but other than (x) regular dividends or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (b) above), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of issuance of the rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. The adjustment provided for in this Section 5.7(b) shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in Section 5.7(f) below after such record date. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted. (c) In case the Company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 5.7(b)) then, in each such case, the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of the distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection (f) below) Current Market Price of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of DirectorsBoard, whose determination shalldetermination, if made in good faith, shall be conclusive evidence of such fair market valueconclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed applicable distributed, or of the rights or warrants so distributed, with respect to one share of Common Stock, and of which the denominator shall be such current market price per share the Current Market Price of the Common StockStock on the record date. Such adjustment shall become effective immediately, except as provided in subsection (h) belowSection 5.7(f), after the record date for the determination of stockholders shareholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value If any such distribution is not made or if any or all of the assets, evidences of indebtedness such rights or other securities so distributed applicable to one share of Common Stock equals warrants expire or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per shareterminate without having been exercised, the Conversion Price then in effect shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distributionappropriately readjusted. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an No adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying required unless such adjustment would require a change of at least 1% in the Conversion Price Price; provided, however, that any adjustments which by reason of this Section 5.7(d) are not required to be made shall be carried forward and taken into account in effect immediately prior any subsequent adjustment; and provided, further, that adjustments shall be required and made in accordance with the provisions of this Article V (other than this Section 5.7(d)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the date holders of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share shares of Common Stock, and of which the denominator . All calculations under this Article V shall be such current market price per share made to the nearest cent or to the nearest one hundredth of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per a share, as the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distributioncase may be. (e) In case there Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly file with the conversion agent an officers' certificate setting forth the Conversion Price after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be completed a tender or exchange offer made by the Company or any Subsidiary conclusive evidence of the Company for all or any portion correctness of the Common Stock (any adjustment if such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% good faith. Promptly after delivery of the product certificate, the Company shall prepare a notice of the then current market price per share (determined as provided in subsection (f) below) 18 25 adjustment of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such setting forth the adjusted Conversion Price in effect immediately prior and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Price to the Expiration Time by a fraction Holder of which the numerator shall be (i) the product of the then current market price per share (determined each New Subordinated Note at its last address as provided in subsection (f) below) of the Common Stock shown on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board ResolutionRegister. (f) For In any case in which this Section 5.7 provides that an adjustment shall become effective immediately after a record date for an event, the purpose Company may defer until the occurrence of the event (i) issuing to the Holder of any computation under subsections (b), (c), (d) New Subordinated Note after the record date and (e) above, before the current market price per share occurrence of the event the additional shares of Common Stock on any date shall be deemed to be issuable upon the average conversion by reason of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected adjustment required by the Company commencing not more than 20 Trading Days before, event over and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which above the Common Stock trades regular way on issuable upon such conversion before giving effect to the New York Stock Exchange adjustment and (or if not listed or admitted ii) paying to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted holder any amount in cash in lieu of any fractional share pursuant to trading) without the right to receive such issuance, distribution or OfferSection 5.5 above. (g) In addition to the foregoing adjustments set forth in subsections (a), (b), (c), (d) and (ec) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which Notwithstanding the foregoing, the provisions of this Section 1704 5.7 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect not apply to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment offering of Capital Stock of the Company in an underwritten public offering pursuant to Section 1703 a firm commitment (as opposed to best efforts) from the underwriter, (ii) any issuance of shares of Capital Stock of the Company under any bona fide compensation program for the benefit of the employees, officers, directors or issuing consultants of the Company or its Subsidiaries, which compensation plan is (A) in effect as of the date hereof, but only to the Holder extent of such Security shares currently authorized as of the date hereof or (B) following the date hereof is approved in writing by holders of New Subordinated Notes owning a majority in principal amount of the New Subordinated Notes then outstanding and (iii) issuance of Capital Stock of the Company in connection with the contingent obligations of DVI Financial Services, Inc. to the sellers of Medical Equipment Finance Corporation and Medical Device Capital Company, as previously disclosed to the Noteholders. (i) In the event that the provisions of this Section 5.7 fail as a result of an unintentional oversight to provide expressly for the adjustment of the Conversion Price or the number of shares of Common Stock issuable upon conversion under circumstances that, based upon the purposes and other Capital Stock intentions expressed in this Article V, would otherwise have been addressed, the Board of Directors of the Company (shall, in good faith cause an equitable adjustment to be made to the Conversion Price or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon conversion to correct such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedan oversight.