Common use of Conversion Privilege Clause in Contracts

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article IV, at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV.

Conversion Privilege. (a) Subject to and upon compliance with the provisions A holder of this Article IV, at the option of the Holder, any a Security or any portion of may convert the principal amount thereof which (or any portion thereof that is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, 1,000) into duly authorized, fully paid and nonassessable shares of Common Stock, Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security at the Conversion PricePrice then in effect, determined as hereinafter providedexcept that, in effect at the time of conversion; provided, however, that if such with respect to any Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XIIredemption, such conversion right shall terminate at the close of business (New York time) on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier redemption date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when it becomes due, in which case the conversion right price shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may becured). If A Security in respect of which a holder has delivered an “Option of Securityholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such Security is submitted or presented for holder to require the Company to purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this be converted only if the notice of exercise is withdrawn as provided in accordance with Section 4.13.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security shall be is determined by dividing the principal amount of the Security or portion thereof surrendered for conversion converted by the Conversion Price conversion price in effect on the Conversion DateDate (the “Conversion Price”). The initial Conversion Price is set forth stated in paragraph 8 10 of the Securities and is subject to adjustment as provided in this Article IV. V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Securityit. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder holder of Securities has converted its such Securities to into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock pursuant to under this Article IV.V.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option 4 and paragraph 8 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the provisions A holder of this Article IV, at the option of the Holder, any a Security or any portion of may convert the principal amount thereof which (or any portion thereof that is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, 1,000) into duly authorized, fully paid and nonassessable shares of Common Stock, Stock of the Company at any time prior to the close of business (New York City time) on the date of the Security's maturity at the Conversion PricePrice then in effect, determined as hereinafter providedexcept that, in effect at the time of conversion; provided, however, that if such with respect to any Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XIIredemption, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier redemption date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when it becomes due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may becured). If A Security in respect of which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing in Exhibit A attached hereto exercising the option of such Security is submitted or presented for holder to require the Company to purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this be converted only if the notice of exercise is withdrawn as provided in Section 4.13.8. The number of shares of Common Stock issuable upon conversion of a Security shall be is determined by dividing the principal amount of the Security or portion thereof surrendered for conversion converted by the Conversion Price conversion price in effect on the Conversion DateDate (the "Conversion Price"). The initial Conversion Price is set forth stated in paragraph 8 10 of the Securities and is subject to adjustment as provided in this Article IV. V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Securityit. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder holder of Securities is not entitled to any rights of a holder of Common Stock (other than as provided in Section 4.8 hereof) until such Holder holder of Securities has converted its such Securities to into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock pursuant to under this Article IV.V.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV4, at a Holder of a Note may convert the option principal amount of the Holder, any Security such Note (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the last Business Day prior to the Final Maturity Date, at the Applicable Conversion Price, determined as hereinafter provided, Rate in effect at on the time of conversionConversion Date; provided, however, that that, if such Security Note is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Fundamental Change Repurchase Date or Change in Control Repurchase Date, as the case may be, for such Security Note or such earlier date as the Holder presents such Security for redemption or Note for purchase (unless the Company shall default in making the Redemption Price or Fundamental Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security Note is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Initial Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and Rate is subject to adjustment as provided in this Article IV4. Provisions of this Indenture Agreement that apply to conversion of all of a Security Note also apply to conversion of a portion of a Security. Note. A Security Note in respect of which a Holder has delivered a Change in Control Repurchase Notice notice pursuant to Section 12.1(c3.2(d) exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if such Change in Control Repurchase Notice notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent the Company prior to the close of business on the Business Day immediately preceding the Fundamental Change in Control Repurchase Date in accordance with Section 12.23.2(d). A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes to Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article IV, at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the A Holder of such a Security may convert such Security pursuant to this Section 4.1for Common Stock at any time during the period stated in paragraph 9 of the Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount thereof (the "CONVERSION RATE") shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is that set forth in paragraph 8 of 9 in the Securities and is Securities, subject to adjustment as provided herein set forth. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of Cash set forth in the next succeeding sentence, in lieu of delivering such shares of Common Stock; PROVIDED, HOWEVER, that if such payment of Cash is not permitted pursuant to the provisions of this Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and Cash in lieu of fractional shares of Common Stock) in accordance with this Article IV11, whether or not the Company has delivered a notice pursuant to Section 11.02 hereof to the effect that the Securities would be paid in Cash. The amount of Cash to be paid pursuant to Section 11.02 hereof for each $1,000 of Principal Amount of a Security upon conversion shall be equal to the Sale Price of the Common Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay Cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of this Article 11 (other than Cash in lieu of fractional shares pursuant to Section 11.03 hereof) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether such Security shall be converted into shares of Common Stock or Cash pursuant to Section 11.02 hereof) and is continuing an Event of Default (other than a default in a Cash payment upon conversion of such Securities), PROVIDED, HOWEVER, that this sentence shall not apply in the event that an Event of Default occurs after such Cash is paid. A Holder may convert a portion of the Principal Amount of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, a Holder of a Security may, at the option Holder's option, convert the principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion PricePrice then in effect; PROVIDED, determined as hereinafter providedHOWEVER, in effect at the time of conversion; providedthat, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default Default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option IV and paragraph 6 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversion; provided, however, that if such effect. (b) If a Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to a Change of Control Purchase Notice in accordance with Article XIIIII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, Purchase Date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase Holder withdraws its election pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and Section 4.01(e)). (c) If the Holder of such Security may convert such Security pursuant to this Section 4.1. The Company elects Share Settlement the number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the aggregate principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 6 of the Securities and is subject to adjustment as provided in this Article IV. . (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . (e) A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.02(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only (1) if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.2. 3.03 or (2) pursuant to the deemed withdrawal of such notice under Section 3.02(c). (f) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV.

Conversion Privilege. (a) Subject to and upon compliance with the provisions A holder of this Article IV, at the option of the Holder, any a Security or any portion of may convert the principal amount thereof which (or any portion thereof that is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, 1,000) into duly authorized, fully paid and nonassessable shares of Common Stock, Stock of the Company at any time prior to the close of business (New York time) on the maturity date of the Security at the Conversion PricePrice then in effect, determined as hereinafter providedexcept that, in effect at the time of conversion; provided, however, that if such with respect to any Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XIIredemption, such conversion right shall terminate at the close of business (New York time) on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier redemption date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when it becomes due, in which case the conversion right price shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may becured). If A Security in respect of which a holder has delivered an “Option of Noteholder to Elect Purchase” form set forth on Exhibit A hereto exercising the option of such Security is submitted or presented for holder to require the Company to purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this be converted only if the notice of exercise is withdrawn as provided in accordance with Section 4.13.08 hereof. The number of shares of Common Stock issuable upon conversion of a Security shall be is determined by dividing the principal amount of the Security or portion thereof surrendered for conversion converted by the Conversion Price conversion price in effect on the Conversion DateDate (the “Conversion Price”). The initial Conversion Price is set forth stated in paragraph 8 10 of the Securities and is subject to adjustment as provided in this Article IV. V. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Securityit. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder holder of Securities has converted its such Securities to into Common Stock, and only to the extent that such Securities are deemed to have been converted into Common Stock pursuant to under this Article IV5.

