Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for interest, dividends or other distributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the securities into which the Security is convertible which are issuable upon such conversion or on account of any dividends on the Common Stock issued cash payable upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable same series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security of the same series in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (1) complete and sign the conversion privilegenotice on the back of the Security, (2) surrender the Security to the Trustee, (3) furnish appropriate endorsements and transfer documents if required by the Trustee, (4) pay any transfer or similar tax if required, and (5) provide funds, if applicable, required pursuant to the next paragraph. The date on which the Holder satisfies all such requirements is the conversion date. As soon as practicable, the Holder of any Security Company shall deliver, or shall cause the Trustee to be converted shall surrender to deliver, upon the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency order of the Company maintained pursuant to Section 9.2Holder, accompanied by written notice a certificate for the number of full shares of Common Stock or such other security issuable upon the conversion and a check for any fractional share. The Persons in substantially whose name the form set forth in certificate is registered shall be treated as a stockholder of record on and after the conversion date. Any Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on the record date for any Regular Record Date next preceding any Interest Payment Date interest payment date to the opening close of business on such Interest Payment Date the Business Day next preceding the following interest payment date shall (except in the case of Securities unless such Security or portions portion thereof which shall have been called for redemption on a Redemption Date within date fixed for redemption which occurs during the period beginning at the close of business on such periodrecord date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Company, of an amount equal to the interest otherwise payable on such Interest Payment Date interest payment date on the principal Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Default in the payment of Securities being surrendered interest on the Securities. Notwithstanding Section 3.1, if a holder has paid an amount equal to the interest otherwise payable in accordance with the preceding sentence and the Company thereafter defaults in the payment of interest on such interest payment date, such Defaulted Interest, together with interest thereon shall be paid to the Person who made such required payment no later than the payment date set in accordance with Section 11.1. Except as provided above in this Section 14.2, no payment or other adjustment shall be made for conversioninterest accrued on any Security converted or for dividends on any securities issued on conversion of the Security. Except as provided in the immediately preceding sentenceparagraph, no payment the Company’s delivery of the fixed number of shares of Common Stock, Preferred Stock or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall such other security into which a Security is convertible will be deemed to have been converted immediately prior satisfy the Company’s obligation to pay the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights Principal amount of the Holders of such Securities as Holders shall cease, Security and the Person all accrued interest (and original issue discount) that has not previously been (or Persons entitled to receive the is not simultaneously being) paid. The Common Stock issuable upon conversion shall be or such other security is treated for all purposes as issued first in payment of accrued interest (and original issue discount) and then in payment of Principal. Thus, accrued interest (and original issue discount) are treated as paid rather than canceled. If a Holder converts more than one Security at the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares issuable and payment pursuant to Section 14.3 upon the conversion shall be based on the total Principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal Principal amount equal to the unconverted portion Principal amount of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such To convert a Security, duly endorsed or assigned to a holder must satisfy the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in the Securities, 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 shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 1404, The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such person's rights as a Holder with respect to the converted Security (except in the case shall cease; provided, however, that no surrender of a depositary of a Global Security, for which Security on any date when the customary procedures stock transfer books of the depositary will apply). Securities surrendered Company shall be closed shall be effective to constitute the person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person entitled to receive such shares of Common Stock as the stockholder of record thereof for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.Security surrendered,

Conversion Procedure. In order to exercise To convert a Security, a Holder must (1) complete and sign the conversion privilegenotice on the back of the Security, (2) surrender the Security to the Trustee, (3) furnish appropriate endorsements and transfer documents if required by the Trustee, (4) pay any transfer or similar tax if required, and (5) provide funds, if applicable, required pursuant to the next paragraph. The date on which the Holder satisfies all such requirements is the conversion date. As soon as practicable, the Holder of any Security Company shall deliver, or shall cause the Trustee to be converted shall surrender to deliver, upon the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency order of the Company maintained pursuant to Section 9.2Holder, accompanied by written notice a certificate for the number of full shares of Common Stock or such other security issuable upon the conversion and a check for any fractional share. The Persons in substantially whose name the form set forth in certificate is registered shall be treated as a stockholder of record on and after the conversion date. Any Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on the record date for any Regular Record Date next preceding any Interest Payment Date interest payment date to the opening close of business on such Interest Payment Date the Business Day next preceding the following interest payment date shall (except in the case of Securities unless such Security or portions portion thereof which shall have been called for redemption on a Redemption Date within date fixed for redemption which occurs during the period beginning at the close of business on such periodrecord date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Company, of an amount equal to the interest otherwise payable on such Interest Payment Date interest payment date on the principal Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Default in the payment of Securities being surrendered interest on the Securities. Notwithstanding Section 3.1, if a holder has paid an amount equal to the interest otherwise payable in accordance with the preceding sentence and the Company thereafter defaults in the payment of interest on such interest payment date, such Defaulted Interest, together with interest thereon shall be paid to the Person who made such required payment no later than the payment date set in accordance with Section 11.1. Except as provided above in this Section 15.2, no payment or other adjustment shall be made for conversioninterest accrued on any Security converted or for dividends on any securities issued on conversion of the Security. Except as provided in the immediately preceding sentenceparagraph, no payment the Company’s delivery of the fixed number of shares of Common Stock, Preferred Stock or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall such other security into which a Security is convertible will be deemed to have been converted immediately prior satisfy the Company’s obligation to pay the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights Principal amount of the Holders of such Securities as Holders shall cease, Security and the Person all accrued interest (and original issue discount) that has not previously been (or Persons entitled to receive the is not simultaneously being) paid. The Common Stock issuable upon conversion shall be or such other security is treated for all purposes as issued first in payment of accrued interest (and original issue discount) and then in payment of Principal. Thus, accrued interest (and original issue discount) are treated as paid rather than canceled. If a Holder converts more than one Security at the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares issuable and payment pursuant to Section 15.3 upon the conversion shall be based on the total Principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal Principal amount equal to the unconverted portion Principal amount of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The first Business Day on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionthe conversion and cash in lieu of any fractional share determined pursuant to Section 1303. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the next Business Day following the Conversion Date. Upon conversion or exchange of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 13. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date of the Security through and including the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares pursuant to Section 1303) for the Security being converted pursuant to the provisions hereof; and the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through and including the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is not a Business Day, the Security may be surrendered on the next succeeding day that is a Business Day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount Security surrendered. A Holder may surrender for conversion a Security called for redemption at any time prior to the close of business on the second Business Day prior to any Redemption Date, even if it is not otherwise convertible at such Securitytime. A Security for which a Holder has delivered a Purchase Notice or a Change in Control Purchase Notice as described above requiring the Company to purchase the Security may be surrendered for conversion only if such notice is withdrawn in a timely manner in accordance with the terms of this Indenture. The Conversion Rate will not be adjusted for accrued Original Issue Discount. A certificate for the number of full shares of Common Stock into which any Security is converted, together with any cash payment for fractional shares, will be delivered through the Conversion Agent as soon as practicable following the Conversion Date.

Conversion Procedure. In order to exercise the conversion privilege, the Holder To convert a Security of any Security to be converted shall series, a Holder must surrender to the Company such Security, duly endorsed or assigned to the Company Issuer or in blank, at any office or agency of the Company Issuer maintained pursuant to Section 9.2for that purpose, accompanied by written notice to the Issuer at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. The date on which the Holder satisfies all those requirements is the conversion date. As soon as practicable after the conversion date, the Issuer shall deliver to the Holder through the Conversion Agent a certificate for the number of shares of Common Stock issuable upon the conversion and cash or its check in substantially lieu of any fractional share. The Person in whose name the form set forth certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security (except surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the case Security may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day. The Issuer will not be required to deliver certificates for shares of Common Stock upon conversion while its stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Common Stock shall be delivered as soon as the customary procedures of the depositary will apply)stock transfer books shall again be opened. Securities of any series surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Issuer on or after such Interest Payment Date unless the Issuer shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the last paragraph of Section 2.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order to exercise To convert a Security of any series, a Holder must satisfy the requirements for conversion contained on the Securities of that series. The date on which the Holder satisfies all those requirements is the conversion privilegedate. 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 shares of Parent Stock deliverable upon the conversion and cash or its check in lieu of any fractional share. The person in whose name the certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted shall surrender to the Company such Securityis a Legal Holiday in a place where a Conversion Agent is located, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in may be surrendered to that Conversion Agent on the case next succeeding day that is not a Legal Holiday. The Company will not be required to deliver certificates for shares of Parent Stock upon conversion while the Parent's stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Parent Stock shall be delivered as soon as the customary procedures stock transfer books shall again be opened. Registered Securities of the depositary will apply). Securities any series surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Registered Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Company on or after such Interest Payment Date unless the Company shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the penultimate paragraph of Section 2.13, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Registered Securities surrendered for conversion or on account of any dividends on the Common Parent Stock issued upon conversion. If Bearer Securities of a series are convertible into Parent Stock, then such Securities, to be converted, shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionsurrendered, together with any payment all unmatured coupons and all matured coupons in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereofdefault appertaining thereto, at the expense of place and in the Company, a new Security or manner specified for Bearer Securities of the applicable said series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securityas contemplated by Section 2.02. Section 10.04.