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, shall be subject to adjustment from time to time as follows: (a) In case the Company shall ------------------------------ (1i) make or pay a dividend (dividend, or other make a distribution) , in shares of its Common Stock on any class of Capital Stock of the Companyits Common Stock, (2ii) subdivide its outstanding shares of Common Stock into a greater number of shares, shares or (3iii) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock shares, the denominator of the Company, the Conversion Price Ratio in effect immediately prior to such action thereto shall be adjusted so that the Holder of any Security Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which that he would have owned immediately following such action or have been entitled to receive after the happening of any of the events described above had such Security Note been converted immediately prior theretobefore the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (b) In case the Company shall issue rights, options rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price Current Market Price per share (of Common Stock at the record date for the determination of stockholders entitled to receive such rights or warrants, except as determined pursuant to provided in subsection (f) below) , the denominator of the Common Stock on the record date mentioned below, the Conversion Price Ratio in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1) multiplying the denominator of the Conversion Price Ratio in effect immediately prior to before the date of issuance of such rights, options rights or warrants by a fraction, fraction of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options rights or warrants, immediately prior to such issuance, warrants plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price Current Market Price (determined by multiplying such the total number of shares by the exercise price of such rights, options rights or warrants and dividing the product so obtained by such current market pricethe Current Market Price), and of which (3) which the denominator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, options rights or warrants, immediately prior to such issuance, warrants plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except immediately after such record date. Except as provided in subsection (hf) below, after in determining whether any rights or warrants entitle the record date holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the determination aggregate offering price of holders entitled to receive such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants; provided, howeverthe value of such consideration, that if any such rightsother than cash, options or warrants issued to be determined in good faith by the Company as Board of Directors whose determination shall be conclusive and described in an Officers' Certificate filed with the Trustee. Upon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the denominator of the Conversion Ratio pursuant to this subsection (b) are only exercisable ), if any such right or warrant shall expire and shall not have been exercised, the denominator of the Conversion Ratio shall immediately upon such expiration be recomputed to the denominator of the Conversion Ratio which would have been in effect had the adjustment of the denominator of the Conversion Ratio made upon the occurrence issuance of certain triggering events relating such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. If the Company shall at any time issue two or more securities as a unit and one or more of such securities shall be rights or warrants for Common Stock subject to control this Section 10.5(b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors whose determination shall be conclusive and provided for described in shareholdersan Officers' rights plans, then Certificate filed with the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur Trustee. (c) In case the Company or any of its Subsidiaries shall distribute to all holders of its Common Stock evidences of indebtedness, any shares of Capital Stock of the Company (other than Common Stock, cash ) or other evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any of its securities (including securitiessecurities but excluding those rights, but other than (x) regular warrants, dividends or and distributions paid exclusively referred to in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection subsections (a) or and (b) aboveabove and dividends and distributions in connection with the liquidation, dissolution or winding up of the Company or paid in cash), then, except as provided in subsection (af) or (b) above)below, then in each such case the denominator of the Conversion Price Ratio shall be adjusted so that the same shall equal the price determined by multiplying the denominator of the Conversion Price Ratio in effect immediately prior to before the date of such distribution by a fraction of which the numerator shall be the current market price Current Market Price per share (determined as provided in subsection (f) below) of the Common Stock on the record date mentioned below less the then fair market value Fair Market Value on such record date (as determined by the Board of Directors, whose determination shallshall be conclusive, if made and described in good faith, be conclusive evidence of such fair market valuean Officers' Certificate filed with the Trustee) of the portion of the Capital Stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and of which the denominator shall be such current market price the Current Market Price per share of the Common StockStock on such record date. Such adjustment shall become effective immediately, except as provided in subsection (h) below, immediately after the record date for the determination of stockholders entitled to receive received such distribution. Notwithstanding the foregoing, except as provided in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (cf) and, to the extent applicable, the provisions of subsection (k) shall apply to such distributionbelow. (d) In case the Company shall, by dividend or otherwise, at any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) time distribute to all holders of its Common Stock cash (excluding (x) any quarterly cash dividend on the Common Stock to the extent the aggregate cash dividend per share of Common Stock in an aggregate amount that, combined together with any fiscal quarter does not exceed the greater of (i) all other such all-the amount per share of Common Stock of the next preceding quarterly cash distributions made within dividend on the then preceding 12 months in respect Common Stock to the extent not requiring any adjustment of which no adjustment has been made the denominator of the Conversion Ratio pursuant to this subparagraph (d) (as adjusted to reflect subdivisions or combinations of the Common Stock) and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 153.75% of the Company's market capitalization (defined as being the product average of the then current market price daily Closing Prices on The Neuer Markt of the Common Stock (determined as provided in subsection (f) below) times Stock, for the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect ten consecutive Trading Days immediately prior to the date of declaration of such dividend and (y) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, unless the Company elects to reserve such cash for distribution to the Holders of the Notes upon the conversion of the Notes so that any such Holder converting Notes will receive upon such conversion, in addition to the Conversion Shares to which such Holder is entitled, the amount of cash which such Holder would have received if such Holder had, immediately prior to the record date for such distribution of cash, converted its Notes into Conversion Shares, the denominator of the Conversion Ratio shall be reduced so that the same shall be equal to the number determined by multiplying the denominator of the Conversion Ratio in effect immediately prior to such record date by a fraction of which the numerator shall be the then current market price per share Current Market Price of the Common Stock on such record date less the amount of the cash so distributed (and not excluded as provided above) applicable to one share of Common Stock, Stock and of which the denominator shall be such current market price per share Current Market Price of the Common Stock. Such adjustment shall , such reduction to become effective immediatelyimmediately prior to the opening of business on the day following such record date; provided, except as provided in subsection (h) belowhowever, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, that in the event that the portion of the cash so distributed applicable to one share of Common Stock equals is equal to or exceeds greater than the Current Market Price of the Common Stock on such current market price per share record date, in lieu of Common Stockthe foregoing adjustment, or such current market price exceeds such adequate provision shall be made so that each Holder of Notes shall thereafter have the right to receive upon conversion the amount of cash by less such Holder would have received had he converted each Note on such record date. In the event that $0.10 per sharesuch dividend or distribution is not so paid or made, the denominator of the Conversion Price Ratio shall not again be adjusted pursuant to this subsection (d), and, to be the extent applicable, denominator of the provisions of subsection (k) shall apply to Conversion Ratio which would then be in effect if such distributiondividend or distribution had not been declared. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any shall expire and such tender or exchange offer being referred to as an "Offer") that involves an aggregate shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock having a fair market value as of Fair Market Value at the expiration of such Offer last time (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been tenders or exchanges --------------- may be made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all by holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection offer (das it shall have been amended) has been made, that exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) Current Market Price of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on Trading Day next succeeding the Expiration Time, the denominator of the Conversion Price Ratio shall be reduced so that such denominator shall equal the number determined by multiplying such the denominator of the Conversion Price Ratio in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Expiration Time minus multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time and the denominator shall be the sum of (iix) the fair market value Fair Market Value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offertender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted accepted, up to any such maximum, being referred to as the "Purchased Shares") ---------------- and the denominator shall be (y) the product of the number of shares of Common Stock outstanding (iless any Purchased Shares) such current market price per share on the Expiration Time times (ii) such number and the Current Market Price of outstanding shares the Common Stock on the Trading Day next succeeding the Expiration Time less the number of Purchased SharesTime, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e)In the event that the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors denominator of the Company and described Conversion Ratio shall again be adjusted to be the denominator of the Conversion Ratio which would then be in a Board Resolutioneffect if such tender or exchange offer had not been made. (f) For No adjustment in the purpose denominator of the Conversion Ratio shall be required unless such adjustment would require an increase or decrease of at least 1.0% in the denominator of the Conversion Ratio then in effect; provided, however, that any computation under subsections adjustments which by reason of this subparagraph (b), (c), (df) are not required to be made shall be carried forward and (e) abovetaken into account in determining whether any subsequent adjustment shall be required. Except as provided in this Section 10.5, the current market price per share denominator of the Conversion Ratio will not be adjusted for the issuance of Common Stock on or any date shall be deemed to be the average of the Last Sale Prices of a share of securities convertible into or exchangeable for Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without carrying the right to receive such issuance, distribution or Offerpurchase any of the foregoing. (g) Whenever the conversion price is adjusted as herein provided, the Company shall promptly file with the Trustee and any conversion agent other than the Trustee an Officers' Certificate setting forth the denominator of the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the denominator of the Conversion Ratio setting forth the adjusted denominator of the Conversion Ratio and the date on which such adjustment becomes effective and shall mail or cause to be mailed such notice of such adjustment of the denominator of the Conversion Ratio to the Holder of each Note at his last address appearing on the Note register provided for in Section 2.3 of this Indenture. (h) In any case in which this Section 10.5 provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) issuing to the Holder of any Note converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (ii) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 10.3. (i) The Company may make such reductions in the denominator of the Conversion Ratio, in addition to the foregoing adjustments in subsections those required by subparagraphs (a), (b), (c), (d) and (e) aboveof this Section 10.5, as the Company will be permitted to make such reductions in the Conversion Price as it Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or in order that any event treated as such for Federal income tax purposes as a dividend purposes. To the extent permitted by applicable law, the Company from time to time may reduce the denominator of stock or stock rights will not be taxable the Conversion Ratio by any amount for any period of time if the period is at least 20 days, the reduction is irrevocable during such period, and the Board of Directors (or, to the holders extent permitted by applicable law, a duly authorized committee thereof) shall have made a determination that such reduction would be in the best interests of the shares Company, which determination shall be conclusive. Whenever the denominator of Common Stock. In the event the Company elects to make such a reduction in the Conversion PriceRatio is reduced pursuant to the preceding sentence, the Company shall comply with the requirements mail to holders of Rule 14e-1 record of the Exchange Act and any other Federal and state laws and regulations thereunder if and Notes a notice of the reduction at least 15 days prior to the extent that such laws and regulations are applicable in connection with date the reduction reduced denominator of the Conversion Price; Ratio takes effect, and such notice shall state the reduced denominator of the Conversion Ratio and the period it will be in effect. (j) Notwithstanding any other provision of this Section 10.5, no adjustment to the denominator of the Conversion Ratio shall reduce the denominator of the Conversion Ratio below the then par value per share of the Common Stock, and any such purported adjustment shall instead reduce the denominator of the Conversion Ratio to such par value. The Company hereby covenants not to take any action (i) to increase the par value per share of the Common Stock or (ii) that would or does result in any adjustment in the denominator of the Conversion Ratio that, if made without giving effect to the previous sentence, would cause the denominator of the Conversion Ratio to be less than the then par value per share of the Common Stock, provided, however, that any provisions of the covenant in this Indenture which conflict with such laws sentence shall be deemed to be superseded by the provisions suspended if within ten days of determining in good faith that such laws. (h) In any case action would result in which this Section 1704 shall require that an such adjustment (including by reason of but not later than the second sentence of subsection (a) or (c) above) be made immediately Business Day next following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shallgives notice of redemption of all outstanding Notes, with respect and effects the redemption referred to any Security converted after in such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only notice on the basis of redemption date referred to therein in compliance with Article III, but the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment covenant in the Conversion Price this sentence shall be required unless retroactively reinstated if such adjustment would require an increase notice is not given or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are such redemption does not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106occur. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) provisions of this Section 1704 Article X specifying the methods by which the Conversion Price or other provisions are adjusted would require an adjustment that is determined in good faith by the Board of Directors to be inconsistent with the purpose of the provisions hereof providing for Conversion Price adjustments or other adjustments (generally, to place Holders in a position equivalent to the extent this paragraph (k) applies thereto) or warrants (other than those referred to position they were in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for occurrence of the distribution event requiring adjustment to the holders of rights Conversion Price or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so convertedothe