Conversion Privilege. 2020 Debentures shall be convertible in accordance with their terms and in accordance with this Article. A Holder of a 2020 Debenture may convert the Principal Amount of such 2020 Debenture (a) Subject to and upon compliance with the provisions of this Article IV, at the option of the Holder, any Security or any portion thereof equal to a Principal Amount of the principal amount thereof which is an $1,000 or any integral multiple of a Principal Amount of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the date specified in the 2020 Debentures, at the Conversion Price, determined as hereinafter provided, Rate then in effect at the time of conversion; provided, however, that if such Security effect. In case a 2020 Debenture or portion thereof is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XIIIII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security 2020 Debenture or such earlier date as the Holder presents such Security 2020 Debenture for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security 2020 Debenture is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security 2020 Debenture per $1,000 of Principal Amount thereof (the "Conversion Rate") shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is that set forth under "Conversion" in paragraph 8 of the Securities and is 2020 Debentures, subject to adjustment as provided in this Article IVherein set forth. Provisions of this Indenture that apply to conversion of all of a Security 2020 Debenture also apply to conversion of a portion of a Security2020 Debenture. A Security 2020 Debenture in respect of which a Holder has delivered a Repurchase Notice or Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security 2020 Debenture, may be converted only if such Change in Control Repurchase Notice notice of exercise is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2the terms of this Indenture. A Holder of Securities 2020 Debentures is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities 2020 Debentures to Common Stock, and only to the extent such Securities 2020 Debentures are deemed to have been converted into Common Stock pursuant to this Article IVXI.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option 4 and paragraph 9 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion PricePrice then in effect; PROVIDED, determined as hereinafter providedHOWEVER, in effect at the time of conversion; providedthat, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 9 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c) 3.8 exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with The Holder shall have the provisions of this Article IVright at its option, at any time during usual business hours on or before the option close of the Holderbusiness on or prior to February 7, any Security or any portion of the principal amount thereof 2005 (except that, with respect to this Debenture which is an integral multiple of $1,000 may shall be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XIIredemption, such conversion right shall terminate at the close of business on the second fifth Business Day immediately next preceding the Redemption Date or Change in Control Repurchase Dateof this Debenture, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making payment due upon redemption thereof) to convert, subject to and in compliance with the Redemption Price terms and provisions of this ARTICLE IX, the principal of this Debenture or Change in Control Repurchase Price payment when due, in which case any portion of the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of principal amount thereof into shares of Common Stock issuable upon of the Company at a conversion of a Security shall be determined by dividing the price equal to $3.00 aggregate principal amount of this Debenture for each share of Common Stock or, in case an adjustment of such price has taken place pursuant to the Security or portion thereof surrendered for provisions of this ARTICLE IX, then at the price as last adjusted (referred to herein as the "conversion price"), upon surrender of this Debenture to the Company at its office in Overland Park, Kansas with the form of conversion notice included herewith as EXHIBIT B executed by the Conversion Price Holder (hereinafter referred to as the "conversion notice") evidencing the Holder's intention to convert this Debenture or a specified portion (as above provided) hereof, specifying the name in effect on which the Conversion Date. The Conversion Price is set forth in paragraph 8 shares of Common Stock deliverable upon such conversion shall be registered, with the address of the Securities Person (and is subject to adjustment as provided in this Article IV. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(ctaxpayer identification numbers, if applicable) exercising the option of such Holder to require so named, and, if so required by the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn accompanied by a written notice instrument or instruments of withdrawal delivered to a Paying Agent prior transfer in form satisfactory to the close Company duly executed by the Holder or his attorney duly authorized in writing. For convenience, the conversion of business on the Business Day immediately preceding principal of this Debenture into Common Stock is herein sometimes referred to as the Change in Control Repurchase Date in accordance with Section 12.2"conversion" of this Debenture. A Notwithstanding anything to the contrary, the Holder of Securities is shall not be entitled to any rights make a partial conversion of a holder this Debenture unless such partial conversion results in the issuance of no less than 10,000 shares of Common Stock until such Holder has converted its Securities to Common Stock, and only to of the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IVCompany by the Holder.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV5, a Holder of a Security may, at the option Holder’s option, convert the principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into ADSs at any time prior to the principal amount thereofclose of business on the Business Day immediately preceding June 1, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock2008, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII4 of this Indenture, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Change of Control Purchase Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in of Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock ADSs issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 as of the Securities date hereof is $9.267 and is subject to adjustment as provided in this Article IV5. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in of Control Repurchase Purchase Notice pursuant to Section 12.1(c4.07(c) of the Indenture exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in of Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in of Control Repurchase Purchase Date in accordance with Section 12.24.08 of this Indenture. A Holder of Securities is not entitled to any rights of a holder of Common Stock ADSs until such Holder has converted its Securities to Common Stockinto ADSs, and only to the extent such Securities are deemed to have been converted into Common Stock ADSs pursuant to this Article IVArticle. The ADSs, when issued, shall be subject to the terms of the Deposit Agreement.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that ----------------- that, if such Security is called for redemption or submitted for presented for purchase pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date redemption date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject A Holder of a Security may convert such Security into Common Stock at any time prior to and upon compliance with the provisions of this Article IV, at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockmaturity, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, -------- however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, ------- such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Conversion Termination Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such -------- ------- Security for redemption prior to the close of business on the Conversion Termination Date, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may be). If the conversion right shall terminate at the close of business on the date such default is cured and such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV10. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect In the case of which redemption at the option of the Holder as a Holder has delivered result of a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of Control, such Holder to require conversion right will terminate upon receipt by the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by of a written notice of withdrawal delivered to a Paying Agent prior to the exercise of such option (unless the Company shall default in making the repurchase payment when due, in which case the conversion right shall terminate at the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2date such default is cured and such Security is repurchased). A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his or her Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV10.

Conversion Privilege. At any time on or before April 15, 2006, a Holder of a Security may convert such Security into Common Stock (a) Subject to and upon compliance with the provisions of this Article IV, at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common StockStock issuable upon such conversion, the "Conversion Shares"), at the Conversion PricePrice then in effect, determined as hereinafter providedtogether with those rights, warrants or options specified in effect at the time first sentence of conversionSection 4.6(f) hereof, to the extent applicable; providedprovided that, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding before the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when then due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Dateconversion date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c3.10(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.23.11. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date redemption date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII 3 and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.14. 1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with At any time after 90 days following the provisions latest date of this Article IV, at the option original issuance of the HolderSecurities and prior to the close of business on the Business Day immediately preceding November 1, any 2007, a Holder of a Security or any portion of may convert such Security into Common Stock (the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common StockStock issuable upon such conversion, the "Conversion Shares"), at the Conversion PricePrice then in effect, determined as hereinafter providedtogether with those rights, warrants or options specified in effect at the time first sentence of conversionSection 4.6(f) hereof, to the extent applicable; providedprovided that, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding before the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when then due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Dateconversion date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c3.10(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.23.11. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV5, a Holder of a Security may, at the option Holder's option, convert the principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereofclose of business on the Business Day immediately proceeding November 15, or of such portion thereof2007, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII4, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Optional Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV5. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c4.07(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with At any time after 90 days following the provisions latest date of this Article IV, at the option original issuance of the HolderSecurities and prior to the close of business on February 1, any 2007, a Holder of a Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of convert such portion thereof, Security into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Priceconversion price then in effect, determined as hereinafter providedtogether with those rights specified in Section 4.15 hereof; provided that, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding third business day before the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when then due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price conversion price in effect on the Conversion Dateconversion date. The Conversion Price initial conversion price is set forth in paragraph 8 9 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c3.12(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.23.13. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article IV2, at the option of the HolderHolder thereof, any Security Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 1,000, and which has not previously been redeemed pursuant to Article 3 hereof or purchased pursuant to Article 4 hereof, may be converted at the principal amount thereof, or into that number of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined Stock (as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shares shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined constituted) obtained by dividing the principal amount of the Security Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note to be so converted in whole or in part together with any required funds, in the manner provided in Section 2.02, at any time following the issuance of the Notes and prior to the close of business on September 1, 2021. Holders may surrender Notes for conversion into Common Stock on any date within a calendar quarter if, as of the last day of the preceding calendar quarter, the Sale Price of the Common Stock for at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of the quarter is more than 120% of the Conversion DatePrice on the last Trading Day of the quarter. The Conversion Price Agent will, on behalf of the Company, determine at the end of each quarter if the Notes are convertible and notify the Company and the Trustee and, upon receipt of such determination each quarter, if the Notes are convertible, the Company shall issue a press release indicating that the Notes are convertible and publish such information on the Company's Web site. In addition, even if the condition in the preceding paragraph has not been satisfied, a Holder may surrender for conversion a Note or portion of a Note: (i) if such Note or such portion thereof has been called for redemption pursuant to Article 3 hereof, until the close of business on the day that is two Business Days prior to the Redemption Date unless the Company defaults on payment of the Redemption Price; (ii) if the Company consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the shares of Common Stock would be converted into cash, securities or other property as set forth in paragraph Section 2.05 hereof, at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time of such transaction until 15 days after the actual date of such transaction; or (iii) during any period after December 1, 2001 in which (A) the credit rating assigned to the Notes by Standard & Poor's Rating Services is below BBB-, (B) the 4 8 of credit rating assigned to the Securities and Notes by such rating agency is subject to adjustment as provided in this Article IV. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Securitysuspended or withdrawn or (C) such rating agency is not then rating the Notes. A Security Note in respect of which a Holder has delivered a Purchase Notice or Change in of Control Repurchase Purchase Notice pursuant to Section 12.1(c) 4.01 or Section 4.02 exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if such Change in Control Repurchase Notice notice of exercise is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder the terms of Securities is not entitled to any rights such Section, unless the Company defaults in the payment of a holder the applicable Purchase Price or Change of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IVControl Purchase Price.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, a Holder of a Security may convert such Security into Common Stock at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stocktime prior to maturity, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such Security for redemption prior to the close of business on the redemption date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may be). If the conversion right shall terminate at the close of business on the date such default is cured and such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV.of

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, at a Holder of a Security may convert the option principal amount of the Holdersuch Security, any Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, -------- ------- if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.9(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the second Business Day immediately preceding the Change in Control Repurchase Payment Date in accordance with Section 12.23.10. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article IVX, a Holder of a Security shall have the right, at the option of the such Holder's option, any Security to convert all or any portion of (if the principal amount thereof which portion to be converted is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or 1,000) of such portion thereof, Security into duly authorized, fully paid and nonassessable shares of Common Stock, Stock at the Conversion PricePrice in effect on the date of conversion: (1) during any Conversion Period, determined if the Sale Price of the Common Stock for at least 20 Trading Days in the 30 Trading Day period ending on the first day of such Conversion Period exceeds 120% of the Conversion Price in effect on such 30th Trading Day (in the event that the Conversion Price on such 30th Trading Day is not the same as hereinafter providedthe Conversion Price in effect for each of such thirty Trading Days, the Conversion Agent shall make such adjustments as it, in effect at its discretion, deems appropriate in determining whether the time of conversion; provided, however, that foregoing condition has been met); (2) if such Security is has been called for redemption pursuant to Article III hereof; or (3) as provided in Section (b) of this Section 10. 1. The Conversion Agent shall, on behalf of the Company, determine on a daily basis whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (1) or submitted or presented for repurchase clause (2) above and, if the Securities shall be so convertible, the Conversion Agent shall promptly deliver to the Company and the Trustee written notice thereof. Whenever the Securities shall become convertible pursuant to Article XIISection 10.1, such conversion right shall terminate the Company or, at the close Company's request, the Trustee in the name and at the expense of business the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 11.2, and the Company shall also publicly announce such information and publish it on the second Company's Web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. (b) In addition, in the event that: (1) (A) the Company distributes to all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the Record Date for such distribution) to subscribe for or purchase shares of Common Stock, at a price per share less than the Sale Price of the Common Stock on the Business Day immediately preceding the Redemption Date or Change in Control Repurchase Dateannouncement of such distribution, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless B) the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close distributes to all holders of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of its shares of Common Stock, cash or other assets, debt securities or rights or warrants to purchase its securities, where the Fair Market Value (as determined by the Board of Directors) of such distribution per share of Common Stock issuable upon conversion exceeds 10% of the Sale Price of a Security shall be determined by dividing the principal amount share of the Security or portion thereof surrendered for conversion by the Conversion Price in effect Common Stock on the Conversion Date. The Conversion Price is set forth in paragraph 8 Business Day immediately preceding the date of the Securities and is subject to adjustment as provided in this Article IV. Provisions declaration of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered such distribution, or (C) a Change in of Control Repurchase Notice pursuant to Section 12.1(c) exercising occurs but Holders of Securities do not have the option of such Holder right to require the Company to purchase their Securities as a result of such Security Change of Control, because of the provisions set forth in Section 3.8(a)(2), then, in each case, the Securities may be converted only if surrendered for conversion at any time on and after the date that the Company gives notice to the Holders of such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent right, which shall be not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of (A) or (B), or within 30 days after the occurrence of the Change of Control, in the case of (C), until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Time or the date the Company announces that such distribution will not take place, in the case of (A) or (B), or the earlier of 30 days after the Company's delivery of the Change of Control Purchase Notice or the date the Company announces that the Change of Control will not take place, in Control Repurchase Date in accordance the case of (C). (2) the Company consolidates with Section 12.2. A Holder of Securities or merges into another corporation, or is not entitled a party to any rights of a holder binding share exchange pursuant to which the shares of Common Stock until such Holder has would be converted its into cash, securities or other property as set forth in Section 10.4 hereof, then the Securities to Common Stock, may be surrendered for conversion at any time from and only after the date which is 15 days prior to the extent date announced by the Company as the anticipated effective time of such Securities are deemed to have been converted into Common Stock pursuant to this Article IVtransaction until 15 days after the actual date of such transaction.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, a Holder of a Security may, at the option Holder's option, convert the principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption or submitted -------- ------- or presented for purchase pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default Default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion PriceRate then in effect; PROVIDED, determined as hereinafter providedHOWEVER, in effect at the time of conversion; providedthat, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date redemption date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the initial Conversion Price in effect on the Conversion Date. The Conversion Price Rate is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option 4 and paragraph 6 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined Price then in effect. The initial Conversion Price is set forth in paragraph 6 of the Securities and is subject to adjustment as hereinafter provided, provided in effect at the time of conversion; provided, however, that if such this Article 4. (b) If a Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to a Change of Control Purchase Notice in accordance with Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Change of Control Payment Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase Holder withdraws its election pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and Section 4.1(e)). (c) If the Holder of such Security may convert such Security pursuant to this Section 4.1. The Company elects Share Settlement the number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the aggregate principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV. . (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . (e) A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice elected to have its Securities repurchased pursuant to Section 12.1(c3.2(a) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice election is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in of Control Repurchase Date in accordance with Section 12.2. Payment Date. (f) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.01, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, -------- ------- if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default Default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.09(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.10. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. A Holder of a Security may convert the Principal Amount of such Security (a) Subject to and upon compliance with the provisions of this Article IV, at the option of the Holder, any Security or any portion thereof equal to a Principal Amount of the principal amount thereof which is an $1,000 or any integral multiple of a Principal Amount of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Rate then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount thereof (the "Conversion Rate") shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is that set forth in paragraph 8 of in the Securities and is Securities, subject to adjustment as provided in this Article IVherein set forth. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice notice of exercise is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2the terms of this Indenture. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article IVXIII, at the option of the HolderHolder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, Stock of the Company (the "Conversion Shares") at any time following the date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such . Such conversion right shall terminate expire at the close of business on the second Business Day immediately preceding the Redemption Date or Change December 15, 2006, subject, in Control Repurchase Date, as the case may beof conversion of any global security, for such to any Applicable Procedures. In case a Security or such earlier date as the Holder presents such Security portion thereof has previously been called for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close election of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawnCompany, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount in respect of the Security or portion thereof surrendered for conversion by so called shall expire at the Conversion Price in effect close of business, New York City time, on the Conversion Redemption Date. The Conversion Price is set forth , unless the Company defaults in paragraph 8 of making the Securities and is payment due upon redemption (in each case subject as aforesaid to adjustment as provided in this Article IV. Provisions of this Indenture that apply any Applicable Procedures with respect to conversion of all of a Security also apply to conversion of a portion of a Securityany global security). A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c(as defined in Article XIV hereof) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice notice is withdrawn by a written notice of withdrawal withdrawal, delivered by the Holder to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date Purchase Date, in accordance with Section 12.2the terms of this Indenture. A Holder of Securities is not entitled to any rights of a holder The price at which shares of Common Stock until such Holder has converted its Securities to shall be delivered upon conversion (herein called the "Conversion Price") shall be initially $48.19 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in Section 13.4. In case the Company shall, and only by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 13.4 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 13.4) which would result in an adjustment to the extent such Securities are deemed to have been converted into Common Stock Conversion Price, the Holder of each Security, upon the conversion thereof pursuant to this Article IVXIII subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 13.4, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Security described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill for the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill (i) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 3.01, a Holder of a Security may convert such Security at any time after the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that date hereof (but if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant Nine, then only to Article XII, such conversion right shall terminate at and including but not after the close of business on the second fifth Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless provided that no default by the Company shall default in making the payment of the Redemption Price or Change in Control Repurchase Price payment when due, shall have occurred and be continuing on the Redemption Date in which case the such right of conversion right shall terminate be reinstated), at the close Conversion Price (as hereinafter defined) then in effect into shares of business on the date such default is cured and such Security is redeemed or purchasedCompany's Common Stock; provided that, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and if the Holder of such a Security may convert tenders such Security pursuant to this Section 4.1an Offer to Purchase made as a result of a Change in Control, such Security may only be converted if such Holder properly withdraws its election to participate in such Offer to Purchase prior to consummation of such Offer to Purchase. The number of shares of the Company's Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and is subject Subject to adjustment or voluntary reduction as provided in this Article IV3, the "Conversion Price" shall be calculated as follows: Second Anniversary Sixth Month First 18th Month of the Closing Anniversary Anniversary of Anniversary Date and of the the Closing of the thereafter until Closing Date Closing Date Date Closing Date Final Maturity --------------------------------- -------------- -------------- --------------- -------------- ------------------- Conversion Price $____ $____ $____ $____ $____ In the event that the Conversion Date shall be a date between any of the dates specified in the table above (but prior to the second anniversary of the Closing Date), the Conversion Price shall be calculated on the basis of the decrease in the Conversion Price between such dates based a period of 180 days. A Holder may convert a portion of a Security equal to $1.00 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. . A Holder of Securities is not entitled to any rights of a holder of the Company's Common Stock until such Holder has converted its Securities to the Company's Common Stock, and only to the extent such Securities are deemed to have been converted into the Company's Common Stock pursuant to this Article IV3.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of -------------------- this Article IV, at the option 10 and paragraph 8 of the HolderSecurities, any a Holder of a Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if convert such Security is called for redemption pursuant into Common Shares at any time prior to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day that is immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder Stated Maturity of such Security may convert such Security pursuant to this Section 4.1Security. The number of shares of Common Stock issuable Shares deliverable upon conversion of a Security shall be is determined by dividing (x) the principal amount Principal Amount of the Security or the portion thereof surrendered for being converted by (y) the conversion by the Conversion Price price in effect on the Conversion DateDate (the "Conversion Price"). The initial Conversion Price is shall be that set forth in paragraph 8 of the Securities and is Securities. The Conversion Price shall be subject to adjustment from time to time as provided in this Article IVherein set forth. A Holder may convert a portion of the Principal Amount of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c) 3.8 or a Change in Control Purchase Notice pursuant to Section 3.9 exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal complying in all respects with each of the provisions of this Indenture relating to such notice and delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Purchase Date or Change in Control Repurchase Date Purchase Date, as the case may be. In the event that the Ex-Dividend Time (as defined below) (or in accordance with Section 12.2. A Holder of Securities is not entitled to any rights the case of a holder of Common Stock until such Holder has converted its Securities subdivision, combination or reclassification, the effective date with respect thereto) with respect to Common Stocka dividend, and only subdivision, combination or reclassification to which Section 10.6(1), (2), (3) or (5) applies occurs during the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV.period applicable for

Conversion Privilege. (a) Subject A Holder of a Security may convert such Security into Common Stock at any time prior to and upon compliance with the provisions of this Article IVmaturity, at the option of the Holderconversion price then in effect; provided that, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second fifth Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such --------- -------- Security for redemption prior to the close of business on the fifth Business Day immediately preceding the redemption date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may be). If the conversion right shall terminate at the close of business on the date such default is cured and such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Dateconversion date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.7(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.8. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into to Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV7, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the thereof equal to $1,000 principal amount thereof which is or an integral multiple of $1,000 may be converted at the principal amount thereofamount) into Common Stock, or cash or a combination of such portion thereof, into duly authorized, fully paid cash and nonassessable shares of Common StockStock if the Company shall so elect pursuant to Section 7.13 hereof, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Rate then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right with respect to such Security shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company there shall be a default in making the payment of the Redemption Price or Change in Control Repurchase Price payment when duePrice, in which case the conversion right with respect to such Security shall terminate at the close of business 5:00 p.m., New York City time, on the date such default is cured and such Security is redeemed in accordance herewith; provided further, that, if a Fundamental Change Purchase Notice with respect to a Security is delivered in accordance herewith, such Security shall not be convertible pursuant to this Article 7 unless such Fundamental Change Purchase Notice is duly withdrawn in accordance herewith or purchasedunless there shall be a default in the payment of the Fundamental Change Purchase Price, as the case may be). If , in which case the conversion right with respect to such Security shall terminate at 5:00 p.m., New York City time, on the date such default is cured and such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1purchased in accordance herewith. The number of initial Conversion Rate shall be 28.2326 shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the per $1,000 principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion DateSecurities. The Conversion Price is set forth in paragraph 8 of the Securities and is Rate shall be subject to adjustment as provided in accordance with this Article IV7. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has Securities delivered a Change in Control Repurchase Notice pursuant for conversion will be deemed to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be have been converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent at immediately prior to the close of business 5:00 p.m. on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2Conversion Date. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted (or, in accordance with the immediately preceding sentence or with Section 7.2(b), is deemed to have converted or become a record holder of Common Stock) its Securities to Common Stock, Stock and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV7.

Conversion Privilege. (a) Subject to and upon compliance with the provisions A Holder of this Article IV, at the option of the Holder, any a Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of --------------------- convert such portion thereof, Security into duly authorized, fully paid and nonassessable shares of Common Stock, Stock at any time (subject to the Conversion Price, determined as hereinafter provided, limitation described in effect at Section 11.03(e)) during the time period stated in paragraph 9 of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount thereof (the "Conversion Rate") shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is that set forth in paragraph 8 of 9 in the Securities and is Securities, subject to adjustment as provided herein set forth. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in this Article IV. Provisions the next succeeding sentence, in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not -------- ------- permitted pursuant to the provisions of this Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with this Article XIII, whether or not the Company has delivered a notice pursuant to Section 13.02 to the effect that apply the Securities would be paid in cash. The amount of cash to conversion of all be paid pursuant to Section 13.02 for each per $1,000 Principal Amount of a Security also apply upon conversion shall be equal to conversion the Sale Price of a portion share of a SecurityCommon Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice In the event the Company exercises its option pursuant to Section 12.1(c) exercising 15.01 to have interest in lieu of Original Issue Discount accrue on the option Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder to require would have received if the Company to purchase had not exercised such Security may be converted only if option. If the Company exercises such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment date to the Business Day immediately preceding opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the Change interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. The Company shall not pay cash in Control Repurchase Date in accordance with Section 12.2. A Holder lieu of Securities is not entitled to any rights of a holder delivering shares of Common Stock until such Holder has converted its Securities to Common Stock, and only upon the conversion of any Security pursuant to the extent terms of this Article XIII (other than cash in lieu of fractional shares pursuant to Section 13.03) (i) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether such Securities are deemed to have been Security shall be converted into shares of Common Stock or cash pursuant to Section 13.02) and is continuing an Event of Default (other than a default in such payment on such Securities); provided, however, that this Article IVsentence shall -------- ------- not apply in the event that an Event of Default occurs after such cash is paid.