Conversion Procedure. In order The right to exercise convert any Security may be exercised by delivery of such Security at the Company’s office, accompanied by a completed and duly signed conversion privilegenotice, in the form attached hereto as Exhibit B (a “Conversion Notice”) and payment of any tax or duty, in accordance with Section 5(d) hereto, which may be payable in respect of any transfer involving the issue or delivery of the Conversion Shares or Warrants in the name of a Person other than the Holder of any Security to the Security. The “Conversion Date” shall be converted shall surrender to the Company such Security, duly endorsed or assigned to Business Day on which the Company or in blank, at any office or agency Holder satisfies all of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment if all such requirements shall have been satisfied by 5:00 p.m., New York City time, on such day, and in all other cases, the Conversion Date shall be made upon the next succeeding Business Day, and any conversion on account property or economic benefit to which a Holder would have been entitled as a recipient of any interest accrued on a dividend or other distribution from and after the Securities surrendered Conversion Date shall be held in trust for conversion the benefit of such Holder. The person in whose name the certificate or on account of any dividends on certificates representing the Common Stock issued upon conversion. Securities Conversion Shares is registered shall be deemed to have been converted immediately prior to the close be a stockholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the Common Stock issuable Conversion Shares upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after Conversion Shares on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the Company person or persons entitled to receive such Conversion Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open. The person in whose name the certificates or other instruments representing the Securities or Warrants are registered shall issue and shall deliver at such office or agency not be deemed to be a certificate or certificates for the number stockholder of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction record. Upon conversion of a shareSecurity, as provided in Section 12.3. In the case of any person holding such Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the no longer be a Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "CONVERSION NOTICE") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "CONVERSION DATE." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security, a Holder must satisfy the requirements in Paragraph 7 of the Securities. The date on which the Holder satisfies all those requirements is the “conversion date.” In order accordance with Section 10.03, the Company shall deliver to exercise the Holder through the Trustee (who shall deliver to the Conversion Agent) a certificate for, or a book-entry notation of, the Conversion Shares and Cash in lieu of any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion privilegedate. Except as described below, no payment or adjustment will be made for accrued interest on a converted Security or for dividends or distributions on any shares of Common Stock issued on or prior to conversion. Delivery by the Company to the Holder of any the Security to be converted shall surrender to of the Company such Security, duly endorsed or assigned to the Company or in blankConversion Shares, at any office or agency the conversion rate in effect at such time shall satisfy the obligations of the Company maintained pursuant to pay the principal amount of such Security being converted and the accrued but unpaid interest on such Security through the conversion date; any such accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited. The conversion rate in effect at any time will be adjusted only in accordance with Section 9.2, accompanied by written notice of 10.06 through 10.13; the conversion in substantially the form set forth in the rate will not be adjusted to account for accrued interest. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest, if any, payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities notes being surrendered for conversion. Except as ; provided further however, that such payment to the Conversion Agent described in the immediately preceding sentence, no payment proviso shall not be required for conversions following the record date immediately preceding the Maturity Date; if the Company has specified a Change in Control Repurchase Date that is after a record date and on or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close corresponding interest payment date; or to the extent of business on any overdue interest, if any overdue interest exists at the day time of conversion with respect to such Securities. If a Holder has delivered an Option of Holder to Elect Repurchase Notice pursuant to Section 3.01, the Holder may not surrender of such Securities that Security for conversion until the Holder has withdrawn the Option of Holder to Elect Repurchase Notice in accordance with the foregoing provisions, and at such time the rights of the Holders Section 3.02. A Holder may convert fewer than all of such holder’s Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes so long as the record holder or holders Securities converted are an integral multiple of such Common Stock $1,000 principal amount. If a Holder converts more than one Security at and after such the same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order (a) To convert a Note represented by a Global Note, a Noteholder must convert by book-entry transfer to exercise the Conversion Agent through the facilities of the Depositary. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice (specifying if such conversion is for shares of Common Stock or Junior Convertible Preferred Stock), a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay all transfer or similar taxes. The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 12.03, of the occurrence of such Conversion Date. (b) As promptly as practicable and in any case within three (3) Trading Days following the Conversion Date applicable to the Notes being converted, the Company shall deliver to the Holder, through the Conversion Agent, the shares of Common Stock or Junior Convertible Preferred Stock, as applicable, required to be delivered upon the conversion privilegeof such Notes and, the Holder if applicable, any Cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.210.03 hereof. The person in whose name the certificate representing any shares is registered shall be treated as a stockholder of record on and after the Conversion Date. (c) No payment or adjustment will be made for dividends on, accompanied by written notice of or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion in substantially the form set forth in the Security (except in the case of a depositary Note, a Noteholder will not receive, except as described below, any separate Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Common Stock or Junior Convertible Preferred Stock, as applicable, and, if applicable, Cash in lieu of fractional shares, if any, received by the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock or Junior Convertible Preferred Stock, as applicable, and Cash, if any, will thus be deemed (1) to satisfy the Company’s obligation to pay the principal amount of a Global SecurityNote and (2) to satisfy the Company’s obligation to pay accrued and unpaid interest on the Note. As a result, for which the customary procedures upon conversion of the depositary will apply). Securities a Note, accrued and unpaid interest on such Note is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Holders of Notes surrendered for conversion during the period from the close Close of business Business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on of such Interest Payment Date shall (except in will receive the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the semiannual interest payable on such Notes on the corresponding Interest Payment Date on notwithstanding the principal conversion, and such Notes upon surrender must be accompanied by funds equal to the amount of Securities being surrendered for conversion. Except as such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding sentencethe Maturity Date, no payment (y) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or adjustment shall be made upon any conversion on account prior to the corresponding Interest Payment Date or (z) to the extent of any interest accrued on Defaulted Interest, if any Defaulted Interest exists at the Securities time of conversion with respect to such Note. The Company shall not be required to convert any Notes that are surrendered for conversion or on account without payment of any dividends on interest as required by this paragraph. (e) If the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Holder converts more than one Note at the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionssame time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable or Junior Convertible Preferred Stock, as applicable, that shall be delivered upon conversionconversion and the Cash payment, together with any payment if any, in lieu of any fraction fractional shares shall be based on the total principal amount of the Notes converted. (f) Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of Note in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 10 of the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate (the “Conversion Date”). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5.03. The person in whose name the certificate is registered shall become the shareholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned such person’s rights as a Noteholder with respect to the Company or in blankconverted Security shall cease; provided, at however, that no surrender of a Security on any office or agency date when the stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person entitled to receive the shares of Common Stock upon such conversion as the shareholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case shareholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all of those requirements is the conversion privilegedate. As soon as practicable after the conversion date, the Holder of any Security to be converted Company shall surrender deliver to the Company Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share. The person in whose name the certificate is registered shall become the stockholder of record on the conversion date and, as of such date, such person's rights as a Securityholder shall cease. No payment or adjustment will be made for accrued interest on a converted Security or for dividends or distribution on shares of Common Stock issued upon conversion of a Security, duly endorsed or assigned to the Company or in blank, at but if any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date. In such event, such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted. If the Company defaults in the payment of interest payable on the interest payment date, the Trustee shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of whole shares issuable upon the conversion shall be based on the total principal amount of Securities being surrendered for conversionconverted. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of Upon surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) notices may be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of delivered and such Securities may be surrendered for conversion in accordance with the foregoing provisionsApplicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, and at such time however, that no surrender of a Security on any date when the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at and after the close of business on the next succeeding Business Day on which such timestock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. As promptly as practicable Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on or after the shares of Common Stock issued upon conversion dateof a Security. Upon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) have satisfied any necessary filing requirements under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in respect of its acquisition of the shares of Common Stock upon such conversion and the waiting period under such HSR Act shall have expired or been terminated without objection to such acquisition, (e) have received any other necessary regulatory consents to its acquisition of the shares of Common Stock upon such conversion and (f) pay any transfer or similar tax if required pursuant to Section 3.04 hereof. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The notice of conversion shall state that the Holder has satisfied or will have satisfied prior to the issuance of shares of Common Stock upon conversion of such principal amount, and any accrued and unpaid interest thereon, any and all legal or regulatory requirements for conversion, including compliance with the Securities Act, the Exchange Act and the HSR Act. The Company shall use its reasonable best efforts in cooperating in a timely manner with such Holder of any Security to be converted shall surrender obtain such legal or regulatory approvals to the extent its cooperation is necessary. 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 shares of the Company’s Common Stock issuable upon the conversion, payment for accrued and unpaid interest on such Security, duly endorsed or assigned to the Company or and cash in blank, at lieu of any office or agency of the Company maintained fractional shares pursuant to Section 9.2, accompanied by written notice of conversion 3.03. The Person in substantially whose name the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to be a stockholder of record on and after the close of business on Conversion Date, as the day of case may be; provided that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person or Persons entitled to receive the shares of the Company’s Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of the Company’s Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of the Company’s Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; and after provided, further, that such timeconversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. As promptly as practicable on or Upon conversion of a Security, such Person shall no longer be a Holder of such Security. If any Holder surrenders a Security for conversion after the conversion dateclose of business on the Regular Record Date for the payment of an installment of interest and before the close of business on the related Interest Payment Date, the Company shall pay accrued interest, if any, through the Conversion Date to the Holder of such Security on such Regular Record Date. On conversion of a Security, that portion of accrued original issue and discount attributable to the period from the Closing Date to the Conversion Date with respect to the converted Security shall deliver not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of shares of the Company’s Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of the Company’s Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate Claimed Amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of McDATA shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of McDATA had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption on a Redemption Date within during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "CONVERSION DATE." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on the date during the period beginning at the close of business on a Redemption Date within regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Board Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Board Resolution or the Security to be converted shall surrender (or completely and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such conversion notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Issuer will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion shares and not later than the seventh business day following the Conversion Date in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in Common Stock or other securities. Securities surrendered If a Registered Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Registered Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the Holder of such Security on the immediately preceding sentencerecord date. A Bearer Security presented for conversion must be accompanied by all unmatured coupons. Subject to the aforesaid right of the Holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionssame time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares or other Securities issuable or cash payable upon the conversion shall be based on the total principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company Security Registrar shall execute and authenticate for the Trustee Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered; except that if a Global Security is so surrendered the Security Registrar shall authenticate and deliver to the Holder thereof, at the expense of the Company, Depositary a new Global Security or Securities of the applicable series of authorized denominations in aggregate principal amount a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe Global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day.

Conversion Procedure. In order to exercise To convert a Debenture, a Holder must satisfy the requirements in paragraph 8 of the Debentures. The date on which the Holder satisfies all of those requirements is the conversion privilegedate. As soon as practicable after the conversion date, the Holder of any Security to be converted Company shall surrender deliver to the Company Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share. The person in whose name the certificate is registered shall become the stockholder of record on the conversion date and, as of such Securitydate, duly endorsed or assigned to the Company or in blank, at any office or agency such person's rights as a Debentureholder shall cease. Holders of the Company maintained pursuant Debentures at the close of business on an interest payment record date will be entitled to Section 9.2, accompanied by written notice of receive the interest payable on such Debentures on the corresponding interest payment date notwithstanding the conversion in substantially thereof or the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures Company's default on payment of the depositary will apply)interest due on such interest payment date. Securities However, the Debentures surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date interest payment record date to the opening of business on such Interest Payment Date shall the corresponding interest payment date (except in the case of Securities or portions thereof which have been Debentures called for redemption on a Redemption Date within redemption date during such period) must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date Debentures on such interest payment date. Any Holder of the principal Debentures on an interest payment record date who (or whose transferee) converts the Debentures on an interest payment date will receive the interest payment on such Debentures by the Company on such date, and the converting holder need not include payment in the amount of Securities being surrendered such interest upon surrender of the Debentures for conversion. Except as provided in the immediately preceding sentenceabove, no payment or adjustment shall will be made upon any conversion on account of any accrued interest accrued on the Securities surrendered for upon conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders Debentures. If a Holder converts more than one Debenture at the same time, the number of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock whole shares issuable upon the conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Debentures converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Debenture that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations Debenture equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityDebenture surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all applicable requirements in the Securities or the Board Resolution and, if required, (i) complete and manually sign the conversion privilege, notice (the Holder of any “Conversion Notice”) provided for in the Board Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) furnish appropriate endorsements and transfer documents, and (iv) pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the “Conversion Date.” Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth Business Day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh Business Day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered for conversion during If any Security is converted between the period from the close of business on any Regular Record Date for the payment of interest and the next preceding any succeeding Interest Payment Date to the opening of business on Date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an Interest Payment Date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such Interest Payment Date to the registered holder of such Security on the immediately preceding sentenceRegular Record Date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for interest, dividends or other distributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the securities into which the Security is convertible which are issuable upon such conversion or on account of any dividends on the Common Stock issued cash payable upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable same series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a Security in global form is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new a Security in global form of the same series in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe Security in global form so surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "CONVERSION NOTICE") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "CONVERSION DATE." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth Business Day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 15 of the Securities. The date on which the holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). Following the Conversion Date, the Holder Company shall deliver to the holder through the Conversion Agent, in accordance with Section 11.20, a certificate for the number of full shares of Common Stock issuable upon the conversion (or, at the option of the Company, cash in lieu thereof) and cash in lieu of any Security fractional share determined pursuant to be converted Section 11.03. The Company shall surrender determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officers' Certificate delivered to the Company Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such Securitycertificate. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, duly endorsed or assigned to however, that no surrender of a Security on any date when the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, accompanied but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a holder of such Security. Holders may surrender a Security for conversion by written notice means of conversion book-entry delivery in substantially accordance with the form set forth regulations of the applicable book-entry facility. Except as described in the Security (except in the case proceeding sentence, no payment or adjustment will be made upon conversion of a depositary of a Global Securityany Securities for interest or Additional Amounts, if any, accrued on such Securities or for which the customary procedures of the depositary will apply)dividends on, or other distributions with respect to, any Common Stock issued. If Securities surrendered not called for conversion redemption are converted during the period from the close of business on any the Regular Record Date next immediately preceding any Interest Payment Date to through the opening close of business on the last trading day immediately preceding such Interest Payment Date shall (except in the case of Date, such Securities or portions thereof which have been called for redemption on a Redemption Date within such period) must be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Company, of an amount equal to the interest and Additional Amounts, if any, otherwise payable on such Interest Payment Date on the principal amount of Securities the Security then being surrendered for conversionconverted. Except as provided in On conversion of a Security into shares of Common Stock, the immediately preceding sentenceaccrued and unpaid interest and Additional Amounts, no payment if any, attributable to the period from the Issue Date of the Security through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities forfeited, but rather shall be deemed to have been converted immediately prior be paid in full to the close holder thereof through delivery of business on the day Common Stock (together with the cash payment, if any, in lieu of surrender fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such Securities shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for conversion in accordance with the foregoing provisions, accrued cash interest and at such time any Additional Amounts through the rights of the Holders of such Securities as Holders shall ceaseConversion Date, and the Person balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest and any Additional Amounts will be payable upon conversion of Securities made concurrently with or Persons entitled to receive after acceleration of Securities following an Event of Default. If the holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders aggregate principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion dateUpon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Companyholder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any (a) To convert a Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied that is represented by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which a Holder must convert by book-entry transfer to the customary procedures Conversion Agent through the facilities of the depositary DTC. The Trustee shall, within one Business Day upon receipt of a Holder's conversion by book-entry transfer, provide notice to the Company, as set forth in Section 11.02(b). (b) To convert a Security that is represented by a Certificated Security, a Holder must (1) complete and manually sign the conversion notice a form of which is on Exhibit C to this Indenture, the Form of Reverse Side of Security, (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. (c) The person in whose name the certificate representing any shares is registered shall be treated as a stockholder of record on and after the date a Security is surrendered and the shares of Common Stock issuable upon conversion of a Note are delivered (the "Settlement Date"); provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the Net Share Amount upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. (d) The ability to surrender Securities for conversion will apply)expire at the close of business on the Business Day immediately preceding the Maturity Date. (e) Holders of Securities at the close of business on a Regular Record Date will receive payment of the interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Securities at any time after the close of business on the applicable Regular Record Date. Securities surrendered for conversion during the period from by a Holder after the close of business on any Regular Record Date but prior to the next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable payment that is due on such these Securities on that Interest Payment Date; provided, however, that no such payment need be made (1) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the principal amount next Interest Payment Date, (2) if the Company has specified a Purchase Date following a Regular Record Date and on or prior to the next Interest Payment Date, or (3) only to the extent of overdue interest, of any overdue interest exists at the time of conversion with respect to such Securities. The Company will not be required to convert any Securities being that are surrendered for conversion. Except conversion without payment of interest as required by this Article 11. (f) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account this Article 11. Holders of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall conversion will not be deemed entitles to have been converted immediately prior receive any dividends payable to Holders of the Common Stock as of any Regular Record Date before the close of business on the settlement date of the conversion right. On conversion of a Security, accrued interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Required Cash Amount and Net Share Amount, if any (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. (g) If the Holder converts more than one Security at the same time, the Required Cash Amount and Net Share Amount, if any (together with the cash payment, if any, in lieu of fractional shares) shall be based on the total Principal Amount of the Securities converted. (h) If the last day of on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. (i) Upon surrender of such Securities for conversion a Security that is converted in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datepart, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount Security surrendered. (j) Upon determining that the Holders are entitled to convert their Securities in accordance with the provisions of this Indenture, the Company will promptly (1) issue a press release and use its reasonable efforts to post such Securityinformation on its website or otherwise publicly disclose this information or (2) provide notice to the Holders of the Securities in a manner contemplated by this Indenture, including through the facilities of DTC.