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth Price in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, effect at any time shall be subject to adjustment from time to time as follows: (ai) In case the Company Corporation shall (1A) make or pay declare a dividend (or other distribution) on its Common stock in shares of Common Stock on any class of Capital Stock of the Companyits capital stock, (2B) subdivide its outstanding shares of Common Stock into a greater number of sharesStock, (3C) combine its outstanding shares of Common Stock into a smaller number of shares shares, or (4D) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation, but excluding a change in par value, or from par value to no par value, or from no par value to par value of Common Stock) any shares of its capital stock of the Companystock, the Conversion Price in effect immediately prior to at the time of the record date for such action dividend or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder holder of any Security thereafter share of Series A Preferred Stock surrendered for conversion after such time shall be entitled to receive the number kind and amount of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action or have been entitled to receive had such Security share of Series A Preferred Stock been converted immediately prior theretoto such time. An Such adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) made successively whenever any event listed above shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockoccur. (bii) In case the Company Corporation shall issue rights, options rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share Current Market Price (as determined pursuant to subsection (fdefined in Paragraph 6(d)(iv) below) of the Common Stock on the record date mentioned belowfixed for the determination of stockholders entitled to receive such rights or warrants, the Conversion Price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined reduced by multiplying: (1) multiplying the Conversion Price in effect immediately prior to the date by fraction of issuance of such rights, options or warrants by a fraction, of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding at the close of business on the date of issuance of fixed for such rights, options or warrants, immediately prior to such issuance, determination plus (B) the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase purchaser would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants Current Market Price and dividing the product so obtained by such current market price), and of which (3) the denominator shall be (A) the number of shares of Common Stock outstanding at the close of business on the date of issuance of fixed for such rights, options or warrants, immediately prior to such issuance, determination plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall , such reduction to become effective immediately, except as provided in subsection (h) below, immediately after the record opening of business on the date following the date fixed for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur determination. (ciii) In case the Company or any of its Subsidiaries Corporation shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Corporation is the continuing corporation) evidences of indebtedness, shares of Capital Stock other than Common Stock, cash its indebtedness or assets (excluding dividends or other assets (including securities, but other than (x) regular dividends or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (aout of earned surplus) or subscription rights or warrants (bexcluding those referred to in Paragraph 6(d)(ii) above), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the current market price Current Market Price per share (determined as provided in subsection (f) below) of the Common Stock on the record date mentioned below fixed for such determination less the then fair market value (as determined by the Board of DirectorsDirectors of the Corporation, whose determination shall, if made in good faith, shall be conclusive evidence and described in a Board Resolution of such fair market valuethe Corporation filed with the Transfer Agent) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock, Stock and of which the denominator shall be such current market price Current Market Price per share of the Common Stock. Such , such adjustment shall to become effective immediately, except as provided in subsection (h) below, after immediately prior to the record opening of business of the day following the date fixed for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (fiv) For the purpose of any computation under subsections (b), (c), (dParagraphs 6(d)(ii) and (e6(d)(iii) above, the current market price per share of Common Stock "Current Market Price" on any date shall be deemed to be the average of the Last Sale Prices of a daily closing prices per share of Common Stock for the five twenty (20) consecutive Trading Days business days selected by the Company Corporation commencing not more than 20 Trading Days beforethirty-five (35) business days before such date. The closing price for each day shall be the last sale price regular way or, and ending not later thanin case no such sale takes place on such day, the earlier average of the date closing bid and asked prices regular way, in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way either case on the New York Stock Exchange (or Exchange, or, if Common Stock is not listed or admitted to trading thereonon such Exchange, then on the principal national securities exchange on which the Common Stock is listed or admitted to tradingtrading or, if it is not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices as furnished by any member of the National Association of Securities Dealers, Inc., selected from time to time by the Corporation for that purpose. (v) without All calculations under this Paragraph 6 shall be made to the nearest cent or the nearest one-hundredth (1/100) of a share, as the case may be. (vi) In case of any consolidation or merger of the Corporation with or into any other corporation (other than a consolidation or merger in which the Corporation is the continuing corporation), or in case of any sale or transfer of all or substantially all of the assets of the Corporation, the holder of each share of Series A Preferred Stock shall after such consolidation, merger, sale or transfer have the right to convert such share of Series A Preferred Stock into the kind and amount of shares of stock and other securities and property which such holder would have been entitled to receive upon such issuanceconsolidation, distribution merger, sale, or Offertransfer if he had held the Common Stock issuable upon the conversion of such share of Series A Preferred Stock immediately prior to such consolidation, merger, sale or transfer. (gvii) In addition the event that at any time, as a result of an adjustment made pursuant to the foregoing adjustments in subsections (a), (b), (c), (d) and (eParagraph 6(d)(i) above, the Company will be permitted holder of any share of Series A Preferred Stock surrendered for conversation shall become entitled to make such reductions in the Conversion Price as it considers to be advisable in order that receive any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the securities other than shares of Common Stock. In , thereafter the event the Company elects amount of such other securities so receivable upon conversion of any share of Series A Preferred Stock shall be subject to make such adjustment from time to time in a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act manner and any other Federal and state laws and regulations thereunder if and on terms as nearly equivalent as practicable to the extent that such laws provisions with respect to Common Stock contained in Paragraphs 6(d)(i)-6(d)(vi), inclusive, above, and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict Paragraph 6 with respect to Common Stock shall apply on like terms to any such laws shall be deemed to be superseded by the provisions of such lawsother securities. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (iviii) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease a change of at least one percent (1% of the Conversion Price%) in such price; provided, however, that any adjustments which by reason of this subsection (iParagraph 6(d)(viii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so converted