Conversion Privilege. (a) Subject to and upon compliance with At any time after 90 days following the provisions latest date of this Article IV, at the option original issuance of the HolderSecurities and prior to the close of business on the Business Day immediately preceding April 15, any 2006, a Holder of a Security or any portion of may convert such Security into Common Stock (the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common StockStock issuable upon such conversion, the "Conversion Shares"), at the Conversion PricePrice then in effect, determined as hereinafter providedtogether with those rights, warrants or options specified in effect at the time first sentence of conversionSection 4.6(f) hereof, to the extent applicable; providedprovided that, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding before the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when then due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Dateconversion date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c3.10(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding prior to the Change in Control Repurchase Date in accordance with Section 12.23.11. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with A Holder of a Security may convert -------------------- such Security into shares of Series A Common Stock at any time during the provisions of this Article IV, at the option period stated in paragraph 9 of the HolderSecurities. The number of shares of Series A Common Stock issuable upon conversion of a Security, any Security or any portion of the principal amount thereof which is an integral multiple of for each $1,000 may of Principal Amount thereof (the "Conversion Rate"), shall be converted at that amount set forth in paragraph 9 in the principal amount thereofSecurities, or of such portion thereof, subject to adjustment as herein set forth. The Holders' right to convert Securities into duly authorized, fully paid and nonassessable shares of Series A Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such shares of Series A Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security payment of -------- ------- cash is called for redemption not permitted pursuant to the provisions of this Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Series A Common Stock (and cash in lieu of fractional shares of Series A Common Stock) in accordance with this Article III XI, whether or submitted or presented for repurchase not the Company has delivered a notice pursuant to Article XII, such Section 11.02 to the effect that the Securities would be paid in cash. The amount of cash to be paid pursuant to Section 11.02 for each per $1,000 Principal Amount of a Security upon conversion right shall terminate at be equal to the close Sale Price of business a share of Common Stock on the second Business Trading Day immediately preceding prior to the Redemption related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Series A Common Stock upon the conversion of any Security pursuant to the terms of this Article XI (other than cash in lieu of fractional shares pursuant to Section 11.03) if there has occurred (prior to, on or Change in Control Repurchase Dateafter, as the case may be, for the Conversion Date or the date on which the Company delivers its notice of whether such Security shall be converted into shares of Series A Common Stock or such earlier date as the Holder presents such Security for redemption or for purchase cash pursuant to Section 11.02) and is continuing an Event of Default (unless the Company shall other than a default in making such 77 payment on such Securities), provided, however, that this sentence shall not -------- ------- apply in the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close event that an Event of business on the date Default occurs after such default cash is cured and such Security is redeemed or purchased, as the case may be)paid. If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the A Holder of such Security may convert such Security pursuant to this Section 4.1. The number a portion of shares of Common Stock issuable upon conversion the Principal Amount of a Security shall be determined by dividing if the principal amount portion is $1,000 or an integral multiple of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV$1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option XIII and paragraph 8 of the HolderNotes, any Security a Holder of a Note may convert the principal amount of such Note (or any portion of the principal amount thereof which is an equal to $1.00 or any integral multiple of $1,000 may be converted 1.00 in excess thereof) into Common Stock at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the any time of conversion; provided, however, that if such Security is called for redemption pursuant prior to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding prior to the Redemption Date or Change in Control Repurchase Final Maturity Date, as subject to prior redemption pursuant to Section 3.08 hereof or upon a Change of Control pursuant to Section 4.15 hereof. A Note in respect of which a Holder has delivered a notice accepting a Change of Control Offer made pursuant to Section 4.15 hereof, thereby exercising the case option of such Holder to require the Issuer to purchase such Note, may be, for be converted only if such Security or notice is withdrawn by a written notice of withdrawal complying in all respects with each of the provisions of the Indenture relating to such earlier date as notice and delivered to the Holder presents such Security for redemption or for purchase Paying Agent prior to the close of business on the Business Day prior to the Change of Control Payment Date (unless the Company Issuer shall default in making the Redemption Price or Change in of Control Repurchase Price payment Payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security Note is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security Note or on the Final Maturity Date shall be determined by dividing the principal amount of the Security Note or portion thereof surrendered for conversion or payable on the Final Maturity Date by the Conversion Price in effect on the Conversion Date, as adjusted pursuant hereto. The initial Conversion Price is set forth in paragraph 8 of the Securities Notes and is subject to adjustment as provided in this Article IVXIII. Provisions of this the Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2Note. A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes to Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article IVXIII.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, a Holder of a Security may convert such Security into Common Stock at any time after 60 days following the option date of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid this Indenture and nonassessable shares of Common Stockprior to maturity, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately business day preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such Security for redemption prior to the close of business on the Redemption Date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may be). If the conversion right shall terminate at the close of business on the date such default is cured and such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in of Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in of Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his or her Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option 5 and paragraph 9 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Cash and Common Stock at any time prior to the principal amount thereofclose of business on April 15, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock2011, at the Conversion PricePrice then in effect, determined as hereinafter providedif, during any calendar quarter (the "QUARTER") commencing after the date hereof, the Closing Sale Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the Quarter preceding the Quarter in which the conversion occurs is more than 120% of the Conversion Price of the Securities in effect at on that last Trading Day (the time of conversion"CLOSING SALE PRICE CONDITION"), subject to the exceptions provided in Section 5.01(b); provided, however, that if such Security is called submitted for redemption purchase pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Trading Day immediately preceding the Redemption Fundamental Change Purchase Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Fundamental Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Fundamental Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.01(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Fundamental Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business 5:00 p.m., New York City time, on the Business second Trading Day immediately preceding the Fundamental Change in Control Repurchase Purchase Date in accordance with Section 12.23.02. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, Stock and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV5. (b) Even if the Closing Sale Price Condition is not satisfied, (i) if the Trading Price for the Securities on each Trading Day during any five consecutive Trading Day period was less than 98% of the Closing Sale Price of Common Stock on such date multiplied by the current Conversion Rate, a holder may surrender Securities for conversion at any time during the following 10 Trading Days; (ii) in the event that the Company declares (A) a dividend or distribution of any rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase for a period expiring within 60 days after the record date for such dividend or distribution shares of Common Stock at a price per share less than the Current Market Price per share (as defined in Section 5.06(e)) on the record date for such dividend or distribution, or (B) a dividend or distribution of cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which a Conversion Price adjustment is required to be made under Section 5.06(a) or 5.06(b) of this Indenture) where the fair market value of such dividend or distribution per share of Common Stock, as determined in this Indenture, together with all other such dividends and distributions within the preceding twelve months, exceeds 15% of the Current Market Price of the Common Stock as of the Trading Day immediately prior to the date of declaration for such dividend or distribution, then the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 30 days prior to the ex-dividend time for such dividend or distribution, until the earlier of the close of business on the Business Day prior to the ex-dividend time or until the Company announces that such distribution will not take place; (iii) upon the occurrence of a Fundamental Change with respect to the Company, the Securities may be surrendered for conversion at any time from or after the date which is 40 days prior to the anticipated effective time of the Fundamental Change as announced by the Company, which announcement must occur, to the extent practicable, not earlier than 70 days nor later than 40 days prior to such anticipated effective time, until the close of business on the second Trading Day immediately preceding the Fundamental Change Purchase Date; and (iv) at any time after April 15, 2011 and prior to the close of business on the Business Day immediately preceding the Final Maturity Date, the Securities may be surrendered for conversion regardless of whether any of the foregoing conditions has been satisfied. (c) If a Holder converts Securities at any time beginning 40 days before the scheduled Effective Date of any Fundamental Change and ending at the close of business on the second Trading Day immediately preceding the Fundamental Change Purchase Date, such Holder shall receive: (i) if such Securities are surrendered for conversion at any time beginning 30 Trading Days before the date of payment of consideration in connection with a Change in Control, Cash and, with respect to the Daily Net Share Settlement Value (if any), the kind of securities and other assets or property received by holders of the Common Stock in such Change in Control; or (ii) in all other events, Cash or a combination of Cash and Common Stock, in the same manner as described in Section 5.05; in each case, taking into account any Additional Shares deliverable as a result of any Qualifying Change in Control. (d) Upon request, the Conversion Agent, on behalf of the Company, will determine whether the Securities are convertible pursuant to the first paragraph of Section 5.01(a) and clause (i) of Section 5.01(b), and, if so, will notify the Trustee and the Company in writing. (e) The Conversion Agent shall have no obligation to determine the Trading Price of the Securities unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request unless the Trustee, acting at the request of one or more Holders, provides the Company with reasonable evidence that the Trading Price of the Securities on any Trading Day would be less than 98% of the product of the then current Conversion Rate multiplied by the Closing Sale Price of the Common Stock on that date. At such time, the Company shall instruct the Conversion Agent to determine the Trading Price of the Securities beginning on such Trading Day and on each successive Trading Day for four consecutive Trading Days.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article IV, at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the A Holder of such a Security may ----------------------------------- convert such Security pursuant to this Section 4.1into Common Stock at any time during the period stated in paragraph 9 of the Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be determined by dividing that set forth in paragraph 9 of the principal Securities, subject to adjustment as herein set forth. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect instead to pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such shares of Common Stock; provided, however, that if an Event of Default (other than a default in a cash payment upon conversion of the Securities) shall have occurred and be continuing, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with this Article 11, whether or not the Company has delivered a notice pursuant to Section 3.04 to the effect that the Securities would be paid in cash. The amount of cash to be paid pursuant to Section 11.02 for each $1,000 of Principal Amount at Maturity of a Security upon conversion shall be equal to the Average Sale Price of the Common Stock for the five consecutive trading days immediately following (i) the date of the Company's notice of its election to deliver cash upon conversion, if the Company shall not have given a notice of redemption pursuant to Section 3.04, or portion thereof surrendered for (ii) the Conversion Date, in the case of a conversion following such a notice of redemption specifying an intent to deliver cash upon all future conversions, in either case multiplied by the Conversion Price Rate in effect on the such Conversion Date. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of this Article 11 (other than cash in lieu of fractional shares pursuant to Section 11.03) if there has occurred (prior to, on or after, as the case may be, the Conversion Price Date or the date on which the Company delivers its notice of whether such Security shall be converted into shares of Common Stock or cash pursuant to Section 11.02) and is set forth continuing an Event of Default (other than a default in paragraph 8 a cash payment upon conversion of such Securities). A Holder may convert a portion of the Securities and Principal Amount at Maturity of a Security if the portion is subject to adjustment as provided in this Article IV$1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption or submitted for presented for purchase pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.01, at the option a Holder of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 a Note may be converted at the principal amount thereof, or of convert such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, Note at the Conversion Price, determined as hereinafter provided, Price then in effect into Class A Common Stock (i) at any time after the Regulatory Relief Date, if at such time of conversionsuch Holder is a Regulated Person, or (ii) at any time, if such Holder is not a Regulated Person; provided, however, that the Initial Purchaser or any of its Affiliates or any Holder that acquires Notes pursuant to any Transfer (as defined in the Stockholders Agreement) other than pursuant to a Public Resale (as defined in the Stockholders Agreement) may not convert such Note if, after giving effect to such conversion, such Holder would be deemed to be an "affiliate" as that term is defined in, and for the purposes of, either of the Franchise Agreements; provided, further, that, if such Security Note is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase Note (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security Note is redeemed or purchasedredeemed); provided, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawnfurther, such conversion right shall no longer be terminatedthat, and if the Holder of a Note tenders such Security may convert such Security Note pursuant to this Section 4.1a Change of Control Offer, such Note may only be converted if such Holder properly withdraws its election to participate in the Change of Control Offer prior to consummation of the Change of Control Offer. The number of shares of Class A Common Stock issuable upon conversion of a Security Note shall be determined by dividing the principal amount of the Security Note or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities initial conversion price shall be $34.00 and is subject to adjustment as provided in this Article IV4 (the "Conversion Price"). A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2Note. A Holder of Securities Notes is not entitled to any rights of a holder of Class A Common Stock until such Holder has converted its Securities Notes to Class A Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Class A Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.01, at from and after the option time that the Requisite Company Vote is obtained, a Holder of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 a Note may be converted at the principal amount thereof, or of convert such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, Note at the Conversion Price, determined Price (as hereinafter provided, defined) then in effect into Class A Common Stock (i) at any time after the Regulatory Relief Date, if at such time of conversionsuch Holder is a Regulated Person, or (ii) at any time, if such Holder is not a Regulated Person; providedPROVIDED, howeverHOWEVER, that the Initial Purchaser or any of its Affiliates or any Holder that acquires Notes pursuant to any Transfer other than pursuant to a Public Resale may not convert such Note if, after giving effect to such conversion, such Holder would be deemed to be an "affiliate" as that term is defined in, and for the purposes of, either of the Franchise Agreements; and PROVIDED, FURTHER, that, if such Security Note is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase Note (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security Note is redeemed or purchasedredeemed); and PROVIDED, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawnFURTHER, such conversion right shall no longer be terminatedthat, and if the Holder of a Note tenders such Security may convert such Security Note pursuant to this Section 4.1a Change of Control Offer, such Note may only be converted if such Holder properly withdraws its election to participate in the Change of Control Offer prior to consummation of the Change of Control Offer. The number of shares of Class A Common Stock issuable upon conversion of a Security Note shall be determined by dividing the principal amount of the Security Note or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price initial conversion price is set forth in paragraph 8 of the Securities $0.53875 and is subject to adjustment or voluntary reduction as provided in this Article IV4 (the "CONVERSION PRICE"). A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. Provisions of this Indenture Agreement that apply to conversion of all of a Security Note also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2Note. A Holder of Securities Notes is not entitled to any rights of a holder of Class A Common Stock until such Holder has converted its Securities Notes to Class A Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Class A Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default Default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option 4 and paragraph 6 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at upon the close delivery of business on the second Business Day immediately preceding the Redemption Date or a Change in Control Repurchase DatePurchase Notice unless such notice has been validly withdrawn in accordance with Section 3.2, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 6 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to any integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Holder of a Security is not entitled to receive any accrued and unpaid interest in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option Security upon, or from and after, the conversion of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2Security. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option IV and paragraph 6 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversion; provided, however, that if such effect. (b) If a Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to a Change of Control Purchase Notice in accordance with Article XIIIII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, Purchase Date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase Holder withdraws its election pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and Section 4.01(e)). (c) If IAC elects Share Settlement the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the aggregate principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 6 of the Securities and is subject to adjustment as provided in this Article IV. . (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . (e) A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.02(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only (1) if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.2. 3.03 or (2) pursuant to the deemed withdrawal of such notice under Section 3.02(c). (f) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV.

Conversion Privilege. At any time after 90 days following the latest date of original issuance of the Securities and prior to the close of business on September 15, 2007, a Holder of a Security may convert such Security into Common Stock (a) Subject to and the shares of Common Stock issuable upon compliance with such conversion, the provisions of this Article IV"Conversion Shares"), at the option of the Holderconversion price then in effect, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereoftogether with those rights specified in Section 4.6 hereof; PROVIDED that, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second third Business Day immediately preceding before the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when then due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price conversion price in effect on the Conversion Dateconversion date. The Conversion Price initial conversion price is set forth in paragraph 8 9 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c3.11(b) exercising the option of such Holder to require the Company to purchase repurchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.23.12. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his Securities to into Common StockStock and, and upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, a Holder of a Security may convert such Security into Common Stock at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stocktime prior to maturity, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such Security for redemption prior to the close of business on the Business Day immediately preceding the redemption date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may be). If the conversion right shall terminate at the close of business on the date such default is cured and such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option 4 and paragraph 7 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the any time of conversion; provided, however, that if such Security is called for redemption pursuant prior to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding prior to the Redemption Date or Change in Control Repurchase Final Maturity Date, subject to prior redemption pursuant to Section 3.1, upon a Change of Control pursuant to 3.7 or as a result of Gaming Authority requirement pursuant to Section 3.13. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice pursuant to Section 3.7 exercising the case may be, for option of such Holder to require the Issuer to purchase such Security or may be converted only if such earlier date as Change of Control Purchase Notice is withdrawn by a written notice of withdrawal complying in all respects with each of the Holder presents provisions of this Indenture relating to such Security for redemption or for purchase notice and delivered to the Paying Agent prior to the close of business on the Business Day prior to the Change of Control Purchase Date (unless the Company Issuer shall default in making the Redemption Price or Change in of Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date, as adjusted pursuant hereto. The initial Conversion Price is set forth in paragraph 8 7 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of Except as provided in this Article IV11, at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the a Holder of such a Security may convert such Security pursuant to this Section 4.1into Common Stock at any time during the period stated in the Securities. The number of shares of Common Stock issuable upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be determined by dividing that set forth in the principal amount Securities, subject to adjustment as herein set forth. The Holders' right to convert Securities into shares of Common Stock is subject to the condition that, if the Sale Price on the Conversion Date is (a) less than 100% of the Security or portion thereof surrendered for conversion by the Accreted Conversion Price in effect on such date, then a Holder electing to exercise its right to convert its Securities on such date shall receive, in lieu of Common Stock, cash in an amount equal to 95% of the product of the Conversion Rate in effect on such date and such Sale Price or (b) greater than or equal to 100% of the Accreted Conversion Price in effect on such date but less than 110% of such Accreted Conversion Price, then a Holder electing to exercise its right to convert its Securities on such date shall receive, in lieu of Common Stock, cash in an amount equal to the sum of the Issue Price plus Original Issue Discount (or, if the Issuer has exercised its option to convert the Securities to semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount plus unpaid interest thereon) accrued to the Conversion Date; provided, however, that this provision shall not apply with respect to any Securities that have been called for redemption pursuant to Section 3.03 nor shall it be subject to the proviso set forth in the next succeeding paragraph. The Holders' right to convert Securities into shares of Common Stock is also subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such shares of Common Stock; provided, however, that if an Event of Default (other than a default in a cash payment upon conversion of the Securities) shall have occurred and be continuing, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with this Article 11, whether or not the Company has delivered a notice pursuant to Section 3.03 or 11.02 hereof to the effect that the Securities would be paid in cash. The amount of cash to be paid pursuant to Section 11.02 hereof for each $1,000 of Principal Amount of a Security upon conversion shall be equal to the average Sale Price of the Common Stock for the five consecutive trading days immediately following (i) the date of the Company's notice of its election to deliver cash upon conversion, if the Company shall not have given a notice of redemption pursuant to Section 3.03, or (ii) the Conversion Date, in the case of a conversion following such a notice of redemption specifying an intent to deliver cash upon conversion, in either case multiplied by the Conversion Rate in effect on such Conversion Date. The Conversion Price is set forth Company shall not pay cash in paragraph 8 lieu of delivering shares of Common Stock upon the Securities and is subject conversion of any Security pursuant to adjustment as provided in the terms of this Article IV. Provisions 11 (other than cash in lieu of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice fractional shares pursuant to Section 12.1(c11.03 hereof) exercising if there has occurred (prior to, on or after, as the option of such Holder to require case may be, the Conversion Date or the date on which the Company to purchase delivers its notice of whether such Security may shall be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder into shares of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock or cash pursuant to this Article IVSection 11.02 hereof) and is continuing an Event of Default (other than a default in a cash payment upon conversion of such Securities).

