Common use of Additional Distributions Clause in Contracts

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder of a Debenture, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 206. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company obtains more definitive information on which to calculate the amount of an Additional Distribution, the Company shall true up the amount of any estimated Additional Distribution, to the Holders of Debentures as of the applicable record date (as provided in Section 206(b) or pursuant to Section 206(f), as the case may be) related to the date on which such Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest Period. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business on the Regular Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid after the Regular Record Date for such interest payment, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment Date. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution), the Company shall pay, to the Holder of each Debenture, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (determined in accordance with Section 206(d) or (e)), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary Distribution. Any distribution pursuant to this subsection (c) shall be made by the Company on the 20th Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the Extraordinary Distribution by the applicable Reference Company or Reference Company Successor, and shall be distributed to such Holders on the 10th Business Day following such special record date. (d) If an Extraordinary Distribution consists of securities that are Marketable Securities (other than Common Equity Securities which are, or shall become, Reference Shares other than in the case of a Final Period Distribution), the Company shall pay to the Holders of the Debentures an amount in cash per Debenture equal to the product of (i) the number of those securities received by a holder of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect of such Extraordinary Distribution and (ii) the average of the Closing Prices of those securities for the 45 Scheduled Trading Days commencing on the Scheduled Trading Day immediately following the date on which such Extraordinary Distribution is made by the applicable Reference Company to its stockholders. (e) If an Extraordinary Distribution consists of assets or property other than cash or securities that are Marketable Securities, the Company shall pay to Holders of the Debentures an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of the applicable Reference Shares. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors expects that the aggregate fair market value will be in excess of $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ Certificate. (f) At least five Business Days prior to the payment of an Extraordinary Additional Distribution by the Company pursuant to Section 206(c), the Company shall deliver to the Trustee a Board Resolution setting a special record date for such Extraordinary Additional Distribution and an Officers’ Certificate setting forth: (i) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date, and (ii) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date. If any Extraordinary Additional Distribution relates to any assets or other property that do not constitute Marketable Securities, then at least five Business Days prior to such Extraordinary Additional Distribution, the Company shall deliver to the Trustee: (i) a Board Resolution establishing the fair market value of the assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (ii) an Officers’ Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date in respect of any assets or other property that is not publicly traded and (b) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly traded. At or prior to 10:00 a.m., New York City time, on the date an Extraordinary Additional Distribution is to be made pursuant to Section 206(c), the Company shall deposit with the Trustee or with a Paying Agent the amount of the Extraordinary Additional Distribution required to be paid on such date. The Company shall issue a press release setting forth the amount per Debenture of any Extraordinary Additional Distribution, and shall deliver such press release to DTC for dissemination through the DTC broadcast facility for so long as the Debentures are in global form.

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder of a Debenture, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 206. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company obtains more definitive information on which to calculate the amount of an Additional Distribution, the Company shall true up the amount of any estimated Additional Distribution, to the Holders of Debentures as of the applicable record date (as provided in Section 206(b) or pursuant to Section 206(f), as the case may be) related to the date on which such Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess a Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest Period. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business 5:00 p.m., New York City time, on the Regular Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid after the Regular Record Date for such interest payment, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment Date. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution), the Company shall paydeliver, to the Holder of each Debenture, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (determined in accordance with Section 206(d206(e) or (ef)), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary Distribution. Any distribution pursuant to this subsection (c) shall be made by the Company on the 20th Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the Extraordinary Distribution by the applicable Reference Company or Reference Company SuccessorCompany, and shall be distributed to such Holders on the 10th Business Day following such special record date. (d) If an Extraordinary Distribution consists of securities or units that are Marketable Securities (other than Common Equity Securities securities which are, or shall become, Reference Shares other than Shares), such securities or units will be distributed by the Company to Holders of the Debentures in accordance with Section 206(c); provided, that the case Company shall not distribute fractional securities or units. In lieu of a Final Period Distribution)fractional securities or units, the Company shall pay to the Holders of the Debentures an amount in cash per Debenture equal to such fractional interest times the product Closing Price of (i) the number security or unit to be distributed determined in accordance with Section 206(e). For purposes of those securities received determining the existence of fractional interests, all Debentures held by a holder Holder shall be considered together (no matter how many separate certificates such Holder may have). (e) Notwithstanding the foregoing, the Company may, distribute, in lieu of the number of Reference Shares of the applicable Reference Company attributable securities or units referred to a Debenture in respect of such Extraordinary Distribution and (ii) Section 206(d), cash in an amount equal to the average of the Closing Prices of those the securities for or units that would otherwise have been distributed on the 45 Scheduled 15 scheduled Trading Days commencing on the Scheduled Trading Day immediately following the date on which such Extraordinary Distribution is made paid by the applicable Reference Company to its stockholdersCompany. (ef) If an Extraordinary Distribution consists of cash, assets or property other than cash securities or securities units that are Marketable Securities, the Company shall pay to Holders of the Debentures an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of the applicable Reference Shares. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors expects determines in good faith that there is a substantial likelihood that the aggregate fair market value will be in excess of $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ ' Certificate. (fg) At least five Business Days prior to the payment or delivery of an Extraordinary Additional Distribution by the Company pursuant to Section 206(c), the Company shall deliver to the Trustee a Board Resolution setting a special record date for such Extraordinary Additional Distribution and an Officers’ ' Certificate setting forth: (i) the exact amount of Marketable Securities or cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record dateDebenture, and (ii) the total amount of Marketable Securities or cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date. If any Extraordinary Additional Distribution distribution relates to any assets or other property that do is not constitute Marketable Securitiespublicly traded, then at least five Business Days prior to such Extraordinary Additional Distributiondistribution, the Company shall deliver to the Trustee: (i) a Board Resolution establishing the fair market value of the assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (ii) an Officers’ ' Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date in respect of any assets or other property that is not publicly traded and (b) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly traded. The Trustee is only responsible for distributing Marketable Securities in the form of global book-entry securities that are DTC eligible. At or prior to 10:00 a.m., New York City time, on the date an Extraordinary Additional Distribution is to be made pursuant to Section 206(c), the Company shall (i) in the case of an Extraordinary Additional Distribution consisting of cash or Marketable Securities where the Company has elected pursuant to Section 206(d) to deliver cash in lieu of the Marketable Securities, deposit with the Trustee or with a Paying Agent the an amount of cash equal to the Extraordinary Additional Distribution required to be paid on such date and (ii) in the case of an Extraordinary Additional Distribution consisting of Marketable Securities where the Company has not elected to deliver cash in lieu of Marketable Securities, transfer by book-entry to the account of the Trustee or a Paying Agent at DTC (or any successor Depository) the amount of Marketable Securities to be distributed in such Extraordinary Additional Distribution on such date. The Company shall act as its own Paying Agent for any Marketable Securities to be delivered other than through book-entry. The Company shall issue a press release setting forth the amount and composition, per Debenture Debenture, of any Extraordinary Additional Distribution, and shall deliver such press release to DTC for dissemination through the DTC broadcast facility for so long as the Debentures are in global form.

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder of a Debenture, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 206. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company obtains more definitive information on which to calculate the amount of an Additional Distribution, the Company shall true up the amount of any estimated Additional Distribution, to the Holders of Debentures as of the applicable record date (as provided in Section 206(b) or pursuant to Section 206(f), as the case may be) related to the date on which such Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess a Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest Period. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business 5:00 p.m., New York City time, on the Regular Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid after the Regular Record Date for such interest payment, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment Date. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution), the Company shall pay, to the Holder of each Debenture, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (determined in accordance with Section 206(d) or (e)), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary Distribution. Any distribution pursuant to this subsection (c) shall be made by the Company on the 20th Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the Extraordinary Distribution by the applicable Reference Company or Reference Company Successor, and shall be distributed to such Holders on the 10th Business Day following such special record date. (d) If an Extraordinary Distribution consists of securities or units that are Marketable Securities (other than Common Equity Securities which are, or shall become, Reference Shares other than in the case of a Final Period Distribution), the Company shall pay to the Holders of the Debentures an amount in cash per Debenture equal to the product of (i) the number of those securities or units received by a holder of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect of such Extraordinary Distribution and (ii) the average of the Closing Prices of those securities or units for the 45 15 Scheduled Trading Days commencing on the Scheduled Trading Day immediately following the date on which such Extraordinary Distribution is made by the applicable Reference Company to its stockholders. (e) If an Extraordinary Distribution consists of assets or property other than cash or securities or units that are Marketable Securities, the Company shall pay to Holders of the Debentures an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of the applicable Reference Shares. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors expects that the aggregate fair market value will be in excess of $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ Certificate. (f) At least five Business Days prior to the payment of an Extraordinary Additional Distribution by the Company pursuant to Section 206(c), the Company shall deliver to the Trustee a Board Resolution setting a special record date for such Extraordinary Additional Distribution and an Officers’ ' Certificate setting forth: (i) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date, and (ii) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date. If any Extraordinary Additional Distribution relates to any assets or other property that do not constitute Marketable Securities, then at least five Business Days prior to such Extraordinary Additional Distribution, the Company shall deliver to the Trustee: (i) a Board Resolution establishing the fair market value of the assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (ii) an Officers’ Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date in respect of any assets or other property that is not publicly traded and (b) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly traded. At or prior to 10:00 a.m., New York City time, on the date an Extraordinary Additional Distribution is to be made pursuant to Section 206(c), the Company shall deposit with the Trustee or with a Paying Agent the amount of the Extraordinary Additional Distribution required to be paid on such date. The Company shall issue a press release setting forth the amount per Debenture Debenture, of any Extraordinary Additional Distribution, and shall deliver such press release to DTC for dissemination through the DTC broadcast facility for so long as the Debentures are in global form.