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, Price shall be subject to adjustment from time to time as of the Closing Date as follows: (a) In case the Company shall shall, after the date hereof, (1i) make or pay a stock dividend (or other distribution) make a distribution in shares of its capital stock (whether shares of its Common Stock on or of capital stock of any class of Capital Stock of the Companyother class), (2ii) subdivide its outstanding shares of Common Stock into a greater number of sharesStock, (3iii) combine its outstanding shares of Common Stock into a smaller number of shares shares, or (4iv) issue by reclassification of its shares of Common Stock any shares of capital stock of the Company, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder holder of any Security a Convertible Note thereafter surrendered for conversion shall be entitled to receive the an equivalent number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Security Convertible Note been converted immediately prior thereto. An Any adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (h) below, immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock. (b) In case the Company Company, after the date of this Agreement, shall issue rights, warrants or options or warrants to all holders of Common Stock entitling them the recipients thereof to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share less than the current market price per share (as determined pursuant to subsection (f) below) of the Common Stock on the record date mentioned belowConversion Price then in effect, the Conversion Price in effect immediately prior thereto shall be adjusted to a price, computed to the nearest cent, so that the same it shall equal the price determined by multiplying: (1) multiplying the Conversion Price in effect immediately prior to the date of issuance of such rights, warrants or options or warrants by a fraction, fraction of which (2) which the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, warrants or options or warrants, (immediately prior to such issuance), plus (B) the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered to subscription or purchase) would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price)Conversion Price then in effect, and of which (3) which the denominator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, warrants or options or warrants, (immediately prior to such issuance, ) plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchasepurchase (or into which the convertible securities so offered for subscription or purchase are convertible). Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if be made successively whenever any such rights, warrants or options are issued. In determining whether any rights, warrants or warrants issued options entitle the holders thereof to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at less than the Conversion Price then in effect and in determining the aggregate offering price of such shares of Common Stock (or conversion price of such convertible securities), there shall be taken into account any consideration received by the Company as described for such rights, warrants or options (and for such convertible securities), the value of such consideration, if other than cash, to be determined in this subsection good faith by the Board of Directors of the Company (b) which determination shall be conclusive). If at the end of the period during which such warrants, rights or options are only exercisable upon not all such warrants, rights or options shall have been exercised, the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the adjusted Conversion Price shall not be adjusted as provided in this subsection immediately readjusted to what it would have been based on the number of additional shares of Common Stock actually issued (b) until such triggering events shall occur or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company or any Company, after the date of its Subsidiaries this Agreement, shall distribute to all holders of its outstanding Common Stock evidences of indebtedness, any shares of Capital Stock capital stock (other than Common Stock), cash evidences of its Indebtedness or other assets (including securitiessecurities and cash, but other than (x) regular excluding any cash dividend paid out of current or retained earnings of the Company and dividends or distributions paid exclusively payable in cash or (y) any dividend or distribution stock for which an adjustment is required made pursuant to be made in accordance with subsection (a) of this Section 11.4) or rights, warrants or options to subscribe for or purchase securities of the Company (excluding those referred to in subsection (b) above), subsection (a) or (b) aboveof this Section 11.4), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the record date of such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided Conversion Price then in subsection (f) below) of the Common Stock on the record date mentioned below effect less the then fair market value on such record date (as determined in good faith by the Board of DirectorsDirectors of the Company, whose which determination shall, if made in good faith, shall be conclusive evidence of such fair market valueconclusive) of the portion of the capital stock or the evidences of Indebtedness or the assets so distributed to the holder of one share of Common Stock or of such subscription rights, warrants or options applicable to one share of Common Stock, Stock and of which the denominator shall be such current market price per share of the Common StockConversion Price then in effect. Such adjustment shall become effective immediately, except as provided in subsection (h) below, immediately after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding If at the foregoing, in the event that the fair market value end of the assetsperiod during which warrants, rights or options described in this subsection (c) are exercisable not all such warrants, rights or options shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based on the number of warrants, rights or options actually exercised. (d) Notwithstanding anything in subsection (b) or (c) of this Section 11.4 to the contrary, with respect to any rights, warrants or options covered by subsection (b) or (c) of this Section 11.4, if such rights, warrants or options are only exercisable upon the occurrence of certain triggering events, then for purposes of this Section 11.4 such rights, warrants or options shall not be deemed issued or distributed, and any adjustment to the Conversion Price required by subsection (b) or (c) of this Section 11.4 shall not be made until such triggering events occur and such rights, warrants or options become exercisable. (e) In case the Company, after the date of this Agreement, shall issue shares of its Common Stock (excluding those rights, warrants, options, shares of capital stock or evidences of indebtedness its Indebtedness or other securities so distributed applicable assets referred to one share of Common Stock equals in subsection (b) or exceeds such current market (c) to this Section 11.4) at a net price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per sharethe Conversion Price in effect on the date the Company fixes the offering price of such additional shares, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted reduced immediately thereafter so that the same it shall equal the price determined by multiplying the such Conversion Price in effect immediately prior to the date of such distribution thereto by a fraction of which the numerator shall be the then current market price per share number of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share shares of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, outstanding immediately prior to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration issuance of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times additional shares plus the number of shares of Common Stock outstanding (including any tendered shares) on which the Expiration Time, aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Conversion Price then in effect and the denominator shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock that would be outstanding (including any tendered immediately after the issuance of such additional shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator . Such adjustment shall be the product of (i) made successively whenever such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Timean issuance is made. For purposes of this This subsection (e)) shall not apply to Common Stock issued to any employee, the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors officer or director of the Company under a bona fide employee or director benefit plan adopted by the Company or any Subsidiary thereof and described in a Board Resolutionapproved by the stockholders of the Company or such Subsidiary, as appropriate. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 11.4 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date or an effective date, the Company may elect to defer the effectiveness of such adjustment (but in no event only until a date later than five Business Days following the effective time mailing by the Company to the holders of Convertible Notes of the event giving rise certificate required by subsection (h) of this Section 11.4) issuing to such adjustment), in which case the Company shall, with respect to holder of any Security Convertible Note converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to effective date the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of over and above the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only upon such conversion on the basis of the Conversion Price prior to adjustment adjustment, and (ii), not later than five Business Days after such adjustment shall have become effective, pay paying to such Holder the appropriate holder any amount of cash payment pursuant to Section 1703 and issue to such Holder the additional shares in lieu of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversiona fractional share. (ig) No adjustment in the Conversion Price shall be required to be made unless such adjustment would require an increase or decrease of at least one percent (1% of the Conversion Price%) in such price; provided, however, that any adjustments which by reason of this subsection (ig) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen Section 11.4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may becent. (jh) Whenever the Conversion Price is adjusted as herein providedprovided in Section 11.4(a) herein, the Company shall will promptly (i) file with mail to the Trustee and each Conversion Agent an Officerholders of the Convertible Notes, a certificate of the Company's Certificate Treasurer or Chief Financial Officer setting forth the Conversion Price after such adjustment as so adjusted and setting forth a brief statement of the facts requiring accounting for such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (ki) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder Irrespective of any Security surrendered for conversion will be entitled to receive upon such conversion, adjustment or change in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to Price and the number of Conversion Shares is entitled at actually purchasable under the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution DateConvertible Notes, the same number of rights or warrants Convertible Notes theretofore and thereafter issued may continue to which a holder of express the Conversion Price per Share and the number of shares Shares purchasable thereunder as the Conversion Price per Share and the number of Common Stock into which Shares purchasable as expressed upon the principal amount of such Security so convertedConvertible Notes when initially issued.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, Price shall be subject to adjustment from time to time as follows: (a) In case the Company shall (1) make or pay a dividend (or other distribution) make a distribution in shares of Common Stock on any class of Capital Stock of the Company, (2) subdivide its outstanding shares of Common Stock into a greater number of shares, (3) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Conversion Price in effect immediately prior to such action shall be adjusted so that following the Holder record date fixed for the determination of any Security thereafter surrendered for conversion shall be stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such date and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other capital stock of the Company which he would have owned immediately following such action had such Security been converted immediately prior theretodistribution. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (hi) and (j) below, after such record date. (b) In case the record date Company shall (1) subdivide its outstanding shares of Common Stock into a greater number of shares or (2) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately following the case effectiveness of such action shall be adjusted by multiplying such Conversion Price by a dividend fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or distribution combination and the denominator shall become effective be the number of shares outstanding immediately after the effective date in the case of a subdivision, combination giving effect to such subdivision or reclassificationcombination. If as a result of an An adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion b) shall become entitled to receive shares effective immediately, except as provided in subsection (i) and (j) below, after the effective date of two a subdivision or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stockcombination. (bc) In case the Company shall issue rights, options or warrants to all or substantially all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the then current market price per share of the Common Stock (as determined pursuant to subsection (fg) below) of the Common Stock on the record date mentioned belowfixed for determination of the stockholders entitled to receive such rights, option or warrants, the Conversion Price in effect immediately following such record date shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (1i) the such Conversion Price in effect immediately prior to the date of issuance of such rights, options or warrants by a fraction, of which (2ii) the numerator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market price), and of which (3iii) the denominator shall be (A) the number of shares of Common Stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided in subsection (hi) and (j) below, after the record date for the determination of holders entitled to receive such rights or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plans, then the Conversion Price shall not be adjusted as provided in this subsection (b) until such triggering events shall occur . (c) In case the Company or any of its Subsidiaries shall distribute to all holders of Common Stock evidences of indebtedness, shares of Capital Stock other than Common Stock, cash or other assets (including securities, but other than (x) regular dividends or distributions paid exclusively in cash or (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (b) above), subsection (a) or (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection (f) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence of such fair market value) of the portion of the assets so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (d) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with (c) above, or cash distributed upon a merger or consolidation to which Section 1705 applies) to all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (f) below) times the number of shares of Common Stock then outstanding) on the record date of such distribution, then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date less the amount of the cash so distributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (h) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (e) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock (any such tender or exchange offer being referred to as an "Offer") that involves an aggregate consideration having a fair market value as of the expiration of such Offer (the "Expiration Time") that, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as of the expiration of such other Offer, expiring within the 12 months preceding the expiration of such Offer and in respect for which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (d) of this Section 1704 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (d) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (e), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (f) For the purpose of any computation under subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex date," with respect to the issuance, distribution or Offer requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance, distribution or Offer. (g) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. (h) In any case in which this Section 1704 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security converted after such record date and before such adjustment shall have become effective, (i) defer paying any cash payment pursuant to Section 1703 or issuing to the Holder of such Security the number of shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment and (ii), not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 1703 and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (i) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent an Officer's Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give or cause to be given a notice of such adjustment to each Holder of Securities in the manner provided in Section 106. (k) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of such Security so converted