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date redemption date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, a Holder of a Security may convert such Security into Common Stock at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stocktime prior to maturity, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchasedredeemed); provided, as further, that, if the Holder of a Security presents such Security for redemption prior to the close of business on the redemption date for such Security, the right of conversion shall terminate upon presentation of the Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case may be). If the conversion right shall terminate at the close of business on the date such default is cured and such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1redeemed). The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its his or her Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to the conditions described below and prior repurchase or redemption, and upon compliance with the provisions of this Article IV15, a Noteholder shall have the right, at the option of the Holdersuch holder's option, any Security to convert all or any portion of (if the portion to be converted is US$1,000 principal amount thereof which is or an integral multiple of $1,000 may be converted at the principal amount thereof, or ) of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, Note at the Conversion Price, determined as hereinafter provided, in effect at the any time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Maturity Date at a rate (the 71 "CONVERSION RATE") of 52.2876 ADSs (subject to adjustment by the Company as provided in Section 15.01(b) and Section 15.04) per US$1,000 principal amount Note (the "CONVERSION OBLIGATION") under the circumstances and during the periods set forth below. The Conversion Rate and the Conversion Price in effect at any given time are referred to herein as the "APPLICABLE CONVERSION RATE" and the "APPLICABLE CONVERSION PRICE," respectively. (i) The Notes shall be convertible at any time prior to the close of business on the Business Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time, if such Notes have been called for redemption pursuant to Article 3 hereof. Notes in respect of which a holder has delivered a Put Right Purchase Notice or a Fundamental Change Purchase Notice may not be surrendered for conversion until the holder has withdrawn such relevant notice in accordance with Article 16. (i) If a Noteholder elects to convert Notes in connection with a Make-Whole Change in Control, the Conversion Rate applicable to each US$1,000 principal amount of Notes so converted shall be increased by an additional number of ADSs (the "ADDITIONAL ADSS") as described below. Settlement of Notes tendered for conversion to which Additional ADSs shall be added to the Conversion Rate as provided in this subsection shall be settled pursuant to Section 15.02(d) below. For purposes of this Section 15.01(b), a conversion shall be deemed to be "in connection" with a Make-Whole Change in Control Repurchase if the Conversion Notice with respect to such Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Change in accordance with Section 12.2Control up to, and including the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Change in Control but for the proviso in the clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Change in Control). A Holder of Securities is not entitled to any rights On or before the 15th day after the occurrence of a holder Make-Whole Change in Control that does not also constitute a Change in Control, the Company will mail to the Trustee and to all holders of Common Stock until such Holder has converted its Securities to Common StockNotes at their addresses shown in the Note Register, and only to Beneficial Owners or Notes, as required by applicable law, a notice indicating that a Make-Whole Change in Control has occurred. (ii) The number of Additional ADSs by which the Conversion Rate will be increased shall be determined by reference to the extent table attached as Schedule A hereto, based on the date on which the Make-Whole Change in Control occurs or becomes effective (the "EFFECTIVE DATE"), and the ADS Price; provided that if the actual ADS Price is between two ADS Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional ADSs shall be determined by a straight-line interpolation between the number of Additional ADSs set forth for the next higher and next lower ADS Price amounts and the two nearest Effective Dates set forth in such Securities are deemed table, as applicable, based on a 365-day year; provided further that if (1) the ADS Price is greater than US$150.00 per ADS (subject to have been converted into Common Stock pursuant adjustment in the same manner as set forth in Section 15.04), no Additional ADSs will be added to this Article IVthe Conversion Rate, and (2) the ADS Price is less than US$15.00 per ADS (subject to adjustment in the same manner as set forth in Section 15.04), no Additional ADSs will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of ADSs issuable upon conversion exceed 66.6667 per US$1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 15.04). (iii) The ADS Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted ADS Prices shall equal the ADS Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the ADS Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional ADSs within the table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 15.04 (other than by operation of an adjustment to the Conversion Rate by adding Additional ADSs).

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option IV and paragraph 6 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock and/or Expedia Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the applicable Conversion Price, determined as hereinafter providedPrice and applicable Expedia Conversion Price then in effect, in effect at each case as and to the time of conversion; provided, however, that if such extent set forth below. (b) If a Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to a Change of Control Purchase Notice in accordance with Article XIIIII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, Purchase Date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase Holder withdraws its election pursuant to Article III or Article XII and is then subsequently withdrawnSection 4.01(e)). (c) If IAC elects Share Settlement, such conversion right shall no longer be terminated, and (i) the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the aggregate principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date and (ii) the number of shares of Expedia Stock issuable upon conversion of a Security shall be determined by dividing the aggregate principal amount of the Security or portion thereof surrendered for conversion by the Expedia Conversion Price in effect on the Conversion Date. The initial Conversion Price is and initial Expedia Conversion Price are set forth in paragraph 8 6 of the Securities and is are subject to adjustment as provided in this Article IV. . (d) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . (e) A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c) 3.02(c), exercising the option of such Holder to require the Company to purchase such Security Security, may be converted only (1) if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a the Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.2. 3.03 or (2) pursuant to the deemed withdrawal of such notice under Section 3.02(c). (f) A Holder of Securities is not entitled to any rights of a holder of Common Stock and/or Expedia Stock until such Holder has converted its Securities to Common Stock and/or Expedia Stock, and only to the extent such Securities are deemed to have been converted into Common Stock and/or Expedia Stock pursuant to this Article IV.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 5.01, a Holder of a Security may, at the option Holder's option, convert the principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereofclose of business on the Business Day immediately proceeding November 1, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock2008, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII4, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Optional Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV5. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c4.08(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.24.09. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV5.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 3.01, a Holder of a Security may convert such Security at any time after the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that date hereof (but if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant Nine, then only to Article XII, such conversion right shall terminate at and including but not after the close of business on the second fifth Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless provided that no default by the Company shall default in making the payment of the Redemption Price or Change in Control Repurchase Price payment when due, shall have occurred and be continuing on the Redemption Date in which case the such right of conversion right shall terminate be reinstated), at the close Conversion Price (as hereinafter defined) then in effect into shares of business on the date such default is cured and such Security is redeemed or purchasedCompany’s Common Stock; provided that, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and if the Holder of such a Security may convert tenders such Security pursuant to this Section 4.1an Offer to Purchase made as a result of a Change in Control, such Security may only be converted if such Holder properly withdraws its election to participate in such Offer to Purchase prior to consummation of such Offer to Purchase. The number of shares of the Company’s Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and is subject Subject to adjustment or voluntary reduction as provided in this Article IV3, the “Conversion Price” shall be calculated as follows: Sixth Month First 18th Month Second Anniversary of Conversion Price $ 14.39 $ 14.17 $ 13.97 $ 13.76 $ 13.56 In the event that the Conversion Date shall be a date between any of the dates specified in the table above (but prior to the second anniversary of the Closing Date), the Conversion Price shall be calculated on the basis of the decrease in the Conversion Price between such dates based a period of 180 days. A Holder may convert a portion of a Security equal to $1.00 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of the Company’s Common Stock until such Holder has converted its Securities to the Company’s Common Stock, and only to the extent such Securities are deemed to have been converted into the Company’s Common Stock pursuant to this Article IV3.