Conversion Procedure. In order to exercise (a) To convert a Security, a Holder must (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (ii) surrender the Security (if in certificated form) to a Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (iv) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3, accompanied by written notice of conversion or (or shall deliver only cash to the extent the Company elects to pay the principal amount in substantially accordance with subsection 4.1(a)(2) in cash). Anything herein to the form set forth in the Security (except contrary notwithstanding, in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (c) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security and the delivery by the Company of the Common Stock issuable upon such conversion will be deemed to satisfy the Company's obligation to pay the principal amount of, plus accrued and unpaid interest on, the Security. Upon conversion, accrued and unpaid interest will be deemed paid in full rather than canceled, extinguished or forfeited. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (d) Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date the next succeeding interest payment date (e) Nothing in this Section shall (except affect the right of a Holder in whose name any Security is registered at the case close of Securities or portions thereof which have been called for redemption business on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable record date to the Company of an amount equal to receive the interest payable on such Interest Payment Date Security on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no related interest payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. (f) Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal Security surrendered. (g) If an Event of Default has occurred and is continuing (other than an Event of Default in a cash payment upon conversion of the Securities), the Company may not pay cash upon conversion of any Security or a portion of a Security (other than cash for fractional shares). (h) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Global Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (i) The delivery to the Holder of Common Stock of the Company issuable upon conversion of a Security will be treated as a payment (in an amount equal to the sum of the then fair market value of such SecurityCommon Stock and cash payment in lieu of fractional shares, if any) on the Security for purposes of the U.S. Treasury regulations governing contingent payment debt instruments.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date The Conversion Agent shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to notify the Company of an amount equal to the interest payable on such Interest Payment Conversion Date on within one Business Day following the principal amount of Securities being surrendered for conversionConversion Date. Except as provided in Within two Business Days following the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and deliver to the Holder, through the Trustee, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 3.03 hereof. If the Company shall have notified the Holder that all of such Security shall be converted into shares of Common Stock, the Company shall deliver at such office or agency to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the fifth Business Day following the Conversion Date a certificate or certificates for the number of full shares of Common Stock issuable deliverable upon conversionthe conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the last sentence in the third paragraph of Section 11.01 hereof, if the Company shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the last sentence in the third paragraph of Section 11.01 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, attributable to the period from the Issue Date of the Security through but not including the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof (except to the extent that semiannual and Contingent Cash Interest are paid in cash as provided in paragraph 9 of the Securities); and such cash, if any, and/or the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered, to the extent thereof, first in exchange for accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion at any time during the applicable fiscal quarter, (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the continuance of the credit downgrade as more fully described in paragraph 9 of the Security, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day; but in each of (a), (b), (c) and (d) above, in no event later than the close of business on May 11, 2033. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must -------------------- satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in a certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 9 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Tax Original Issue Discount and increases in the Contingent Principal Amount attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued contingent interest, if any, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued Tax Original Issue Discount and the increase in Contingent Principal Amount from the Issue Date through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on all Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on the Business Day immediately proceeding March 13, 2032, (b) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the credit downgrade as more fully described in paragraph 9 of the Security, (c) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Securityglobal Securities, conversion notices may be delivered and such Securities may be surrendered for which conversion in accordance with the customary applicable procedures of the depositary will apply)Depositary as in effect from time to time. Securities surrendered The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security; PROVIDED, HOWEVER, that interest accrued to but excluding November 1, 2002 shall be paid on any Regular Record Date next preceding Security called for redemption pursuant to Article 3 and surrendered for conversion pursuant to this Article 4 on or before the close of business on November 1, 2002. If any Interest Payment Date Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the opening Holder in whose name such Security was registered at the close of business on such Interest Payment Date shall (except record date; and, in the case of Securities or portions thereof which have such event, unless such Security has been called for redemption on a Redemption Date within redemption, such period) Security, when surrendered for conversion, must be accompanied by delivery by such Holder of payment (which may be in New York Clearing House funds the form of a check or other funds acceptable draft payable to the Company of Conversion Agent) in an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionsuch Security or portion thereof so converted. Except as provided If the Company defaults in the immediately preceding sentencepayment of interest payable on such interest payment date, no payment or adjustment the Company shall be made upon promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security of any series, a Holder must satisfy the requirements for conversion contained on the Securities of that series. The date on which the Holder satisfies all those requirements is the conversion privilegedate. 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 shares of Parent Stock deliverable upon the conversion and cash or its check in lieu of any fractional share. The person in whose name the certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted shall surrender to the Company such Securityis a Legal Holiday in a place where a Conversion Agent is located, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in may be surrendered to that Conversion Agent on the case next succeeding day that is not a Legal Holiday. The Company will not be required to deliver certificates for shares of Parent Stock upon conversion while the Parent's stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Parent Stock shall be delivered as soon as the customary procedures of the depositary will apply)stock transfer books shall again be opened. Securities of any series surrendered for conversion during the period from the close of business on of any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on in such Interest Payment Date on the principal amount of Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Company on or after such Interest Payment Date unless the Company shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the last paragraph of Section 2.13, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Parent Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.36

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion -------- ------- shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on the date during the period beginning at the close of business on a Redemption Date within regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise the conversion privilege(a) To convert a Certificated Security, the Holder must (1) complete and manually sign the Conversion Notice on the reverse of any the Security and deliver such notice to the Conversion Agent, (2) surrender the Security to be converted shall surrender to the Company such SecurityConversion Agent, duly endorsed (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, and (4) pay all transfer or assigned to the Company or in blanksimilar taxes, at any office or agency of the Company maintained if required pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in 4.04. In the case of a depositary of a Global Security, for a converting Holder must comply with the Applicable Procedures. The date on which the customary procedures Holder satisfies all of those requirements is the depositary “Conversion Date.” (b) The person in whose name the shares of Common Stock, if any, that are issued upon conversion shall be deemed to be a holder of record of such shares of Common Stock on the date on which such shares, if any, are delivered to the Holder. Except as set forth in this Indenture, no payment or adjustment will apply). be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security prior to the issuance of such shares. (c) Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such the next succeeding Interest Payment Date shall (except in will receive the case of semi-annual interest payable on such Securities or portions thereof which have been called for redemption on a Redemption the corresponding Interest Payment Date within notwithstanding the conversion, and such period) Securities upon surrender must be accompanied by payment in New York Clearing House funds or other funds acceptable equal to the amount of such payment, unless (1) such Securities have been surrendered for conversion following the Regular Record Date immediately preceding the final Interest Payment Date for the Securities, (2) the Company has specified a Fundamental Change Purchase Date which occurs after a Regular Record Date and on or prior to the related Interest Payment Date, in which case no such payment will be required or (3) to the extent of an amount equal any overdue interest to the extent any overdue interest remains unpaid at the time of Conversion with respect to such Securities. Except as otherwise provided in this Section 4.02(c), no payment or adjustment will be made for accrued interest on a converted Security. (d) Subject to Section 4.02(c), nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a Regular Record Date to receive the interest payable on such Security on the related Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionsterms of this Indenture, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive Registration Rights Agreement. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue amount of cash to be paid and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion, together with if any payment (and the amount of any cash in lieu of any fraction fractional shares pursuant to Section 4.03), shall be based on the aggregate principal amount of a share, as provided in Section 12.3. all Securities so converted. (e) In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Companywithout service charge, a new Security or Securities of the applicable series of authorized denominations in an aggregate principal amount equal to to, and in exchange for, the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (f) The Company shall deliver the shares of Common Stock and cash issuable on conversion as soon as practicable following the Conversion Date, but in no event more than 3 Business Days after the Conversion Date; provided, however, that any conversion consideration payable pursuant to Section 4.01(d) shall be delivered by the Company on the later of 3 Business Days following the later of (i) the Conversion Date, and (ii) the date of Fundamental Change Effective Date.

Conversion Procedure. In order To convert a Security, a Holder must satisfy the requirements of PARAGRAPH 10 of the Securities. As soon as practicable following the date (the "CONVERSION DATE") on which the Holder satisfies all those requirements, the Company shall deliver to exercise the conversion privilegeHolder through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion, as provided in PARAGRAPH 10 of the Securities, and a check for the amount of cash payable in lieu of any fractional share. On and after the Conversion Date, the person in whose name such certificate is to be registered shall be treated as a shareholder of record of the Company, and all rights of the Holder of any the Security to be converted shall surrender terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a shareholder of record of the Company, as provided in this paragraph, and then only to the Company extent such Security, duly endorsed Securities are deemed to have been so converted or assigned such Holder is so deemed to be a shareholder of record. Except as provided in the Company Securities or in blankthis ARTICLE X or in ARTICLE III, at no payment or adjustment will be made for accrued interest on, or additional interest with respect to, a converted Security or for dividends on any office Common Stock issued on or agency of the Company maintained pursuant prior to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the conversion. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening related interest payment date, then, notwithstanding such conversion, the interest payable with respect to such Security on such interest payment date shall be paid on such interest payment date to the Holder of record of such Security at the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as portion so converted; provided further, however, that such payment to the Conversion Agent described in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account proviso in respect of any interest accrued on the Securities a Security surrendered for conversion or on account shall not be required if such Security is called for Redemption pursuant to SECTION 3.4 and PARAGRAPHS 6 AND 7 of any dividends on the Common Stock issued upon conversion. Securities Securities; provided further, that, if the Company shall be deemed to have been converted immediately have, prior to the close Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the day of surrender Holder of such Securities Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to SECTION 2.12 (it being understood that nothing in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders this SECTION 10.3 shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of affect the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security's obligations under SECTION 2.12).