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder all Holders of a DebentureDebentures, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 206. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company obtains more definitive information on which to calculate the amount of an Additional Distribution, the Company shall true up the amount of any estimated Additional Distribution, to the Holders of Debentures as of the applicable record date (as provided in Section 206(b) or pursuant to Section 206(f), as the case may be) related to the date on which such Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess a Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest PeriodDividend. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business 5:00 p.m., New York City time, on the Regular Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid after the Regular Record Date for such interest payment, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment Date. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution)Dividend, the Company shall paydeliver, to the Holder of each Debenture, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (determined in accordance with Section 206(d) or (e)), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary DistributionDividend. Any distribution pursuant to this subsection (c) shall be made by the Company on the 20th Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the Extraordinary Distribution by the applicable Reference Company or Reference Company SuccessorCompany, and shall be distributed to such Holders on the 10th Business Day following such special record date. (d) If an Extraordinary Distribution consists of securities or units that are Marketable Securities (other than Common Equity Securities securities which are, or shall become, Reference Shares other than Shares), such securities or units will be distributed by the Company to Holders of the Debentures in accordance with Section 206(c); provided, that the case Company shall not distribute fractional securities or units. In lieu of a Final Period Distribution)fractional securities or units, the Company shall pay to the Holders of the Debentures an amount in cash per Debenture equal to the product Closing Price, as of (i) the number special record date, of those securities received the security or unit to be distributed multiplied by such fractional interest. For purposes of determining the existence of fractional interests, all Debentures held by a holder Holder shall be considered together (no matter how many separate certificates such Holder may have). In the event the Company is unable to distribute any securities or units as part of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect an Extraordinary Additional Distribution because any necessary qualifications or registrations of such Extraordinary Distribution and (ii) securities or units under applicable state or federal securities laws cannot be obtained on a timely basis, the Company may instead deliver, in lieu of such securities or units, cash based on the average of the Closing Prices of those such securities for or units over the 45 Scheduled five Trading Days commencing ending on the Scheduled Trading Day immediately following next preceding the date on which distribution by the Company of such Extraordinary Distribution is made by the applicable Reference Company to its stockholdersAdditional Distribution. (e) If an Extraordinary Distribution consists of cash, assets or property other than cash securities or securities units that are Marketable Securities, the Company shall pay to Holders of the Debentures an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of the applicable Reference Shares. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors expects determines in good faith that there is a substantial likelihood that the aggregate fair market value will be in excess of $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ ' Certificate. (f) At least five Business Days prior to the payment or delivery of an Extraordinary Additional Distribution by the Company pursuant to Section 206(c), the Company shall deliver to the Trustee a Board Resolution setting a special record date for such Extraordinary Additional Distribution and an Officers’ ' Certificate setting forth: (i) the exact amount of Marketable Securities or cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record dateDebenture, and (ii) the total amount of Marketable Securities or cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date. If any Extraordinary Additional Distribution distribution relates to any assets or other property that do is not constitute Marketable Securitiespublicly traded, then at least five Business Days prior to such Extraordinary Additional Distributiondistribution, the Company shall deliver to the Trustee: (iA) a Board Resolution establishing the fair market value of the assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (iiB) an Officers’ ' Certificate setting forth (aI) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date in respect of any assets or other property that is not publicly traded and (bII) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly traded. The Trustee is only responsible for distributing Marketable Securities in the form of global book entry securities that are DTC eligible. At or prior to 10:00 a.m., New York City time, on the date an Extraordinary Additional Distribution is to be made pursuant to Section 206(c), the Company shall (x) in the case of an Extraordinary Additional Distribution consisting of cash, deposit with the Trustee or with a Paying Agent the an amount of cash equal to the Extraordinary Additional Distribution required to be paid on such date and (y) in the case of an Extraordinary Additional Distribution consisting of Marketable Securities, transfer by book-entry to the account of the Trustee or a Paying Agent at DTC (or any successor Depository) the amount of Marketable Securities to be distributed in such Extraordinary Additional Distribution on such date. The Company shall act as its own Paying Agent for any Marketable Securities to be delivered other than through book-entry. The Company shall issue a press release setting forth the amount and composition, per Debenture Debenture, of any Extraordinary Additional DistributionDistribution and the Adjusted Principal Amount thereof, and shall deliver such press release to DTC for dissemination through the DTC broadcast facility for so long as the Debentures are in global formfacility.