Conversion Privilege. To convert a Security, a Holder must (a1) Subject complete and sign a notice of election to convert substantially in the forms set forth in Exhibits A and B hereto (each, a "Conversion Notice"), (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar, Transfer Agent or Conversion Agent and (4) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent, a certificate for the number of whole Conversion Shares issuable upon compliance with such conversion and a check for any fractional Conversion Share determined pursuant to Section 10.04 and (except as provided in the provisions next paragraph) for interest on such Security accrued through the Conversion Date. The person in whose name the certificate for Conversion Shares is to be registered shall become the shareholder of this Article IVrecord on the Conversion Date and, at the option as of the HolderConversion Date, any Security or any portion the rights of the principal amount Holder of the Securities shall cease as to the portion thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversionso converted; provided, however, that if such no surrender of a Security is called for redemption pursuant on any date when the stock transfer books of the Company shall be closed shall be effective to Article III or submitted or presented for repurchase pursuant constitute the Person entitled to Article XII, receive the Conversion Shares upon such conversion right as the shareholder of record of such shares of Common Stock on such date, but such surrender shall terminate be effective to constitute the Person entitled to receive such Conversion Shares as the shareholder of record thereof for all purposes at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for next succeeding day on which such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, stock transfer books are open; provided further that such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by at the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Securities and is subject to Company had not been closed. No payment or adjustment as provided in this Article IV. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security will be made in respect of which dividends or distributions on Conversion Shares. If any Holder surrenders a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to for conversion after the close of business on the Business Day immediately preceding Record Date for the Change in Control Repurchase payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date in accordance with Section 12.2. A shall be paid to the Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV.such

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, a Holder of a Security may, at the option Holder's option, convert the principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion Price, determined as hereinafter provided, Price then in effect at the time of conversioneffect; provided, however, that that, if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default Default in making the Redemption Price redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default Default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion 33 -27- Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject A Holder of an Applicable Security may convert such Applicable Security into Common Stock at any time during the periods and subject to and upon compliance with the conditions stated in paragraph 8 of the Applicable Securities, subject to the provisions of this Article IV, at the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1VIII. The number of shares of Common Stock issuable upon conversion of a an Applicable Security per $1,000 of principal amount thereof (the "Conversion Rate") shall be determined by dividing in accordance with the provisions of paragraph 8 of the Applicable Securities. The initial number of shares of Common Stock issuable upon conversion of an Applicable Security per $1,000 of principal amount thereof shall equal 45.3515, subject to adjustment. A Holder may convert a portion of the principal amount of an Applicable Security if the Security portion is $1,000 or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 an integral multiple of the Securities and is subject to adjustment as provided in this Article IV$1,000. Provisions of this Supplemental Indenture that apply to conversion of all of a an Applicable Security also apply to conversion of a portion of a an Applicable Security. A Security The Trustee (or other Conversion Agent appointed by the Company) shall, on behalf of the Company, determine on a daily basis whether the Applicable Securities shall be convertible as a result of the occurrence of an event specified in respect paragraph 8 of which a Holder has delivered a Change in Control Repurchase Notice the Applicable Securities and, if the Applicable Securities shall be convertible, the Trustee (or other Conversion Agent appointed by the Company) shall promptly deliver to the Company and the Trustee (if the Trustee is not the Conversion Agent) written notice thereof. Whenever the Applicable Securities shall become convertible pursuant to Section 12.1(c) exercising the option of such Holder to require foregoing condition, the Company or, at the Company's request, the Trustee in the name and at the expense of the Company, shall promptly notify the Holders of the event triggering such convertibility in the manner provided under the Indenture, and the Company shall use its reasonable best efforts to purchase publish such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business information on the Company's website and publicly announce such information through Dow ▇▇▇▇▇ & Company, Inc. or Bloomberg Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2News. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed Any notice so given shall be conclusively presumed to have been converted into Common Stock pursuant to this Article IVduly given, whether or not the Holder receives such notice.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 4.1, at a Holder of a Security may convert the option principal amount of the Holder, any such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion PricePrice then in effect; PROVIDED, determined as hereinafter providedHOWEVER, in effect at the time of conversion; providedthat, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, redemption date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price or Change in Control Repurchase Price redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may beredeemed). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. . A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IV, at the option 4 and paragraph 8 of the HolderSecurities, any a Holder of a Security may convert the principal amount of such Security (or any portion of the principal amount thereof which is an equal to $1,000 or any integral multiple of $1,000 may be converted in excess thereof) into Common Stock at any time prior to the principal amount thereof, or close of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stockbusiness on the Final Maturity Date, at the Conversion PricePrice then in effect; PROVIDED, determined as hereinafter providedHOWEVER, in effect at the time of conversion; providedthat, however, that if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase purchase pursuant to Article XII3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Redemption Date or Change in Control Repurchase Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the Redemption Price applicable redemption payment or Change in Control Repurchase Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and the Holder of such Security may convert such Security pursuant to this Section 4.1. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article IV4. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Purchase Notice pursuant to Section 12.1(c3.8(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Purchase Date in accordance with Section 12.23.9. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article IV4.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article IVSection 3.01, a Holder of a Security may convert such Security at any time after the option of the Holder, any Security or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion; provided, however, that date hereof (but if such Security is called for redemption pursuant to Article III or submitted or presented for repurchase pursuant Nine, then only to Article XII, such conversion right shall terminate at and including but not after the close of business on the second fifth Business Day immediately preceding the Redemption Date or Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless provided that no default by the Company shall default in making the payment of the Redemption Price or Change in Control Repurchase Price payment when due, shall have occurred and be continuing on the Redemption Date in which case the such right of conversion right shall terminate be reinstated), at the close Conversion Price (as hereinafter defined) then in effect into shares of business on the date such default is cured and such Security is redeemed or purchasedCompany’s Common Stock; provided that, as the case may be). If such Security is submitted or presented for purchase pursuant to Article III or Article XII and is then subsequently withdrawn, such conversion right shall no longer be terminated, and if the Holder of such a Security may convert tenders such Security pursuant to this Section 4.1an Offer to Purchase made as a result of a Change in Control, such Security may only be converted if such Holder properly withdraws its election to participate in such Offer to Purchase prior to consummation of such Offer to Purchase. The number of shares of the Company’s Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and is subject Subject to adjustment or voluntary reduction as provided in this Article IV3, the “Conversion Price” shall be calculated as follows: Sixth Month First 18th Month Second Anniversary of Conversion Price $ 22.06 $ 21.73 $ 21.41 $ 21.10 $ 20.78 In the event that the Conversion Date shall be a date between any of the dates specified in the table above (but prior to the second anniversary of the Closing Date), the Conversion Price shall be calculated on the basis of the decrease in the Conversion Price between such dates based a period of 180 days. A Holder may convert a portion of a Security equal to $1.00 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 12.1(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date in accordance with Section 12.2. A Holder of Securities is not entitled to any rights of a holder of the Company’s Common Stock until such Holder has converted its Securities to the Company’s Common Stock, and only to the extent such Securities are deemed to have been converted into the Company’s Common Stock pursuant to this Article IV3.