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price") for a series of Securities shall be as set forth in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, and, except as otherwise provided therein, Price shall be subject to adjustment from time to time as follows: (a) In case the Company shall (1) make or pay a dividend (or other distribution) payable in shares of Common Stock common stock on any class of Capital Stock of the Company, (2) subdivide its outstanding shares of Common Stock into a greater number of shares, (3) combine its outstanding shares of Common Stock into a smaller number of shares or (4) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Conversion Price in effect immediately prior to such action shall be adjusted so that following the Holder record date fixed for the determination of any Security thereafter surrendered for conversion shall be stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock common stock outstanding at the close of business on such date and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other capital stock of the Company which he would have owned immediately following such action had such Security been converted immediately prior theretodistribution. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (hi) and (j) below, after the such record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock) of the Company, the Board of Directors (whose determination shall, if made in good faith, be conclusive and shall be described in a statement filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock.date; (b) In case the Company shall issue to all or substantially all holders of common stock rights, options or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock common stock at a price per share less than the current market price then Current Market Price per share of the common stock (as determined pursuant to defined in subsection (fg) below) as of the Common Stock on the record date mentioned belowfor holders entitled to receive such rights, options or warrants, the Conversion Price in effect immediately following such record date shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplyingmultiplying such Conversion Price by a fraction of which: (1) the Conversion Price in effect immediately prior to the date of issuance of such rights, options or warrants by a fraction, of which (2i) the numerator shall be (A) the number of shares of Common Stock common stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price the Current Market Price (determined by multiplying such total number of shares by the exercise price of such rights, options or warrants and dividing the product so obtained by such current market priceCurrent Market Price), and of whichand (3ii) the denominator shall be (A) the number of shares of Common Stock common stock outstanding on the such record date of issuance of such rights, options or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Common Stock common stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided in subsection (hi) and (j) below, after the record date for the determination of holders entitled to receive such rights rights, options or warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (b) are only exercisable upon the occurrence of certain triggering events relating to control and provided for in shareholders' rights plansevents, then the Conversion Price shall will not be adjusted as provided in this subsection (b) until such triggering events occur. Upon the expiration or termination of any rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Price then in effect shall occur .be adjusted immediately to the Conversion Price which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued; (c) In case the Company shall (i) subdivide its outstanding shares of common stock into a greater number of shares or (ii) combine or reclassify its outstanding shares of common stock into a smaller number of shares, the Conversion Price in effect immediately following the effectiveness of such action shall be adjusted by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of common stock outstanding immediately prior to such subdivision or combination and the denominator shall be the number of shares outstanding immediately after giving effect to such subdivision or combination. An adjustment made pursuant to this subsection (c) shall become effective immediately, except as provided in subsection (i) and (j) below, after the effective date of a subdivision or combination; (d) In case the Company or any Subsidiary or Minority Owned Affiliate of its Subsidiaries the Company shall distribute to all or substantially all holders of Common Stock common stock, any of its assets, evidences of indebtedness, shares of Capital Stock other than Common Stock, cash or other assets securities (including securities, but other than (x) regular dividends or distributions paid exclusively in cash or cash, (y) any dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (b) above)above and in mergers and consolidations to which Section 11.07 applies, or (z) any distribution of rights or warrants subject to subsection (a1) or (bbelow) above), then in each such case the Conversion Price in effect immediately following the record date fixed for the determination of the stockholders entitled to such distribution shall be adjusted so that the same shall equal the price determined by multiplying the such Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price then Current Market Price per share (determined as provided in subsection (f) below) of the Common Stock common stock on the such record date mentioned below less the then fair market value (as reasonably determined in good faith by the Board of Directors, whose determination shall, if made in good faith, be conclusive evidence Directors of such fair market valuethe Company) of the portion of the assets so distributed applicable to one share of Common Stockcommon stock, and of which the denominator shall be such current market price Current Market Price per share of the Common Stockcommon stock. Such adjustment shall become effective immediately, except as provided in subsection (hi) and (j) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the fair market value of the assets, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such fair market value by less than $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (c) and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution.; (de) In case the Company or any Subsidiary of the Company shall make any distribution distributions consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required referred to be made in accordance with (cd) above, or cash distributed upon a merger or consolidation to which Section 1705 11.07 applies) to all holders of Common Stock common stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its Subsidiaries for common stock, to the extent that the cash and value of any other consideration included in such payment per share of common stock exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the date of payment concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 1510% of the Company's market capitalization (defined as being the product of the then current market price Current Market Price of the Common Stock (determined as provided in subsection (f) below) times common stock and the number of shares of Common Stock common stock then outstanding) on the record date of for such distribution, then in each such case the Conversion Price immediately following such record date shall be adjusted so that the same shall equal the price determined by multiplying the such Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the then