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date The Conversion Agent shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to notify the Company of an amount equal the Conversion Date within one Business Day of the Conversion Date. The Company shall deliver to the interest payable on such Interest Payment Date on Holder, through the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentenceConversion Agent, no payment or adjustment shall be made upon any conversion on account of any interest accrued on later than the Securities surrendered for conversion or on account of any dividends on fifth Business Day following the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionsConversion Date, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. The Person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest or dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of Accrued Original Issue Discount and original issue discount, as imputed for United States federal income tax purposes pursuant to Section 1. 275-4(b) of the Treasury Regulations and Contingent Additional Principal, if any, attributable to the period from the Issue Date to, but excluding, the Conversion Date and (except as provided below) that portion of accrued Contingent Cash Interest attributable to the period from the last Contingent Cash Interest Payment Date (or Issue Date, if such date has not occurred) ("Contingent Cash Interest Payment Date") to but excluding the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Accrued Original Issue Discount and original issue discount, as imputed for United States federal income tax purposes pursuant to Section 1.275-4(b) of the Treasury Regulations and accrued Contingent Additional Principal, if any, to, but excluding the Conversion Date and accrued Contingent Cash Interest to, but excluding, the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Common Stock (together with any fraction such cash payment in lieu of fractional shares) shall be treated as delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid Contingent Cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. A Security surrendered for conversion by a Holder during the period from the close of business on any Common Stock Record Date to the opening of business on the next Contingent Cash Interest Payment Date must be accompanied by payment of an amount equal to the Contingent Cash Interest that the Holder is to receive on the Securities surrendered for conversion, unless the Company has provided such Holder with a notice of redemption with respect to such Securities pursuant to Section 3.03 herein, in which case no such payment shall be made. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise (a) To convert a Security, all of the requirements in paragraph 8 of the Securities must be satisfied. The date on which all those requirements are satisfied is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during Following the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue deliver to the Holder through the Conversion Agent, subject to and shall deliver at such office or agency in accordance with Section 10.13, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion (or, at the option of the Company as set forth in Section 10.13, cash in lieu thereof) and cash in lieu of any fractional share determined pursuant to Section 10.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officer's Certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. (b) The Person in whose name the stock certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. (c) Holders may surrender a Security for conversion by means of book-entry delivery in accordance with the regulations of the applicable book-entry facility. (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article X. On conversion of a Security, accrued but unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or, at the option of the Company as set forth in Section 10.13, cash in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares), or, at the option of the Company as set forth in Section 10.13, cash in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued and unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. (e) If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion shall be based on the aggregate Principal Amount of the Securities converted. (f) Subject to the satisfaction of the requirements for conversion set forth in paragraph 8 of the Security and subject to the provisions of Section 3.09 and Section 3.14(b) relating to the withdrawal of a shareRepurchase Notice or Designated Event Repurchase Exercise Notice, as provided in Section 12.3. In the case may be, (i) a Security surrendered for conversion pursuant to the provisions under the caption "Conversion Based on Common Stock Price" set forth in paragraph 8 of the Security may be surrendered for conversion only during the calendar quarter specified therein, (ii) a Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (iii) a Security which surrendered for conversion based on the provisions under the caption "Conversion Based on the Trading Price of Securities" set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, (iv) a Security surrendered for conversion based on the provisions under the caption "Conversion Upon Certain Distributions" set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, and (v) a Security surrendered for conversion based on the provision under the caption "Conversion Upon Occurrence of Certain Corporate Transactions" set forth in paragraph 8 of the Security may be surrendered for conversion at any time from and after the date that is 15 days prior to the date announced by the Company as the anticipated effective date of such transaction until 15 days after the actual date of such transaction. (g) Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security of any series, a Holder must satisfy the requirements for conversion contained on the Securities of that series. The date on which the Holder satisfies all those requirements is the conversion privilegedate. As soon as practicable after the conversion date, the Company shall, or shall cause the Parent to, deliver to the Holder through the Conversion Agent a certificate for the number of shares of Parent Stock deliverable upon the conversion and cash or its check in lieu of any fractional share. The person in whose name the certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted shall surrender to the Company such Securityis a Legal Holiday in a place where a Conversion Agent is located, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in may be surrendered to that Conversion Agent on the case next succeeding day that is not a Legal Holiday. The Company will not be required to deliver, or cause the Parent to deliver, certificates for shares of Parent Stock upon conversion while the Parent's stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Parent Stock shall be delivered as soon as the customary procedures of the depositary will apply)stock transfer books shall again be opened. Securities of any series surrendered for conversion during the period from the close of business on of any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on in such Interest Payment Date on the principal amount of Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Company on or after such Interest Payment Date unless the Company shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the last paragraph of Section 2.13, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Parent Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.36

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such To convert a Security, duly endorsed or assigned to a Holder must satisfy the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in paragraph 8 of the Security (except Securities. The first date on which the Holder satisfies all those requirements in the case respect of a depositary of a Global Security, for which Security is the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such timedate. As promptly soon as practicable practical on or after the conversion date, the Company shall issue and shall deliver at such office or agency through the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversionthe conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 2.04(b) hereof), or for dividends or distributions on any Common Stock issued upon conversion of any Security. If a Holder converts more than one Security which at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If Common Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the form attached to the Security. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "CONVERSION DATE". As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Class A Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.210.05; provided, accompanied by written notice of conversion in substantially the form set forth however, that in the Security (except event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Agent such cash and/or Class A Common Stock as shall be specified in the case of a depositary of a Global Security, for which Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to the close be a stockholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest, if any (including contingent interest, if any), on a converted Security or for dividends or distributions on shares of Class A Common Stock issued upon conversion of a Security, but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and after the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including contingent interest, if any) payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including contingent interest, if any) payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time. As promptly as practicable on or after , the number of shares of Class A Common Stock issuable upon the conversion dateshall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date but in any event no later than the seventh Business Day following the Conversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officer's certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, attributable to the period from the Issue Date of the Security through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on May 14, 2032, (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the continuance of the credit downgrade as more fully described in paragraph 9 of the Security, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order To convert a Security, a Holder must satisfy the requirements in paragraph 11 of the Securities. The date on which the Holder satisfies all those requirements is the "CONVERSION DATE". As soon as practicable following the Conversion Date, the Company shall deliver to exercise the Holder through the Conversion Agent a certificate for the number of full Common Shares issuable upon the conversion privilege, the Holder and a check in lieu of any Security to fractional share. The person in whose name the certificate is registered shall be converted shall surrender treated as a shareholder of record on and after the Conversion Date. Except as described below and in the Registration Rights Agreement with respect to the Company such SecurityAdditional Interest Amount (as defined therein), duly endorsed no payment or assigned adjustment will be made for accrued interest on a converted Security or for dividends on any Common Shares issued on or prior to the Company or in blank, at conversion. If any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Trustee on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as provided portion so converted; provided, further, however, that such payment to the Trustee described in the immediately preceding sentence, no payment or adjustment proviso shall not be made upon required in connection with any conversion of a Security called for redemption pursuant to Sections 304 or 308 hereof on account a redemption date that is after a record date for the payment of any interest accrued and on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on before the day of surrender of such Securities for conversion in accordance with that is one Business Day following the foregoing provisionscorresponding interest payment date. 45 If a Holder converts more than one Security at the same time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order To convert a Security, a Holder must satisfy the requirements of paragraph 9 of the Securities. As soon as practicable following the date (the “Conversion Date”) on which the Holder satisfies all those requirements, the Company shall deliver to exercise the conversion privilegeHolder through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion, as provided in Paragraph 9 of the Securities, and a check for the amount of cash payable in lieu of any fractional share. On and after the Conversion Date, the person in whose name such certificate is to be registered shall be treated as a shareholder of record of the Company, and all rights of the Holder of any the Security to be converted shall surrender terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a shareholder of record of the Company, as provided in this paragraph, and then only to the Company extent such Security, duly endorsed Securities are deemed to have been so converted or assigned such Holder is so deemed to be a shareholder of record. Except as provided in the Company Securities or in blankthis Article X or in Article III, at no payment or adjustment will be made for accrued interest on, or additional interest with respect to, a converted Security or for dividends on any office Common Stock issued on or agency of the Company maintained pursuant prior to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the conversion. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening related interest payment date, then, notwithstanding such conversion, the interest payable with respect to such Security on such interest payment date shall be paid on such interest payment date to the Holder of record of such Security at the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as portion so converted; provided further, however, that such payment to the Conversion Agent described in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account proviso in respect of any interest accrued on the Securities a Security surrendered for conversion or on account shall not be required if such Security is called for Redemption pursuant to Section 3.4 and paragraphs 6 of any dividends on the Common Stock issued upon conversion. Securities Securities; provided further, that, if the Company shall be deemed to have been converted immediately have, prior to the close Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the day of surrender Holder of such Securities Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 (it being understood that nothing in accordance with this Section 10.3 shall affect the foregoing provisionsCompany’s obligations under Section 2.12). If a Holder converts more than one Security at the same time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu such conversion shall be based on the total principal amount of any fraction all Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents to the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 4.4 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is 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 shares of Common Stock issuable upon the conversion and cash in lieu of any Security fractional shares pursuant to Section 4.5. The person in whose name the certificate is registered shall be deemed to be converted shall a stockholder of record on the conversion date; provided, however, that no surrender to of a Security on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person or persons entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case of a depositary of a Global Security, record holder or holders thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next preceding any Interest Payment Date interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the opening Holder of business such Security on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called record date. In such event, such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable delivery of a check payable to the Company of Conversion Agent in an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If such payment does not accompany such Security, the immediately preceding sentenceSecurity shall not be converted; provided, however, that no payment or adjustment such check shall be made upon any conversion required if such Security has been called for redemption on account of any a redemption date within the period between and including such record date and such interest accrued on the Securities payment date, or if such Security is surrendered for conversion or on account of any dividends on the Common Stock issued upon conversioninterest payment date. Securities shall be deemed to have been converted immediately prior to If the close Company defaults in the payment of business interest payable on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion interest payment date, the Company Conversion Agent shall issue and shall deliver repay such funds to the Holder. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption on a Redemption Date within during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise (a) To convert a Security, all of the requirements in paragraph 8 of the Securities must be satisfied. The date on which all those requirements are satisfied is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply“Conversion Date”). Securities surrendered for conversion during Following the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue deliver to the Holder through the Conversion Agent, subject to and shall deliver at such office or agency in accordance with Section 10.13, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion (or, at the option of the Company as set forth in Section 10.13, cash in lieu thereof) and cash in lieu of any fractional share determined pursuant to Section 10.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officer’s Certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. (b) The Person in whose name the stock certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. (c) Holders may surrender a Security for conversion by means of book-entry delivery in accordance with the regulations of the applicable book-entry facility. (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article X. On conversion of a Security, accrued but unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or, at the option of the Company as set forth in Section 10.13, cash in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares), or, at the option of the Company as set forth in Section 10.13, cash in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued and unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. (e) If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion shall be based on the aggregate Principal Amount of the Securities converted. (f) Subject to the satisfaction of the requirements for conversion set forth in paragraph 8 of the Security and subject to the provisions of Section 3.09 and Section 3.14(b) relating to the withdrawal of a shareRepurchase Notice or Designated Event Repurchase Exercise Notice, as provided in Section 12.3. In the case may be, (i) a Security surrendered for conversion pursuant to the provisions under the caption “Conversion Based on Common Stock Price” set forth in paragraph 8 of the Security may be surrendered for conversion only during the calendar quarter specified therein, (ii) a Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (iii) a Security which surrendered for conversion based on the provisions under the caption “Conversion Based on the Trading Price of Securities” set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, (iv) a Security surrendered for conversion based on the provisions under the caption “Conversion Upon Certain Distributions” set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, and (v) a Security surrendered for conversion based on the provision under the caption “Conversion Upon Occurrence of Certain Corporate Transactions” set forth in paragraph 8 of the Security may be surrendered for conversion at any time from and after the date that is 15 days prior to the date announced by the Company as the anticipated effective date of such transaction until 15 days after the actual date of such transaction. (g) Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable following the Conversion Date, the Holder of any Security to be converted shall surrender to Issuers will deliver, directly or through the Company such SecurityConversion Agent, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount in cash (the "Cash Amount") equal to the interest payable on such Interest Payment Date on Issue Price of the principal amount of Securities being surrendered for conversion. Except as provided in The difference, if positive, between the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account Conversion Value and the Issue Price of any interest accrued on the Securities surrendered for conversion (the "Premium") may be satisfied, at the option of the Issuers, exercisable at any time or on account from time to time, by an instrument in writing signed by the Issuers, by delivering to a Converting Holder, in addition to the Cash Amount, either (i) an amount in cash equal to the Premium or (ii) the number of any dividends whole shares of Common Stock equal to the quotient of (x) the Premium for such Securities divided by (y) the last reported Sales Price of the Company's Common Stock on the Conversion Date (if the Conversion Date is not a Business Day, then on the Business Day immediately preceding the Conversion Date), plus a cash payment for fractional shares determined pursuant to Section 10.03. At any time after which the Securities could be converted by action of the Holder, at the written request of a Holder, the Company will, within five calendar days of receipt of such request, notify such Holder whether the Premium will be satisfied in cash or Company Common Stock issued upon conversionas aforesaid. Securities Any such notice by the Company will be irrevocable for 60 calendar days (or such longer period as the Company may specify on the notice), and then may only be revoked after ten additional calendar days notice. All elections or notices contemplated to be given by the Company in this paragraph will be made or given by delivery of written notice to the Trustee as herein provided and to the Holder. In the event that the Issuers elect to satisfy the Premium with Common Shares, the person in whose name the certificate is registered shall be deemed to have been converted immediately prior to treated as a stockholder of record on and after the close of business on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Contingent Additional Principal attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued Contingent Cash Interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Cash Amount, together with any payment cash or Common Stock in lieu respect of any fraction the Premium, in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such cash or Common Stock in respect of the Premium shall be treated as delivered, to the extent thereof, in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the Cash Amount shall be treated as delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the Cash Amount, together with the cash or Common Stock in respect of the Premium, issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company Issuers shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount Security surrendered." 2.2 Section 10.05 of such Security.the Indenture is hereby amended and restated in its entirety to read as follows:

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, --------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion -------- ------- shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, all of the requirements in paragraph 8 of the Securities must be satisfied. The date on which all those requirements are satisfied is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply“Conversion Date”). Securities surrendered for conversion during Following the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue deliver to the Holder through the Conversion Agent, subject to and shall deliver at such office or agency in accordance with Section 10.13, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion (or, at the option of the Company as set forth in Section 10.13, cash in lieu thereof) and cash in lieu of any fractional share determined pursuant to Section 10.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officer’s Certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 8 of the Security and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article X. On conversion of a Security, accrued but unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued and unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion shall be based on the aggregate Principal Amount of the Securities converted. Subject to the satisfaction of the requirements for conversion set forth in paragraph 8 of the Security and subject to the provisions of Section 3.08 and Section 3.15(b) relating to the withdrawal of a shareRepurchase Notice or Designated Event Repurchase Exercise Notice, as provided in Section 12.3. In the case may be, (i) a Security surrendered for conversion pursuant to the provisions under the caption “Conversion Based on the Price of the Common Stock” set forth in paragraph 8 of the Security may be surrendered for conversion until the close of business on the Business Day immediately preceding the Stated Maturity, (ii) a Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (iii) a Security surrendered for conversion based on the provisions under the caption “Conversion Based on the Trading Price of Securities” set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, (iv) a Security surrendered for conversion based on the provisions under the caption “Conversion Upon Certain Distributions” set forth in paragraph 8 of the Security may be surrendered for conversion only on the dates specified therein, and (v) a Security surrendered for conversion based on the provision under the caption “Conversion Upon Occurrence of Certain Corporate Transactions” set forth in paragraph 8 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date". As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.25.03. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on a Redemption Date within date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of in an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 5.02, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order (1) To convert a Security, a Holder must (i) if the Security is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to exercise the conversion privilegeConversion Agent, (ii) if the Security is in definitive form, surrender the Security to the Conversion Agent, (iii) if the Security is in definitive form, furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 12.3 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. As promptly as practicable after the later of the Conversion Date and the date that all calculations necessary to make such payment and delivery have been made, but in no event later than three Business Days after the later of those days, the Company shall deliver to the Holder through the Conversion Agent cash and shares of any Common Stock in the amounts calculated in accordance with Section 12.14. (2) The Person in whose name the Security is registered shall be deemed to be converted shall a stockholder of record on the Conversion Date; provided that no surrender to of a Security on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case of a depositary of a Global Security, record holder or holders thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on any the next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. (3) No payment or adjustment will be made for accrued but unpaid interest (including Additional Interest, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a Regular Record Date next preceding any Interest Payment Date and prior to the opening of business on the next Interest Payment Date, including the date of maturity, Holders of such Securities at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date shall (except in notwithstanding the case of Securities or portions thereof which have been called conversion. In such event, such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable delivery of a check payable to the Company of Conversion Agent in an amount equal to the accrued but unpaid interest (including Additional Interest, if any) payable on such Interest Payment Date on the principal amount portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such check shall be required (i) if such Security has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of Securities being surrendered for conversionany overdue interest, if any overdue interest exists at the time of conversion with respect to such Security; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date and (b) after the Record Date immediately preceding March 15, 2027. Except as provided If the Company defaults in the immediately preceding sentencepayment of interest (including Additional Interest, no payment or adjustment shall be made upon any conversion on account of any interest accrued if any) payable on the Securities surrendered for conversion or on account of any dividends on Interest Payment Date, the Common Stock issued upon conversion. Securities Conversion Agent shall be deemed to have been converted immediately prior promptly repay such funds to the close of business on the day of Holder. (4) Upon surrender of such Securities for conversion a Security that is converted in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datepart, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in paragraph 8 of the Security (except Securities. The first date on which the Holder satisfies all those requirements in the case respect of a depositary of a Global Security, for which Security is the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such timedate. As promptly soon as practicable practical on or after the conversion date, the Company shall issue and shall deliver at such office or agency through the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversionthe conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 2.04(b) hereof), or for dividends or distributions on any Common Stock issued upon conversion of any Security. If a Holder converts more than one Security which at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If Common Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the form attached to the Security. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding business day that is not a Legal Holiday with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in Paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate. As soon as practicable following the conversion date, the Company shall deliver to the Holder, or shall have delivered to the Holder on behalf of the Company, through the Conversion Agent a certificate for the number of full shares of LifePoint Common Stock issuable upon the conversion and a check in lieu of any Security to fractional share. The person in whose name the certificate is registered shall be converted shall surrender treated as a stockholder of record on and after the conversion date. Except as described below and in the Registration Rights Agreement with respect to the Company such SecurityLiquidated Damages Amount (as defined therein), duly endorsed no payment or assigned adjustment will be made for accrued interest on, or liquidated damages with respect to, a converted Security or for dividends on any LifePoint Common Stock issued on or prior to the Company or in blank, at conversion. If any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Trustee on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as provided portion so converted; provided, further, however, that such payment to the Trustee described in the immediately preceding sentence, no payment or adjustment proviso shall not be made upon required in connection with any conversion of a Security called for redemption pursuant to Section 3.04 hereof on account a redemption date that is after a record date for the payment of any interest accrued and on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on before the day of surrender of such Securities for conversion in accordance with that is one business day following the foregoing provisionscorresponding interest payment date. If a Holder converts more than one Security at the same time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order To convert a Security, a Holder must satisfy the requirements of Paragraph 9 of the Securities. As soon as practicable following the date (the “Conversion Date”) on which the Holder satisfies all those requirements, the Company shall deliver to exercise the conversion privilegeHolder through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion, as provided in Paragraph 9 of the Securities, and a check for the amount of cash payable in lieu of any fractional share. On and after the Conversion Date, the Person in whose name such certificate is to be registered shall be treated as a shareholder of record of the Company, and all rights of the Holder of any the Security to be converted shall surrender terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a shareholder of record of the Company, as provided in this paragraph, and then only to the Company extent such Security, duly endorsed Securities are deemed to have been so converted or assigned such Holder is so deemed to be a shareholder of record. Except as provided in the Company Securities or in blankthis Article X or in Article III, at no payment or adjustment will be made for accrued interest on, or additional interest with respect to, a converted Security or for dividends on any office Common Stock issued on or agency of the Company maintained pursuant prior to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the conversion. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening related interest payment date, then, notwithstanding such conversion, the interest payable with respect to such Security on such interest payment date shall be paid on such interest payment date to the Holder of record of such Security at the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as portion so converted; provided in further, that, if the immediately preceding sentenceCompany shall have, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the day of surrender Holder of such Securities Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 (it being understood that nothing in accordance with this Section 10.3 shall affect the foregoing provisionsCompany’s obligations under Section 2.12). If a Holder converts more than one Security at the same time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu such conversion shall be based on the total principal amount of any fraction all Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "CONVERSION DATE". As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.210.05; provided, accompanied by written notice of conversion in substantially the form set forth however, that in the Security (except event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Agent such cash and/or Common Stock as shall be specified in the case of a depositary of a Global Security, for which Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to the close be a stockholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest, if any (including contingent interest, if any), or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security (provided that the shares of Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, as applicable, in accordance with the Registration Rights Agreement and after shall be entitled to receive, at the next interest payment date, any accrued and unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such timeconversion, the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. As promptly as practicable In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or after if such Security is surrendered for conversion on the conversion interest payment date. If the Company defaults in the payment of interest (including contingent interest, if any) or Liquidated Damages, if any, payable on the interest payment date, the Company Conversion Agent shall issue and shall deliver repay such funds to the Holder. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such To convert a Security, duly endorsed or assigned to a Holder must satisfy the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in Paragraph 6 of the Security Securities. The first Business Day on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice together with such Holder’s Securities for conversion is the conversion date (except in the case “Conversion Date”). Upon conversion of a depositary Security in its entirety, such Person shall no longer be a Holder of a Global such Security. No payment or adjustment will be made for dividends on, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company distributions with respect to, any shares of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except Common Stock except as provided in this Article 10. Upon conversion of a Security, that portion of accrued and unpaid interest (including Additional Interest), if any, through the immediately preceding sentenceConversion Date with respect to the converted Security shall not be cancelled, no payment extinguished or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities forfeited, but rather, subject to Section 11.01(b), shall be deemed to have been converted immediately prior be paid in full to the close Holder thereof through delivery shares of business Common Stock (together with the cash payment, if any, in lieu of fractional shares) for the Security being converted pursuant to the provisions hereof. The Company will not adjust the Base Conversion Rate to account for accrued interest, if any. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day of surrender of such Securities for conversion in accordance with that is not a Legal Holiday. If the foregoing provisionsHolder converts more than one Security at the same time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with the conversion and the amount of any payment cash paid in lieu of any fraction fractional shares shall be based on the total principal amount of the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the Security surrendered, or in the case of a Global Security, the Company shall instruct the Registrar to decrease such Global Security by the principal amount of such Securitythe converted portion of the Security surrendered.

Conversion Procedure. In order to exercise To convert a 2001 Convertible -------------------- Security a Holder must satisfy the requirements in Section 7 of the Securities. The first Business Day on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionthe conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 7.3. The Company shall also direct its Stock Transfer Agent to prepare and issue Common Stock ready for delivery in book-entry form through the facilities of DTC. The Stock Transfer Agent shall confirm to the Trustee in writing that it has received such instructions from the Company. The person in whose name the certificate is registered shall be treated as a shareholder of record as of the close of business on the Conversion Date. Upon conversion of a 2001 Convertible Security, such person shall no longer be a Holder of such 2001 Convertible Security. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article Seven. On conversion of a 2001 Convertible Security, no accrued and unpaid cash interest, if any, or amounts reflecting accretion of the 2001 Convertible Securities included in the Accreted Value or the Restated Principal Amount (as the case may be), of the 2001 Convertible Securities, in each case through the Conversion Date, shall be payable with respect to the converted 2001 Convertible Security and no such cash interest or amounts reflecting accretion of the 2001 Convertible Securities shall be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the 2001 Convertible Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any fraction of a share, such cash payment) shall be treated as provided in Section 12.3. In issued for the Accreted Value or Restated Principal Amount (as the case may be) of any the 2001 Convertible Security which is being converted in part only, upon such conversion pursuant to the provisions hereof. The Company shall execute not adjust the conversion ratio to account for accrued and unpaid cash interest, if any, or for amounts reflecting accretion of the Trustee shall authenticate and deliver to 2001 Convertible Securities included in the Accreted Value or Restated Principal Amount (as the case may be). If the Holder thereof, converts more than one 2001 Convertible Security at the expense same time, the number of shares of Common Stock issuable upon the Company, a new Security or Securities of conversion shall be based on the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion at maturity of the principal amount of such SecuritySecurities converted. If the last day on which a 2001 Convertible Security may be converted is not a Business Day, the 2001 Convertible Security may be surrendered on the next succeeding Business Day.