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder of a Debenture, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 206. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company obtains more definitive information on which to calculate the amount of an Additional Distribution, the Company shall true up the amount of any estimated Additional Distribution, to the Holders of Debentures as of the applicable record date (as provided in Section 206(b) or pursuant to Section 206(f), as the case may be) related to the date on which such Additional Distribution was initially payable or paid, as the case may be2.13. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess a Regular Additional Distribution, 75% of the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest Period. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business 5:00 p.m., New York City time, on the Regular Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid after the Regular Record Date for such interest payment, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment Date. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution), the Company shall pay, deliver to the Holder of each Debenture, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (determined in accordance with Section 206(d2.13(d) or (e)), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary Distribution. Any distribution pursuant to this subsection (c) shall be made by the Company on the 20th Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the Extraordinary Distribution by the applicable Reference Company or Reference Company SuccessorCompany, and shall be distributed to such Holders on the 10th Business Day following such special record date. (d) If an Extraordinary Distribution consists of securities or units that are Marketable Securities (other than Common Equity Securities securities which are, or shall become, Reference Shares other than Shares), such securities or units will be distributed by the Company to Holders of the Debentures in accordance with Section 2.13(c); provided, that the case Company shall not distribute fractional securities or units. In lieu of a Final Period Distribution)fractional securities or units, the Company shall pay to the Holders of the Debentures an amount in cash per Debenture equal to the product Closing Price, as of (i) the number special record date, of those the security or unit to be distributed multiplied by such fractional interest. For purposes of determining the existence of fractional interests, the Company shall allocate its distributions so as to permit News Corporation Finance Trust II to redistribute the securities received to each holder of BUCS, with all BUCS held by a holder Holder considered together (no matter how many separate certificates such Holder may have). In the event the Company is unable to distribute any securities or units as part of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect an Extraordinary Additional Distribution because any necessary qualifications or registrations of such Extraordinary Distribution and (ii) securities or units under applicable state or federal securities laws cannot be obtained on a timely basis, the Company may instead deliver, in lieu of such securities or units, cash based on the average of the Closing Prices of those such securities for or units over the 45 Scheduled ten Trading Days commencing ending on the Scheduled Trading Day immediately following next preceding the date on which distribution by the Company of such Extraordinary Distribution is made by the applicable Reference Company to its stockholdersAdditional Distribution. (e) If an Extraordinary Distribution consists of cash, assets or property other than cash securities or securities units that are Marketable Securities, the Company shall pay to Holders of the Debentures an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of the applicable Reference Shares. Such fair market value shall be equal to the amount determined in good faith by the News Corporation's Board of Directors, unless the Board of Directors expects determines in good faith that there is a substantial likelihood that the aggregate fair market value will be in excess of $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company News Corporation for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ ' Certificate. (f) At least five Business Days prior to the payment or delivery of an Extraordinary Additional Distribution by the Company pursuant to Section 206(c2.13(c), the Company shall deliver to the Trustee a Board Resolution setting a special record date for such Extraordinary Additional Distribution and an Officers’ ' Certificate setting forth: (i) the exact amount of Marketable Securities or cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record dateDebenture, and (ii) the total amount of Marketable Securities or cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date. If any Extraordinary Additional Distribution distribution relates to any assets or other property that do is not constitute Marketable Securitiespublicly traded, then at least five Business Days prior to such Extraordinary Additional Distributiondistribution, the Company shall deliver to the Trustee: (i) a Board Resolution establishing the fair market value of the assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (ii) an Officers’ ' Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date in respect of any assets or other property that is not publicly traded and (b) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly traded. The Trustee is only responsible for distributing Marketable Securities in the form of global book entry securities that are DTC eligible. At or prior to 10:00 a.m., New York City time, on the date an Extraordinary Additional Distribution is to be made pursuant to Section 206(c2.13(c), the Company shall (i) in the case of an Extraordinary Additional Distribution consisting of cash, deposit with the Trustee or with a Paying Agent the an amount of cash equal to the Extraordinary Additional Distribution required to be paid on such date and (ii) in the case of an Extraordinary Additional Distribution consisting of Marketable Securities, transfer by book-entry to the account of the Trustee or a Paying Agent at DTC (or any successor Depository) the amount of Marketable Securities to be distributed in such Extraordinary Additional Distribution on such date. The Company shall act as its own Paying Agent for any Marketable Securities to be delivered other than through book-entry. The Company shall issue a press release setting forth the amount and composition, per Debenture BUCS, of any Extraordinary Additional Distribution, and shall deliver such press release to DTC for dissemination through the DTC broadcast facility for so long as the Debentures are facility. Any Additional Distribution will be paid or made without any interest or other payment in global formrespect of such amounts.