current market price Current Market Price per share of the Common Stock common stock on such record date less the amount of the cash and/or fair market value (as reasonably determined in good faith by the Board of Directors of the Company) of other consideration so distributed applicable to one share of Common Stockcommon stock, and of which the denominator shall be such current market price Current Market Price per share of the Common Stockcommon stock. Such adjustment shall become effective immediately, except as provided in subsection (hi) and (j) below, after the record date for the determination of stockholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the cash so distributed applicable to one share of Common Stock equals or exceeds such current market price per share of Common Stock, or such current market price exceeds such amount of cash by less that $0.10 per share, the Conversion Price shall not be adjusted pursuant to this subsection (d), ; and, to the extent applicable, the provisions of subsection (k) shall apply to such distribution. (ef) In case there shall be completed a tender or exchange offer made by the Company or any Subsidiary of the Company shall complete a tender or exchange offer for all or any portion of the Common Stock common stock (any such tender or exchange offer being referred to as an "Offer") ), to the extent that involves an aggregate the cash and value of any other consideration having a fair market value included in such payment per share of common stock exceeds the Current Market Price as of the expiration of such the Offer (the "Expiration Time") that), the aggregate amount of which, together with (i) any cash and the fair market value of any other consideration payable in respect of any other Offer, as excess of the expiration then Current Market Price paid in a tender offer by the Company or any of such other Offer, its Subsidiaries for common stock expiring within the 12 months preceding the expiration of such Offer and in respect for of which no Conversion Price adjustment pursuant to this subsection (e) has been made and (ii) the aggregate amount of any such all-cash distributions referred to in subsection (da) of this Section 1704 above to all holders of Common Stock common stock within the 12 months preceding the expiration of such Offer for tender offer in respect of which no Conversion Price adjustment pursuant to such subsection (d) has adjustments have been made, exceeds 1510% of the Company's market capitalization on the expiration of such Offer, the Conversion Price in effect immediately following such Expiration Time shall be reduced by multiplying such Conversion Price by a Fraction of which the numerator shall be (A) the product of the then current market price Current Market Price per share (determined as provided in subsection (f) below) of the Common Stock common stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price shall be reduced by multiplying such Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (f) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock common stock outstanding (including any tendered shares) on the Expiration Time minus (iiB) the fair market value of the aggregate consideration so in excess of such 10% and payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i1) such current market price per share on the Expiration Time times (ii2) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (ef), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolutionboard resolution. (fg) For the purpose of any computation under subsections (b), (cd), (de) and (ef) above, the current market price per share of Common Stock common stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock common stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "ex `ex' date," with respect to the issuance, distribution or Offer requiring such computationcomputation (the "Current Market Price"). If on such Trading Day the common stock is not quoted by any organization referred to in the definition of the Last Sale Price in Section 11.03 hereof, the fair value of the common stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be the Current Market Price. For purposes of this paragraphthe definition of Current Market Price, the term "ex `ex' date," ", when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock common stock trades in a regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which or automated quotation system if the Common Stock common stock is listed or admitted to tradingtrading thereon) without the right to receive such issuance, distribution or Offer. (gh) In addition to the foregoing adjustments in subsections (a), (b), (c), (d), (e) and (ef) above, the Company, from time to time and to the extent permitted by law, may reduce the Conversion Price by any amount for at least 20 Business Days, if the Board of Directors has made a determination, which determination shall be conclusive, that such reduction would be in the best interests of the Company. The Company will shall cause notice of such reduction to be permitted mailed to each Holder of Debentures, in the manner specified in Section 11.08, at least 15 days prior to the date on which such reduction commences. The Company may, at its option, also make such reductions in the Conversion Price in addition to those set forth above, as it considers the Board of Directors deems advisable to be advisable in order that avoid or diminish any income tax to holders of shares of common stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for Federal United States federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the shares of Common Stock. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 of the Exchange Act and any other Federal and state laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price; provided, however, that any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such lawspurposes. (hi) In any case in which this Section 1704 11.05 shall require that an adjustment (including by reason of the second sentence of subsection (a) or (c) above) be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Security Debenture converted after such record date and on and before such adjustment shall have become effective, effective (i) defer paying any cash Cash payment pursuant to Section 1703 11.03 hereof or issuing to the Holder of such Security Debenture the number of shares of Common Stock common stock and other Capital Stock capital stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock common stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment adjustment, and (ii), ) not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash Cash payment pursuant to Section 1703 11.03 hereof and issue to such Holder the additional shares of Common Stock common stock and other Capital Stock of the Company (or other assets or securities) issuable on such conversion. (ij) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 11.0% of the Conversion Price; provided, however, that any adjustments which by reason of this subsection (ij) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen 11 shall be made to the nearest cent or to the nearest one-one hundredth of a share, as the case may be. (jk) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and each Conversion Agent conversion agent an Officer's Officers' Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) give mail or cause to be given mailed a notice of such adjustment to each Holder holder of Securities in Debentures at his address as the manner provided in Section 106same appears on the registry books of the Company. (kl) In the event that the Company distributes rights (including rights to distributions referred to by paragraphs (c) and (d) of this Section 1704 to the extent this paragraph (k) applies thereto) or warrants (other than those referred to in subsection (b) above) pro rata to holders of Common Stockcommon stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Company shall make proper provision so that the Holder of any Security Debenture surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock common stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock common stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock common stock into which the principal amount of such Security Debenture so convertedconverted was convertible immediately prior to such Distribution Date would have been entitled on such Distribution Date in accordance with the terms and provisions of and applicable to the rights or warrants.