Conversion Procedure. In order to exercise (a) To convert a Security, a Holder must (1) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (2) surrender the Holder of any Security to be converted shall surrender to the Company such Securitya Conversion Agent, duly endorsed (3) furnish appropriate endorsements and transfer documents if required by a Registrar or assigned to the Company a Conversion Agent, and (4) pay all transfer or in blanksimilar taxes, at any office or agency of the Company maintained if required pursuant to Section 9.24.04. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” Subject to Section 4.01, accompanied by written notice upon the conversion of conversion a Security, the Company will pay the cash and deliver the shares of Common Stock, as applicable, as promptly as practicable after the later of the Conversion Date and the date that all calculations necessary to make such payment and delivery have been made, but in substantially no event later than five Business Days after the form set forth in later of those dates. Anything herein to the Security (except contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (b) The person in whose name the shares of Common Stock, if any, are issuable upon conversion shall be deemed to be a depositary holder of record of such Common Stock on the Conversion Date; provided, however, that no surrender of a Global Security on any Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for which dividends or distributions declared or made on shares of Common Stock, if any, issued upon conversion of a Security prior to the customary procedures issuance of the depositary will apply). such shares. (c) Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such the next succeeding Interest Payment Date shall (except in will receive the case semi-annual interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Securities or portions thereof which for conversion, unless such Securities have been called surrendered for redemption on a Redemption Date within conversion following the regular record date immediately preceding the final interest payment date (July 1, 2036), such period) Securities shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date on the principal amount of Securities being surrendered for conversionDate. Except as otherwise provided in the immediately preceding sentencethis Section 4.02(c), no payment or adjustment shall will be made upon for accrued interest on a converted Security. (d) Subject to Section 4.02(c), nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a Regular Record Date to receive the day of surrender of interest payable on such Securities for conversion Security on the related Interest Payment Date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue amount of cash to be paid and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion, together with if any payment (and the amount of any cash in lieu of any fraction fractional shares pursuant to Section 4.03), shall be based on the aggregate principal amount of a share, as provided in Section 12.3. all Securities so converted. (e) In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Companywithout service charge, a new Security or Securities of the applicable series of authorized denominations in an aggregate principal amount equal to to, and in exchange for, the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (f) Upon the Company’s determination that a Holder is or will be entitled to convert its Securities into cash and, if applicable, shares of Common Stock pursuant to this Article 4, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during Following the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder through the Conversion Agent, in accordance with Section 11.20 a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officers' Certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 9 of the Security and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, the increases in variable principal amount and accrued cash interest attributable to the period from the Issue Date of the Security through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for the increases in variable principal amount and accrued cash interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion shall be based on the aggregate Original Principal Amount of the Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on March 21, 2023, (b) the Security being called for redemption may be ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇nversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (c) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Original Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security and beginning on the Conversion Date, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular interest payment record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular interest payment record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on an interest payment record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 15 of the Securities. The date on which the holder satisfies all those requirements is the conversion privilegedate (the ‘Conversion Date’). Following the Conversion Date, Alltel shall deliver to the Holder holder through the Conversion Agent cash and a certificate for the number of full shares of Common Stock issuable upon the conversion in accordance with Section 11.01. Alltel shall determine such full number of shares and the amounts of the required cash and shall set forth such information in an Officers’ Certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of Alltel shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of Alltel had not been closed. Upon conversion of a Security, such person shall no longer be a holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with the regulations of the applicable book-entry facility. Except as described in the proceeding sentence, no payment or adjustment will be made upon conversion of any Security to be Securities for interest or Additional Amounts, if any, accrued on such Securities or for dividends on, or other distributions with respect to, any Common Stock issued. If Securities not called for redemption are converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any the Regular Record Date next immediately preceding any Interest Payment Date to through the opening close of business on the last trading day immediately preceding such Interest Payment Date shall (except in the case of Date, such Securities or portions thereof which have been called for redemption on a Redemption Date within such period) must be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Alltel, of an amount equal to the interest and Additional Amounts, if any, otherwise payable on such Interest Payment Date on the principal amount of Securities the Security then being surrendered for conversionconverted. Except as provided in On conversion of a Security into shares of Common Stock, the immediately preceding sentenceaccrued and unpaid interest and Additional Amounts, no payment if any, attributable to the period from the Issue Date of the Security through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities forfeited, but rather shall be deemed to have been converted immediately prior be paid in full to the close holder thereof through delivery of business on the day Common Stock (together with the Cash Conversion Payment and the cash payment, if any, in lieu of surrender fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such Securities for conversion in accordance shares of Common Stock (together with the foregoing provisionsCash Conversion Payment and any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for the accrued cash interest and at such time any Additional Amounts through the rights of the Holders of such Securities as Holders shall ceaseConversion Date, and the Person or Persons entitled to receive the balance, if any, of such fair market value of such Common Stock (and the Cash Conversion Payment any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest and any Additional Amounts will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the holder converts more than one Security at the same time, the number of shares of Common Stock and the aggregate Cash Conversion Payment issuable upon conversion shall be treated for all purposes as based on the record holder or holders aggregate principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion dateUpon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Companyholder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption on a Redemption Date within during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 6 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate. As soon as practical, the Holder Company shall deliver a certificate for the number of full shares of Common Stock issuable upon the conversion and a check for any Security to fractional share. The person in whose name the certificate is registered shall be converted shall surrender to treated as a stockholder of record on and after the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply)date. Securities surrendered for conversion during the period from the close of business on any Regular Record Date record date next preceding any Interest Payment Date interest payment date to the opening of business on such Interest Payment Date interest payment date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 4.1 relating to the payment of defaulted interest by the Company, the interest payment with respect to a Security called for redemption on a redemption date during the period from the close of business on any record date next preceding any interest payment date to the opening of business on such interest payment date shall be payable on such interest payment date to the Holder of such Security at the close of business on such record date (notwithstanding the conversion of such Security after such record date and prior to such interest payment date), and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Holders on a Record Date who convert Securities on or after the corresponding interest payment date will receive the interest payable by the Company on that date and need not include payment in the amount of such interest payable by the Company on that date and need not include payment in the amount of such interest upon surrender of those securities for conversion. Except as provided in the immediately preceding sentenceabove, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed conversion which were declared for payment to have been converted immediately holders of Common Stock of record as of a date prior to the close conversion date. If a Holder converts more than one Security at the same time, the number of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock full shares issuable upon the conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion dateUpon a surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. To convert a Security, a Holder must satisfy the requirements in Paragraph 7 of the Securities. The date on which the Holder satisfies all those requirements is the “conversion date.” In order accordance with Section 10.03, the Company shall deliver to exercise the Holder through the Conversion Agent a certificate for, or a book-entry notation of, the Conversion Shares and Cash in lieu of any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion privilegedate. Except as described below, no payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on any shares of Common Stock issued on or prior to conversion. Delivery by the Company to the Holder of any the Security to be converted shall surrender to of the Company such Security, duly endorsed or assigned to the Company or in blankConversion Shares, at any office or agency the conversion rate in effect at such time shall satisfy the obligations of the Company maintained pursuant to pay the principal amount of such Security being converted and the accrued and unpaid interest on such Security through the conversion date; any such accrued and unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited. The conversion rate in effect at any time will be adjusted only in accordance with Section 9.2, accompanied by written notice of 10.06 through 10.13; the conversion in substantially the form set forth in the rate will not be adjusted to account for accrued and unpaid interest. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest, if any, payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as ; provided further however, that such payment to the Conversion Agent described in the immediately preceding sentence, no payment proviso shall not be required (1) for conversions following the record date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close corresponding interest payment date; or (3) to the extent of business on any overdue interest, if any overdue interest exists at the day time of conversion with respect to such Securities. If a Holder has delivered an Option of Holder to Elect Repurchase Notice pursuant to Section 3.01, the Holder may not surrender of such Securities that Security for conversion until the Holder has withdrawn the Option of Holder to Elect Repurchase Notice in accordance with the foregoing provisions, and at such time the rights of the Holders Section 3.02. A Holder may convert fewer than all of such holder’s Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes so long as the record holder or holders Securities converted are an integral multiple of such Common Stock $1,000 principal amount. If a Holder converts more than one Security at and after such the same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in paragraph 8 of the Security (except Securities. The date on which the Holder satisfies all those requirements in the case respect of a depositary Security is the conversion date of a Global that Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable practical on or after the conversion date, the Company shall issue and shall deliver at such office or agency through the Conversion Agent a certificate or certificates for the number of full shares of Common GGD Stock issuable upon conversionthe conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the conversion date. No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 2.04(b) hereof), together with or for dividends or distributions on any payment in lieu GGD Stock issued upon conversion of any fraction Security. If a Holder converts more than one Security at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If GGD Stock is to be issued in the name of a sharePerson other than the Holder thereof, as provided and the restrictions on transfer of such Security set forth in Section 12.3the first paragraph of the face of the Security remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the form attached to the Security. In If the case restrictions on transfer of any a Security which set forth in the first paragraph on the face of the Security remain in effect, all shares of GGD Stock delivered upon conversion thereof shall be subject to such restrictions on transfer and shall bear a restrictive legend substantially in the form of such paragraph. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding business day that is not a Legal Holiday 50 -44- with the same force and effect as if surrendered on such last day. Upon receiving notice of the conversion of an interest in a Security in global form, the Trustee or the Securities Custodian, at the direction of the Trustee, shall make a notation on such Security in global form as to the reduction in the principal amount represented thereby, subject to the terms of such Securitythe standing agreements with and procedures of the Depository.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise the conversion privilege, the Holder To convert a Security of any Security to be converted shall series, a Holder must surrender to the Company such Security, duly endorsed or assigned to the Company Issuer or in blank, at any office or agency of the Company Issuer maintained pursuant to Section 9.2for that purpose, accompanied by written notice to the Issuer at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. The date on which the Holder satisfies all those requirements is the conversion date. As soon as practicable after the conversion date, the Issuer shall deliver to the Holder through the Conversion Agent a certificate for the number of shares of Common Stock issuable upon the conversion and cash or its check in substantially 79 90 lieu of any fractional share. The Person in whose name the form set forth certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security (except surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the case Security may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day. The Issuer will not be required to deliver certificates for shares of Common Stock upon conversion while its stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Common Stock shall be delivered as soon as the customary procedures of the depositary will apply)stock transfer books shall again be opened. Securities of any series surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Issuer on or after such Interest Payment Date unless the Issuer shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the last paragraph of Section 2.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (1) complete and sign the conversion privilegenotice on the back of the Security, (2) surrender the Security to the Trustee, (3) furnish appropriate endorsements and transfer documents if required by the Trustee, (4) pay any transfer or similar tax if required, and (5) provide funds, if applicable, required pursuant to the next paragraph. The date on which the Holder satisfies all such requirements is the conversion date. As soon as practicable, the Holder of any Security Company shall deliver, or shall cause the Trustee to be converted shall surrender to deliver, upon the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency order of the Company maintained pursuant to Section 9.2Holder, accompanied by written notice a certificate for the number of full shares of Common Stock or such other security issuable upon the conversion and a check for any fractional share. The Persons in substantially whose name the form set forth in certificate is registered shall be treated as a stockholder of record on and after the conversion date. Any Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on the record date for any Regular Record Date next preceding any Interest Payment Date interest payment date to the opening close of business on such Interest Payment Date the Business Day next preceding the following interest payment date shall (except in the case of Securities unless such Security or portions portion thereof which shall have been called for redemption on a Redemption Date within date fixed for redemption which occurs during the period beginning at the close of business on such periodrecord date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Company, of an amount equal to the interest otherwise payable on such Interest Payment Date interest payment date on the principal Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Default in the payment of Securities being surrendered interest on the Securities. Notwithstanding SECTION 3.01, if a holder has paid an amount equal to the interest otherwise payable in accordance with the preceding sentence and the Company thereafter defaults in the payment of interest on such interest payment date, such Defaulted Interest, together with interest thereon shall be paid to the Person who made such required payment no later than the payment date set in accordance with SECTION 3.01. Except as provided above in this SECTION 15.02, no payment or other adjustment shall be made for conversioninterest accrued on any Security converted or for dividends on any securities issued on conversion of the Security. Except as provided in the immediately preceding sentenceparagraph, no payment or adjustment shall be made upon any conversion on account the Company's delivery of any interest accrued on the Securities surrendered for conversion or on account fixed number of any dividends on the shares of Common Stock issued upon conversion. Securities shall or such other security into which a Security is convertible will be deemed to have been converted immediately prior satisfy the Company's obligation to pay the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights Principal amount of the Holders of such Securities as Holders shall cease, Security and the Person all accrued interest (and original issue discount) that has not previously been (or Persons entitled to receive the is not simultaneously being) paid. The Common Stock issuable upon conversion shall be or such other security is treated for all purposes as issued first in payment of accrued interest (and original issue discount) and then in payment of Principal. Thus, accrued interest (and original issue discount) are treated as paid rather than canceled. If a Holder converts more than one Security at the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares issuable and payment pursuant to SECTION 15.03 upon the conversion shall be based on the total Principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal Principal amount equal to the unconverted portion Principal amount of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Trustee is located, the Security may be surrendered to the Company or the Trustee on the next succeeding Business Day.