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder of a Debenture, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 206. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company obtains more definitive information on which to calculate the amount of an Additional Distribution, the Company shall true up the amount of any estimated Additional Distribution, to the Holders of Debentures as of the applicable record date (as provided in Section 206(b) or pursuant to Section 206(f), as the case may be) related to the date on which such Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest Period. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business on the Regular Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid after the Regular Record Date for such interest payment, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment Date. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution), the Company shall pay, to the Holder of each Debenture, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (determined in accordance with Section 206(d) or (e)), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary Distribution. Any distribution pursuant to this subsection (c) shall be made by the Company on the 20th Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the Extraordinary Distribution by the applicable Reference Company or Reference Company Successor, and shall be distributed to such Holders on the 10th Business Day following such special record date. (d) If an Extraordinary Distribution consists of securities that are Marketable Securities (other than Common Equity Securities which are, or shall become, Reference Shares other than in the case of a Final Period Distribution), the Company shall pay to the Holders of the Debentures an amount in cash per Debenture equal to the product of (i) the number of those securities received by a holder of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect of such Extraordinary Distribution and (ii) the average of the Closing Prices of those securities for the 45 Scheduled Trading Days commencing on the Scheduled Trading Day immediately following the date on which such Extraordinary Distribution is made by the applicable Reference Company to its stockholders. (e) If an Extraordinary Distribution consists of assets or property other than cash or securities that are Marketable Securities, the Company shall pay to Holders of the Debentures an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of the applicable Reference Shares. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors expects that the aggregate fair market value will be in excess of $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ Certificate. (f) At least five Business Days prior to the payment of an Extraordinary Additional Distribution by the Company pursuant to Section 206(c), the Company shall deliver to the Trustee a Board Resolution setting a special record date for such Extraordinary Additional Distribution and an Officers’ ' Certificate setting forth: (i) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date, and (ii) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date. If any Extraordinary Additional Distribution relates to any assets or other property that do not constitute Marketable Securities, then at least five Business Days prior to such Extraordinary Additional Distribution, the Company shall deliver to the Trustee: (i) a Board Resolution establishing the fair market value of the assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (ii) an Officers’ Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date in respect of any assets or other property that is not publicly traded and (b) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly traded. At or prior to 10:00 a.m., New York City time, on the date an Extraordinary Additional Distribution is to be made pursuant to Section 206(c), the Company shall deposit with the Trustee or with a Paying Agent the amount of the Extraordinary Additional Distribution required to be paid on such date. The Company shall issue a press release setting forth the amount per Debenture of any Extraordinary Additional Distribution, and shall deliver such press release to DTC for dissemination through the DTC broadcast facility for so long as the Debentures are in global form.

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder of a DebentureHolder, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 2062.05; provided, however, that the Company shall not make any Additional Distribution in respect of an Extraordinary Distribution to the extent that such Additional Distribution would cause the Adjusted Principal Amount of the Debentures to be reduced to an amount that is less than $0.00. If an Extraordinary Distribution would exceed the Adjusted Principal Amount of the Debentures, the Company will only pay to Holders of the Debentures that portion of such Extraordinary Distribution that reduces the Adjusted Principal Amount to $0.00. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company estimates the amount of an Additional Distribution and thereafter obtains more definitive information on which to calculate the amount of an such Additional Distribution, the Company shall true up the amount of any such estimated Additional Distribution, Distribution and pay any shortfall to the Holders of Debentures as of the applicable record date (as provided below in this Section 206(b) or pursuant to Section 206(f), as the case may be2.05) related to the date on which such the estimated Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Reference Share Distribution that is an Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess any Regular Cash Dividend(s) in any Interest Period that is in excess of the Regular Cash Dividend in any Interest PeriodAmount. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business on the Regular Interest Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid by the applicable Reference Company to its stockholders after the Regular such Interest Record Date for such interest paymentDate, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment DateDate to Holders as of the close of business on the Interest Record Date therefor. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Publicly Traded Common Equity Securities Securities, which will instead become Reference Shares other than in the case of a Final Period DistributionShares), the Company shall pay, to the Holder each holder of each a Debenture, as an Extraordinary Additional Distribution, Distribution all dividends and distributions, or the fair market value thereof (as determined in accordance with Section 206(d) or (e)below), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary Distribution. Any distribution Additional Distribution payable pursuant to this subsection (c) Section 2.05 that is attributable to an Extraordinary Distribution shall be made paid by the Company on the 20th fifth Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the related Extraordinary Distribution by the applicable Reference Company (or successor Reference Company) to its stockholders or, if later, the third Trading Day after the amount of such Additional Distribution is determined, to each Holder of the Debentures as of the close of business on a special record date for the payment of such Additional Distribution, which record date shall correspond to the record date set by such Reference Company Successor, and shall be distributed to such Holders (or Successor Reference Company) for the distribution on the 10th Business Day following such special record dateits Reference Shres. (d) In the case of any Extraordinary Distribution that consists of cash, the Company shall pay, to each Holder of a Debenture, as an Additional Distribution on each Debenture, the amount of the cash distribution received by a holder of the number of Reference Shares of the relevant Reference Company attributable to a Debenture. (e) If an Extraordinary Distribution consists of securities that are Marketable Securities (other than Publicly Traded Common Equity Securities which are, or shall become, will become Reference Shares other than in the case of a Final Period DistributionShares), the Company shall pay to the Holders of the Debentures Holders, as an Additional Distribution, an amount in cash per Debenture equal to the product of (i) the number of those securities received by a holder of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect of such Extraordinary Distribution and (ii) the average of the Closing Prices of those securities for the 45 Scheduled 30 Trading Days commencing on the Scheduled Trading Day immediately following the date on which such Extraordinary Distribution is made by the applicable Reference Company to its stockholders. (ef) If an Extraordinary Distribution consists of assets or property other than cash or securities that are Marketable Securities, the Company shall pay to Holders of the Debentures Holders, as an Additional Distribution on each Debenture, an amount of cash equal to the fair market value thereofof the assets or property distributed to a holder of the number of Reference Shares of the relevant Reference Company attributable to a Debenture; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of by the applicable Reference SharesCompany to its stockholders. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors Company expects that the aggregate fair market value will be in excess of the assets or property so distributed on the number of Reference Shares of the relevant Reference Company attributable to all of the outstanding Debentures to exceed $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ Certificate. Any such determination will be conclusive absent manifest error. (fg) At least five three Business Days prior to the payment of an Extraordinary Additional Distribution by the Company pursuant to this Section 206(c)2.05 of (i) an Extraordinary Additional Distribution or (ii) any Regular Additional Distribution to be made after the Adjusted Principal Amount of the Debentures has been reduced to $0.00, the Company shall deliver to the Trustee a Board Resolution setting a the special record date and payment date for such Extraordinary Additional Distribution or Regular Additional Distribution, as applicable, and an Officers’ Certificate setting forthwhich: (i) sets forth the exact dollar amount of cash such Extraordinary Additional Distribution or Regular Additional Distribution, as applicable, to be distributed paid on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such the special record date, ; and (ii) sets forth the total dollar amount of cash such Extraordinary Additional Distribution or Regular Additional Distribution, as applicable, to be distributed paid on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such the special record date. If any Extraordinary Additional Distribution relates to any assets or other property that do not constitute Marketable Securitiesof the type described in the preceding paragraph, then at least five Business Days prior to the payment date of such Extraordinary Additional Distribution, the Company shall deliver to the Trustee: (i) Trustee a Board Resolution establishing setting forth the fair market value of the such assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (ii) an Officers’ Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as determination of such special record date in respect of any assets or other property that is not publicly traded and (b) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly tradedfirm. At or prior to 10:00 a.m., New York City time, on the date of payment of an Extraordinary Additional Distribution is to be made or Regular Additional Distribution pursuant to this Section 206(c)2.05, the Company shall deposit with the Trustee or with a Paying Agent the amount of the such Extraordinary Additional Distribution or Regular Additional Distribution, in cash, required to be paid on such date. The Company shall issue a press release setting forth the amount per Debenture of any Additional Distribution to be made by the Company that is attributable to an Extraordinary Additional Distribution, and shall deliver such press release to DTC the Depositary for dissemination through the DTC Depositary broadcast facility (or other book-entry clearing house utilized by the Depositary for transfers of interests in the Global Debenture) for so long as the Debentures are in global (book-entry) form. Any Additional Distribution shall be paid without any interest or other payment in respect of the Excess Regular Cash Dividend or the Extraordinary Distribution to which it relates.

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder all Holders of a DebentureDebentures, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 206. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company obtains more definitive information on which to calculate the amount of an Additional Distribution, the Company shall true up the amount of any estimated Additional Distribution, to the Holders of Debentures as of the applicable record date (as provided in Section 206(b) or pursuant to Section 206(f), as the case may be) related to the date on which such Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess a Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest PeriodDividend. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business 5:00 p.m., New York City time, on the Regular Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid after the Regular Record Date for such interest payment, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment Date. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution)Dividend, the Company shall paydeliver, to the Holder of each Debenture, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (determined in accordance with Section 206(d) or (e)), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary DistributionDividend. Any distribution pursuant to this subsection (c) shall be made by the Company on the 20th Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the Extraordinary Distribution by the applicable Reference Company or Reference Company SuccessorCompany, and shall be distributed to such Holders on the 10th Business Day following such special record date. (d) If an Extraordinary Distribution consists of securities or units that are Marketable Securities (other than Common Equity Securities securities which are, or shall become, Reference Shares other than Shares), such securities or units will be distributed by the Company to Holders of the Debentures in accordance with Section 206(c); provided, that the case Company shall not distribute fractional securities or units. In lieu of a Final Period Distribution)fractional securities or units, the Company shall pay to the Holders of the Debentures an amount in cash per Debenture equal to the product Closing Price, as of (i) the number special record date, of those securities received the security or unit to be distributed multiplied by such fractional interest. For purposes of determining the existence of fractional interests, all Debentures held by a holder Holder shall be considered together (no matter how many separate certificates such Holder may have). In the event the Company is unable to distribute any securities or units as part of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect an Extraordinary Additional Distribution because any necessary qualifications or registrations of such Extraordinary Distribution and (ii) securities or units under applicable state or federal securities laws cannot be obtained on a timely basis, the Company may instead deliver, in lieu of such securities or units, cash based on the average of the Closing Prices of those such securities for or units over the 45 Scheduled five Trading Days commencing ending on the Scheduled Trading Day immediately following next preceding the date on which distribution by the Company of such Extraordinary Distribution is made by the applicable Reference Company to its stockholdersAdditional Distribution. (e) If an Extraordinary Distribution consists of cash, assets or property other than cash securities or securities units that are Marketable Securities, the Company shall pay to Holders of the Debentures an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of the applicable Reference Shares. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors expects determines in good faith that there is a substantial likelihood that the aggregate fair market value will be in excess of $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ ' Certificate. (f) At least five Business Days prior to the payment or delivery of an Extraordinary Additional Distribution by the Company pursuant to Section 206(c), the Company shall deliver to the Trustee a Board Resolution setting a special record date for such Extraordinary Additional Distribution and an Officers’ Certificate setting forth: (i) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date, and (ii) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date. If any Extraordinary Additional Distribution relates to any assets or other property that do not constitute Marketable Securities, then at least five Business Days prior to such Extraordinary Additional Distribution, the Company shall deliver to the Trustee: (i) a Board Resolution establishing the fair market value of the assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (ii) an Officers’ Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date in respect of any assets or other property that is not publicly traded and (b) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly traded. At or prior to 10:00 a.m., New York City time, on the date an Extraordinary Additional Distribution is to be made pursuant to Section 206(c), the Company shall deposit with the Trustee or with a Paying Agent the amount of the Extraordinary Additional Distribution required to be paid on such date. The Company shall issue a press release setting forth the amount per Debenture of any Extraordinary Additional Distribution, and shall deliver such press release to DTC for dissemination through the DTC broadcast facility for so long as the Debentures are in global form.deliver

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder all Holders of a DebentureDebentures, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 206. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company obtains more definitive information on which to calculate the amount of an Additional Distribution, the Company shall true up the amount of any estimated Additional Distribution, to the Holders of Debentures as of the applicable record date (as provided in Section 206(b) or pursuant to Section 206(f), as the case may be) related to the date on which such Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess a Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest PeriodDividend. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business 5:00 p.m., New York City time, on the Regular Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid after the Regular Record Date for such interest payment, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment Date. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution)Dividend, the Company shall paydeliver, to the Holder of each Debenture, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (determined in accordance with Section 206(d) or (e)), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary DistributionDividend. Any distribution pursuant to this subsection (c) shall be made by the Company on the 20th Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the Extraordinary Distribution by the applicable Reference Company or Reference Company SuccessorCompany, and shall be distributed to such Holders on the 10th Business Day following such special record date. (d) If an Extraordinary Distribution consists of securities or units that are Marketable Securities (other than Common Equity Securities securities which are, or shall become, Reference Shares other than Shares), such securities or units will be distributed by the Company to Holders of the Debentures in accordance with Section 206(c); provided, that the case Company shall not distribute fractional securities or units. In lieu of a Final Period Distribution)fractional securities or units, the Company shall pay to the Holders of the Debentures an amount in cash per Debenture equal to the product Closing Price, as of (i) the number special record date, of those securities received the security or unit to be distributed multiplied by such fractional interest. For purposes of determining the existence of fractional interests, all Debentures held by a holder Holder shall be considered together (no matter how many separate certificates such Holder may have). In the event the Company is unable to distribute any securities or units as part of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect an Extraordinary Additional Distribution because any necessary qualifications or registrations of such Extraordinary Distribution and (ii) securities or units under applicable state or federal securities laws cannot be obtained on a timely basis, the Company may instead deliver, in lieu of such securities or units, cash based on the average of the Closing Prices of those such securities for or units over the 45 Scheduled five Trading Days commencing ending on the Scheduled Trading Day immediately following next preceding the date on which distribution by the Company of such Extraordinary Distribution is made by the applicable Reference Company to its stockholdersAdditional Distribution. (e) If an Extraordinary Distribution consists of cash, assets or property other than cash securities or securities units that are Marketable Securities, the Company shall pay to Holders of the Debentures an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of the applicable Reference Shares. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors expects that the aggregate fair market value will be is in excess of $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ ' Certificate. (f) At least five Business Days prior to the payment or delivery of an Extraordinary Additional Distribution by the Company pursuant to Section 206(c), the Company shall deliver to the Trustee a Board Resolution setting a special record date for such Extraordinary Additional Distribution and an Officers’ ' Certificate setting forth: (i) the exact amount of Marketable Securities or cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record dateDebenture, and (ii) the total amount of Marketable Securities or cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date. If any Extraordinary Additional Distribution distribution relates to any assets or other property that do is not constitute Marketable Securitiespublicly traded, then at least five Business Days prior to such Extraordinary Additional Distributiondistribution, the Company shall deliver to the Trustee: (i) a Board Resolution establishing the fair market value of the assets or other property, unless such fair market assets or other property has an aggregate value is determined by a nationally recognized investment banking or appraisal firmin excess of $100,000,000, in which case the Company shall deliver to the Trustee the report of a nationally recognized investment banking or appraisal firm as to the fair market value of such firm and assets or other property, (ii) an Officers’ ' Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date in respect of any assets or other property that is not publicly traded and (biii) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly traded. The Trustee is only responsible for distributing Marketable Securities in the form of global book entry securities which are DTC eligible. At or prior to 10:00 a.m., New York City time, on the date an Extraordinary Additional Distribution is to be made pursuant to Section 206(c), the Company shall (i) in the case of an Extraordinary Additional Distribution consisting of cash, deposit with the Trustee or with a Paying Agent the an amount of cash equal to the Extraordinary Additional Distribution required to be paid on such date and (ii) in the case of an Extraordinary Additional Distribution consisting of Marketable Securities, transfer by book-entry to the account of the Trustee or a Paying Agent at DTC (or any successor Depository) the amount of Marketable Securities to be distributed in such Extraordinary Additional Distribution on such date. The Company shall act as its own Paying Agent for any Marketable Securities to be delivered other than through book-entry. The Company shall issue a press release setting forth the amount and composition, per Debenture Debenture, of any Extraordinary Additional Distribution, and shall deliver such press release to DTC for dissemination through the DTC broadcast facility for so long as the Debentures are in global formfacility.