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). Following the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent, in accordance with Section 10.21, a certificate for the number of Ordinary Shares issuable upon the conversion and cash in lieu of any Security fractional share determined pursuant to be converted Section 10.03. The Company shall surrender determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officers' Certificate delivered to the Company Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such Securitycertificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, duly endorsed or assigned to however, that no surrender of a Security on any date when the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the Person or Persons entitled to receive the Ordinary Shares upon such conversion as the record holder or holders of such Ordinary Shares on such date, accompanied by written notice of conversion in substantially but such surrender shall be effective to constitute the form set forth in Person or Persons entitled to receive such Ordinary Shares as the Security (except in the case of a depositary of a Global Security, record holder or holders thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on any Regular Record Date the next preceding any Interest Payment Date to succeeding day on which such stock transfer books are open; such conversion shall be at the opening of business Conversion Rate in effect on the date that such Interest Payment Date Security shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion, as if the stock transfer books of the Company had not been closed. Except Upon conversion of a Security, such Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 9 of the Security and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Ordinary Shares except as provided in this Article 10. On conversion of a Security, any accrued and unpaid interest to the immediately preceding sentenceConversion Date, no payment with respect to the converted Security shall not be cancelled, extinguished or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities forfeited, but rather shall be deemed to have been be paid in full to the Holder thereof through delivery of the Ordinary Shares (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted immediately pursuant to the provisions hereof; and the fair market value of such Ordinary Shares (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Ordinary Shares (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of Ordinary Shares issuable upon conversion shall be based on the Principal Amount of the Securities converted. A Security surrendered for conversion based on (a) the Ordinary Share price may be surrendered for conversion until the close of business on March 15, 2024 (unless the Securities are not paid at the Stated Maturity, in which case the Securities will remain convertible until such Securities are paid), (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (c) the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day of is not a Business Day, the next occurring Business Day following such day. Upon surrender of such Securities for conversion a Security that is converted in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datepart, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion, payment for accrued interest on such Security to the extent required by this Section 4.2 and ,if applicable, cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required, and (e) satisfy any additional requirement under paragraph 6 of the Security, if any. The date on which the Holder satisfies all of any Security to be converted shall surrender to those requirements is the Company such “Conversion Date.” Upon conversion of the Security, duly endorsed Brocade may choose to deliver shares of Common Stock, cash or assigned to the Company or in blank, at any office or agency a combination of the Company maintained pursuant to Section 9.2, accompanied by written notice shares of conversion in substantially the form Common Stock and cash as set forth in Section 4.14. Anything herein to the Security (except contrary notwithstanding, in the case of a depositary Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. Each conversion shall be deemed to have been effected as to any Security (or portion thereof) as of the close of business on the later of (i) the Conversion Date, (ii) the expiration of the Cash Settlement Notice Period, or (iii) if the Company elects to pay cash in lieu of Common Stock pursuant to Section 4.14, the expiration of the Cash Settlement Averaging Period, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the shares represented thereby; provided, however, that in case of any such surrender of a Global Security on any date when the stock transfer books of Brocade shall be closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become the record Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. No payment or adjustment will be made for dividends or distributions on Common Stock issued upon conversion of a Security. Except as otherwise provided in this paragraph, no payment or adjustment will be made for which the customary procedures of the depositary will apply)accrued interest on a converted Security. Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called presented for redemption purchase upon a Change in Control on a Redemption Change in Control Purchase Date within during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as provided If the Company defaults in the immediately preceding sentencepayment of interest payable on such interest payment date, no payment or adjustment the Company shall be made upon promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount Security surrendered. For the avoidance of such Securitydoubt, settlement for any conversion of a Security shall be on the first Business Day following the Cash Settlement Averaging Period.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "Conversion Date". As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security fractional shares pursuant to Section 10.05; provided, however, that in the event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Agent such cash and/or Common Stock as shall be specified in the Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the certificate is registered shall be deemed to be converted shall a stockholder of record on the Conversion Date; provided, however, that no surrender to of a Security on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person or persons entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case of a depositary of a Global Security, record holder or holders thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest, if any Regular Record Date (including contingent interest, if any), or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security (provided that the shares of Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next preceding interest payment date, any Interest Payment Date accrued and unpaid Liquidated Damages with respect to the opening converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of business an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such Interest Payment Date interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (except in including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date on the case of Securities or portions thereof which have portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a Redemption Date within the period between and including such period) be accompanied by record date and such interest payment in New York Clearing House funds date, or other funds acceptable to the Company of an amount equal to the interest payable on if such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Security is surrendered for conversion or on account of any dividends on the Common Stock issued upon conversioninterest payment date. Securities shall be deemed to have been converted immediately prior to If the close Company defaults in the payment of business interest (including contingent interest, if any) or Liquidated Damages, if any, payable on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion interest payment date, the Company Conversion Agent shall issue and shall deliver repay such funds to the Holder. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities equal in principal amount to the unconverted portion of the applicable series Security surrendered. If on the Trading Day immediately prior to the date of authorized denominations conversion of a Security pursuant to the 95% Trading Condition the Closing Price per share of Common Stock is greater than the Conversion Price, the Company may elect to pay to the Holder of such Security, in aggregate principal amount lieu of issuance of Conversion Shares based on the Conversion Price, cash or Common Stock or a combination of cash and Common Stock, at the Company's option, with a value equal to the unconverted principal amount of the Security surrendered for conversion as of such Conversion Date (a "Principal Value Conversion"). The Company shall notify the surrendering Holder of any Security whose conversion is a Principal Value Conversion and the Trustee (such notice being a "Principal Value Conversion Notice") of such Principal Value Conversion by the second Trading Day following the Conversion Date for such conversion whether the Company shall pay to such Holder all or a portion of the principal amount of such SecuritySecurity in cash, Common Stock or a combination of cash and Common Stock and, if a combination, the percentages of the principal amount in respect of which it will pay in cash or Common Stock. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid upon a Principal Value Conversion once the Company has given its Principal Value Conversion Notice to the Holder surrendering such Security whose conversion is a Principal Value Conversion. Any Common Stock to be delivered upon a Principal Value Conversion shall be valued at the greater of (x) the Conversion Price on the Conversion Date for such conversion and (y) the Closing Price per share of Common Stock on the third Trading Day after such Conversion Date. The Company shall pay any portion of the principal amount to be paid in cash in a Principal Value Conversion on the third Trading Day after the Conversion Date for such conversion. With respect to any portion of the principal amount to be paid in Common Stock in a Principal Value Conversion, the Company shall deliver the Common Stock to the Holder of the Security surrendered for conversion in such Principal Value Conversion on the fourth Trading Day following the Conversion Date for such conversion.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, applicable requirements under the Holder heading “Conversion” of any the Securities for such Security to be converted shall surrender to convertible. The date on which the Company such Security, duly endorsed or assigned to Holder satisfies all those requirements is the Company or Conversion Date (the “Conversion Date”). As soon as practicable after the Conversion Date (but in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form no event later than as set forth in the Security (except Securities), the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Class A common stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 1303. The person in whose name the case certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a depositary of a Global Security, for which Security on any date when the customary procedures stock transfer books of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities closed shall be deemed effective to have been converted immediately prior to constitute the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person person or Persons persons entitled to receive the Common Stock issuable shares of Class A common stock upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock shares of Class A common stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Class A common stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Class A common stock except as provided in this Article Thirteen. On conversion of a Security, a Holder will receive a cash payment of interest representing accrued and after unpaid interest. Delivery to the holder of the full number of shares of Class A common stock into which the Security is convertible, together with any cash payment of such Holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security. If the Holder converts more than one Security at the same time. As promptly as practicable on or after , the number of shares of Class A common stock issuable upon the conversion dateshall be based on the total principal amount of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date The Conversion Agent shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to notify the Company of an amount equal to the interest payable on such Interest Payment Conversion Date on within one Business Day following the principal amount of Securities being surrendered for conversionConversion Date. Except as provided in Within two Business Days following the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and deliver to the Holder, through the Trustee, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 3.3 hereof. If the Company shall have notified the Holder that all of such Security shall be converted into shares of Common Stock, the Company shall deliver at such office or agency to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the fifth Business Day following the Conversion Date a certificate or certificates for the number of full shares of Common Stock issuable deliverable upon conversionthe conversion and cash in lieu of any fractional share determined pursuant to Section 12.3 hereof. Except as provided in the last sentence in the third paragraph of Section 12.1 hereof, if the Company shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 12.3 hereof. Except as provided in the last sentence in the third paragraph of Section 12.1 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 12. On conversion of a Security, that portion of accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, attributable to the period from the Issue Date of the Security through but not including the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof (except to the extent that semiannual and contingent interest are paid in cash as provided in paragraph 9 of the Securities); and such cash, if any, and/or the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered, to the extent thereof, first in exchange for accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion at any time during the applicable calendar quarter, (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the continuance of the credit downgrade as more fully described in paragraph 9 of the Security, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day; but in each of (a), (b), (c) and (d) above, in no event later than the close of business on June 2, 2033. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must --------------------- satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in a certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 9 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Tax Original Issue Discount and Accrued Original Issue Discount attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued contingent interest, if any, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Tax Original Issue Discount and Original Issue Discount accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on the Business Day immediately proceeding May 23, 2031, (b) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the credit downgrade as more fully described in paragraph 9 of the Security, (c) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in paragraph 8 of the Securities. The first date on which the Holder satisfies all those requirements in respect of a Security (except is the conversion date. As soon as practical on or after the conversion date, the Company shall deliver through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion during in accordance with the period Applicable Procedures as in effect from time to time. Except as provided in this paragraph, no Holder of a Security will be entitled upon conversion of the Security to any actual payment or adjustment on account of accrued and unpaid interest on the Security or on account of dividends on shares of Common Stock issued in connection with the conversion. If any Holder surrenders a Security for conversion between the close of business on any Regular Record Date next preceding any Interest Payment Date to record date for the payment of an installment of interest and the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by related interest payment in New York Clearing House funds or other funds acceptable date, the Holder must deliver payment to the Company of an amount equal to the interest payable on such Interest Payment Date the interest payment date on the principal amount converted together with the Security being surrendered; provided, however, that no such payment is required with respect to Securities called for redemption on a Redemption Date or subject to a Change of Securities being surrendered for conversion. Except as provided in Control Company Notice with a Final Surrender Date within the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to period between the close of business on the day of surrender of such Securities for conversion in accordance with interest record date and interest payment date. If a Holder converts more than one Security at the foregoing provisionssame time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If Common Stock issuable upon conversion, together with any payment is to be issued in lieu of any fraction the name of a sharePerson other than the Holder thereof, as provided and the restrictions on transfer of such Security set forth in Section 12.3the first paragraph of the face of the Security remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the form attached to the Security. In the case Upon surrender of any a Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding business day that is not a Legal Holiday with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order to exercise To convert a Security (or any portion thereof), a Holder must satisfy the conversion privilege, requirements of PARAGRAPH 9 of the Securities. As soon as practicable (and in no event later than three Trading Days) following the date (the “Conversion Date”) on which the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for satisfies all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datethose requirements, the Company shall issue and shall deliver at such office or agency to the Holder through the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3PARAGRAPH 9 of the Securities, and, a check or wire transfer of immediately available funds for payment of accrued and unpaid interest (including Additional Interest) on the principal amount of Securities being converted to but excluding the Conversion Date. In On and after the case Conversion Date, the person in whose name such certificate is to be registered shall be treated as a shareholder of record of the Company, and all rights of the Holder of the Security to be converted shall terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a shareholder of record of the Company, as provided in this paragraph, and then only to the extent such Securities are deemed to have been so converted or such Holder is so deemed to be a shareholder of record. If the Company fails to issue and deliver, or cause to be issued and delivered though the Conversion Agent, to a Holder (or such Holder’s nominee or nominee), certificates for the number of full shares of Common Stock to which such Holder shall be entitled upon conversion of any Securities on or prior to the date which is three Trading Days after the Conversion Date, and if on or after such date such Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the shares of Common Stock which such Holder anticipated receiving upon conversion, then the Company shall, within three Business Days after such Holder’s request therefore, (a) pay in cash to such Holder the amount by which (i) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ii) the amount obtained by multiplying (x) the number of shares of Common Stock required to be issued and delivered upon such conversion, by (y) the price at which the sell order giving rise to such purchase obligation was executed, and (b) at the option of such Holder, either reinstate the Security (or portion thereof) and equivalent number of shares of Common Stock for which such conversion was not timely honored, or deliver to the Holder the number of shares of Common Stock that should have been issued and delivered upon conversion as required by the terms hereof. If a Holder converts more than one Security at the same time, the number of full shares of Common Stock issuable upon such conversion shall be based on the total principal amount of all Securities converted. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order (1) To convert a Security, a Holder must (i) if the Security is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to exercise the conversion privilegeConversion Agent, (ii) if the Security is in definitive form, surrender the Security to the Conversion Agent, (iii) if the Security is in definitive form, furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 12.3 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. The later of (x) the date on which the Holder satisfies all of the foregoing requirements and (y) the Determination Date is the "Conversion Date." As promptly as practicable after the Conversion Date and in any event within three Business Days thereof, the Company shall deliver to the Holder through the Conversion Agent cash and shares of any Common Stock in the amounts calculated in accordance with Section 12.14. (2) The Person in whose name the Security is registered shall be deemed to be converted shall a stockholder of record on the Conversion Date; provided that no surrender to of a Security on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case of a depositary of a Global Security, record holder or holders thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on any the next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. (3) No payment or adjustment will be made for accrued but unpaid interest (including Additional Interest, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a Regular Record Date next preceding any Interest Payment Date and prior to the opening of business on the next Interest Payment Date, including the date of maturity, Holders of such Securities at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Additional Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall (except in the case of Securities or portions thereof which have not be converted; provided that no such check shall be required if such Security has been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to period between the close of business on such record date and the day opening of business on such Interest Payment Date, or if such Security is surrendered for conversion on the Interest Payment Date. If the Company defaults in the payment of interest (including Additional Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. (4) Upon surrender of such Securities for conversion a Security that is converted in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datepart, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in the Security (except in the case of a depositary of a Global Security, for Securities. The date on which the customary procedures of Holder satisfies all those requirements is the depositary will applyconversion date (the "Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Prior to the Conversion Date, a Holder of a Security shall have no rights as a shareholder with respect to the shares of Common Stock into which such Security is convertible. The Person in whose name the certificate is registered shall be treated as a shareholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons <PAGE> 61 entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security and such Security shall be cancelled and no longer outstanding. No payment or adjustment will be made for accrued Original Issue Discount, unpaid interest, liquidated damages, dividends on, or other distributions with respect to, any converted Security or Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01) attributable to the period from the Issue Date (or, if the Issuers have exercised the option provided for in Section 10.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company Issuers shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable following the Conversion Date, the Holder of any Security to be converted shall surrender to Issuers will deliver, directly or through the Company such SecurityConversion Agent, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount in cash (the "Cash Amount") equal to the interest payable on such Interest Payment Date on Initial Principal Amount at Maturity of the principal amount of Securities being surrendered for conversion. Except as provided in The difference, if positive, between the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account Conversion Value and the Initial Principal Amount at Maturity of any interest accrued on the Securities surrendered for conversion (the "Premium") may be satisfied, at the option of the Issuers, exercisable at any time or on account from time to time, by an instrument in writing signed by the Issuers, by delivering to a Converting Holder, in addition to the Cash Amount, either (i) an amount in cash equal to the Premium or (ii) the number of any dividends whole shares of Common Stock equal to the quotient of (x) the Premium for such Securities divided by (y) the last reported Sales Price of the Company's Common Stock on the Conversion Date (if the Conversion Date is not a Business Day, then on the Business Day immediately preceding the Conversion Date), plus a cash payment for fractional shares determined pursuant to Section 10.03. At any time after which the Securities could be converted by action of the Holder, at the written request of a Holder, the Company will, within five calendar days of receipt of such request, notify such Holder whether the Premium will be satisfied in cash or Company Common Stock issued upon conversionas aforesaid. Securities Any such notice by the Company will be irrevocable for 60 calendar days (or such longer period as the Company may specify on the notice), and then may only be revoked after ten additional calendar days notice. All elections or notices contemplated to be given by the Company in this paragraph will be made or given by delivery of written notice to the Trustee as herein provided and to the Holder. In the event that the Issuers elect to satisfy the Premium with Common Shares, the person in whose name the certificate is registered shall be deemed to have been converted immediately prior to treated as a stockholder of record on and after the close of business on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Contingent Additional Principal attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued and payable Contingent Cash Interest with respect to the converted Security through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Cash Amount, together with any payment cash or Common Stock in lieu respect of any fraction the Premium, in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such cash or Common Stock in respect of the Premium shall be treated as delivered, to the extent thereof, in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the Cash Amount shall be treated as delivered in exchange for the Initial Principal Amount at Maturity of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the Cash Amount, together with the cash or Common Stock in respect of the Premium, issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company Issuers shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount Security surrendered." 2.2 Section 10.05 of such Security.the Indenture is hereby amended and restated in its entirety to read as follows:

Conversion Procedure. In order to exercise To convert a Security of any series, a Holder must satisfy the requirements for conversion contained on the Securities of that series. The date on which the Holder satisfies all those requirements is the conversion privilegedate. 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 shares of Company Stock deliverable upon the conversion and cash or its check in lieu of any fractional share. The person in whose name the certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted shall surrender to the Company such Securityis a Legal Holiday in a place where a Conversion Agent is located, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in may be surrendered to that Conversion Agent on the case next succeeding day that is not a Legal Holiday. The Company will not be required to deliver certificates for shares of Company Stock upon conversion while the Company's stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Company Stock shall be delivered as soon as the customary procedures stock transfer books shall again be opened. Registered Securities of the depositary will apply). Securities any series surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Registered Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Company on or after such Interest Payment Date unless the Company shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the penultimate paragraph of Section 2.13, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Registered Securities surrendered for conversion or on account of any dividends on the Common Company Stock issued upon conversion. If Bearer Securities of a series are convertible into Company Stock, then such Securities, to be converted, shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionsurrendered, together with any payment all unmatured coupons and all matured coupons in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereofdefault appertaining thereto, at the expense of place and in the Company, a new Security or manner specified for Bearer Securities of the applicable said series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securityas contemplated by Section 2.02. Section 10.04.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements set forth in paragraph 8 of the Securities. The first date on which the Holder satisfies all those requirements in respect of a Security is the conversion privilegedate. As soon as practical on or after the conversion date, the Company shall deliver through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of any a Security to be converted shall surrender to at the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency close of the Company maintained business on a record date pursuant to Section 9.22.03(b) hereof), accompanied by written notice or for dividends or distributions on any Common Stock issued upon conversion of any Security. If a Holder converts more than one Security at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If Common Stock is to be issued in substantially the form name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security (except remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the case of a depositary of a Global form attached to the Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular interest payment record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been converted after February 1, 2011, the last record date, or (a) called for redemption on a Provisional Redemption Date within or (b) subject to purchase following a Fundamental Change Purchase Date, in each case of (a) or (b) occurring during the period beginning at the close of business on a regular interest payment record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversion. Except as provided in the immediately preceding sentenceconverted, no payment or adjustment and such interest shall be made upon any payable to such registered Holder notwithstanding the conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior such Security, subject to the close provisions of business on this Indenture relating to the day payment of defaulted interest by the Company. Upon surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date but in any event no later than the seventh Business Day following the Conversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officers' Certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of a book-entry delivery in accordance with paragraph 8 of the Security and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount or cash interest attributable to the period from the Issue Date of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursu- ant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for the greater of Original Issue Discount or cash interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on June 16, 2023, (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (c) upon the occurrence of certain corporate transactions more fully described in paragraph 8 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate or, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary mandatory conversion pursuant to Section 5.20, the date specified as the conversion date in the notice of mandatory conversion given to holders of Securities pursuant to Section 5.18, provided that such conversion date must be after the date of the mailing of such notice (the "Conversion Date"). As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Trustee a certificate or certificates for the number of Ordinary Shares issuable upon the conversion pursuant to Sections 5.01, 5.03 and 5.20, as applicable. Such certificate or certificates will be sent by the Trustee to the Conversion Agent for delivery to the holder. The Person in whose name the certificate is registered shall become the holder of record of the shares represented thereby on the Conversion Date and, as of such date, such Person's rights as a Noteholder with respect to the converted Security shall cease; provided, however, that, except as otherwise provided in this Section 5.02, no surrender of a Global Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person entitled to receive the Ordinary Shares upon such conversion as the holder of record of such Ordinary Shares on such date, but such surrender shall be effective to constitute the Person entitled to receive such Ordinary Shares as the holder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on Ordinary Shares issued upon conversion of a Security, for which the customary procedures of the depositary will apply). Securities surrendered except that, if any holder surrenders a Security for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such Interest Payment Date conversion, accrued and unpaid interest payable on such Security on such interest payment date shall (except in be paid on such interest payment date to the person who was the holder of such Security at the close of business on such record date. In the case of Securities or portions thereof which have been called any Security surrendered for redemption conversion after the close of business on a Redemption record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, unless such Security is to be repurchased on a Change of Control Payment Date within after such period) record date and prior to such interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionsuch Security so converted. Except Holders of Ordinary Shares issued upon conversion will not be entitled to receive any dividends payable to holders of Ordinary Shares as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to record time before the close of business on the day of surrender of such Securities for conversion in accordance with Conversion Date. If a holder converts more than one Security at the foregoing provisionssame time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock Ordinary Shares issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise 4.2.1 To convert a Security, a Holder must (i) complete and manually sign the conversion privilege, notice on the Holder back of any the Security to be converted shall surrender and deliver such notice to the Company such SecurityConversion Agent, duly endorsed or assigned to (ii) surrender the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in certificates representing the Security (except if any) to the Trustee, (iii) furnish appropriate endorsements and transfer documents if required by the Trustee, and (iv) if required, pay all transfer and similar taxes. The date on which the Holder satisfies all of those requirements is the “Conversion Date”. Upon the conversion of a Security, the Company will pay the cash and deliver the Shares, as applicable, as promptly as practicable after the later of the Conversion Date and the date that all calculations necessary to make such payment and delivery have been made, but in no event later than five Business Days after the later of those dates. Anything herein to the contrary notwithstanding, in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) notices may be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of delivered and such Securities may be surrendered for conversion in accordance with the foregoing provisions, and at such time Applicable Procedures. 4.2.2 The person in whose name the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock Shares are issuable upon conversion shall be treated for all purposes deemed to be a holder of record of such Shares on the Conversion Date; provided, however, that no surrender of a Security on any Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the Shares upon conversion as the record holder or holders of such Common Stock at and after Shares on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the person or persons entitled to receive such Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall issue no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on Shares issued upon conversion of a Security prior to the issuance of such Shares. In the event that a Holder exercises its right to convert the Securities held by such Holder in accordance with this Article 4, following the issuance by the Company of a Notice of Redemption such Holder will be entitled, in addition to the applicable number of Shares, to receive accrued and shall deliver at such office or agency a certificate or certificates unpaid interest, if any, for the period from the last Interest Payment Date to the Conversion Date. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. Instead, accrued interest will be deemed paid by the Shares received by the Holder on conversion. Delivery to the Holder of the full number of full shares of Common Stock issuable upon conversionShares into which the Security is convertible, together with any cash payment in lieu of any fraction such Holder’s fractional Shares, will thus be deemed: (a) to satisfy the Company’s obligation to pay the principal amount of a shareSecurity; and (b) to satisfy the Company’s obligation to pay accrued and unpaid interest. Therefore, as provided accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. 4.2.3 Nothing in this Section 12.3. shall affect the right of a Holder in whose name any Security is registered at the close of business on a Regular Record Date to receive the interest payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. 4.2.4 In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Companywithout service charge, a new Security or Securities of the applicable series of authorized denominations in an aggregate principal amount equal to the the, and in exchange for, unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof.

Conversion Procedure. In order to exercise the conversion privilege(a) To convert a Note, the Holder thereof must (1) complete and sign the "Form of any Security Election to be converted shall surrender to the Convert" thereon (unless such Holder is The Depository Trust Company such Security("DTC") or its nominee, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the which case of a depositary of a Global Security, for which the customary procedures of the depositary DTC will apply), (2) surrender such Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Note Registrar or the Conversion Agent and (4) pay any transfer or similar tax if required by Section 1206 . Securities surrendered The Company's delivery to the Holder of a fixed number of shares of Common Stock (and any cash in lieu of fractional shares of Common Stock into which such Note is converted) shall be deemed to satisfy the Company's obligation to pay the principal amount of such Note and, except as provided in the next sentence, all accrued interest on such Note. If such Note (including a Note which has been called for conversion during the period from the close redemption and even if a Change of business on any Control Offer has been made) is converted after a Regular Record Date next preceding any and prior to the related Interest Payment Date Date, the full interest installment on such Note scheduled to the opening of business be paid on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on to the principal amount Holder of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to record at the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. date. (b) As promptly as practicable on or after the conversion datesurrender of a Note in compliance with this Section 1202, the Company shall issue and shall deliver at such the office or agency of the Note Registrar or the Conversion Agent to such Holder, or on such Holder's written order, a certificate or certificates for the full number of full whole shares of Common Stock issuable upon conversion, together the conversion of such Note in accordance with the provisions of this Article Twelve and a check or cash with respect to any payment in lieu fractional share of any fraction of a share, Common Stock arising upon such conversion as provided in Section 12.31203. In the case any Note of any Security which is converted in part onlya denomination greater than $1,000 shall be surrendered for partial conversion, upon such conversion then, subject to Article Two, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyNote so surrendered, without charge to such Holder, a new Security Note or Securities of the applicable series of Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount surrendered Note. (c) Each conversion shall be deemed to have been effected on the date on which such Note shall have been surrendered in compliance with this Section 1202, and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares of Common Stock represented thereby for all purposes; provided, however, that no surrender of - 55 - 64 a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive such shares upon such conversion as the record holder or holders of such Securityshares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open and, in any such case, such conversion shall be at the Conversion Price in effect on the date on which such Note shall have been surrendered. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered to that Conversion Agent on the next succeeding Business Day. Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of such Note.