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder of a Debenture, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 206. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company obtains more definitive information on which to calculate the amount of an Additional Distribution, the Company shall true up the amount of any estimated Additional Distribution, to the Holders of Debentures as of the applicable record date (as provided in Section 206(b) or pursuant to Section 206(f), as the case may be) related to the date on which such Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess a Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest PeriodDividend. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business 5:00 p.m., New York City time, on the Regular Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid after the Regular Record Date for such interest payment, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment Date. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution), the Company shall paydeliver, to the Holder of each Debenture, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (determined in accordance with Section 206(d) or (e)), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary Distribution. Any distribution pursuant to this subsection (c) shall be made by the Company on the 20th Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the Extraordinary Distribution by the applicable Reference Company or Reference Company SuccessorCompany, and shall be distributed to such Holders on the 10th Business Day following such special record date. (d) If an Extraordinary Distribution consists of securities or units that are Marketable Securities (other than Common Equity Securities securities which are, or shall become, Reference Shares other than Shares), such securities or units will be distributed by the Company to Holders of the Debentures in accordance with Section 206(c); provided, that the case Company shall not distribute fractional securities or units. In lieu of a Final Period Distribution)fractional securities or units, the Company shall pay to the Holders of the Debentures an amount in cash per Debenture equal to the product Closing Price, as of (i) the number special record date, of those securities received the security or unit to be distributed multiplied by such fractional interest. For purposes of determining the existence of fractional interests, all Debentures held by a holder Holder shall be considered together (no matter how many separate certificates such Holder may have). In the event the Company is unable to distribute any securities or units as part of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect an Extraordinary Additional Distribution because any necessary qualifications or registrations of such Extraordinary Distribution and (ii) securities or units under applicable state or federal securities laws cannot be obtained on a timely basis, the Company may instead deliver, in lieu of such securities or units, cash based on the average of the Closing Prices of those such securities for or units over the 45 Scheduled five Trading Days commencing ending on the Scheduled Trading Day immediately following next preceding the date on which distribution by the Company of such Extraordinary Distribution is made by the applicable Reference Company to its stockholdersAdditional Distribution. (e) If an Extraordinary Distribution consists of cash, assets or property other than cash securities or securities units that are Marketable Securities, the Company shall pay to Holders of the Debentures an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of the applicable Reference Shares. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors expects determines in good faith that there is a substantial likelihood that the aggregate fair market value will be in excess of $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ ' Certificate. (f) At least five Business Days prior to the payment or delivery of an Extraordinary Additional Distribution by the Company pursuant to Section 206(c), the Company shall deliver to the Trustee a Board Resolution setting a special record date for such Extraordinary Additional Distribution and an Officers’ Certificate setting forth: (i) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date, and (ii) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date. If any Extraordinary Additional Distribution relates to any assets or other property that do not constitute Marketable Securities, then at least five Business Days prior to such Extraordinary Additional Distribution, the Company shall deliver to the Trustee: (i) a Board Resolution establishing the fair market value of the assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (ii) an Officers’ Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as of such special record date in respect of any assets or other property that is not publicly traded and (b) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly traded. At or prior to 10:00 a.m., New York City time, on the date an Extraordinary Additional Distribution is to be made pursuant to Section 206(c), the Company shall deposit with the Trustee or with a Paying Agent the amount of the Extraordinary Additional Distribution required to be paid on such date. The Company shall issue a press release setting forth the amount per Debenture of any Extraordinary Additional Distribution, and shall deliver such press release to DTC for dissemination through the DTC broadcast facility for so long as the Debentures are in global form.deliver

Additional Distributions. (a) The Company shall distribute, or cause to be distributed, as an Additional Distribution to each Holder of a DebentureHolder, any Reference Share Distribution received by holders of Reference Shares, or the cash value thereof, in accordance with this Section 2062.05; provided, however, that the Company shall not make any Additional Distribution in respect of an Extraordinary Distribution to the extent that such Additional Distribution would cause the Adjusted Principal Amount of the Debentures to be reduced to an amount that is less than $0.00. If an Extraordinary Distribution would exceed the Adjusted Principal Amount of the Debentures, the Company shall only pay to Holders that portion of such Extraordinary Distribution that reduces the Adjusted Principal Amount to $0.00. The Company shall determine the amount of any Additional Distribution based on information that is publicly available to the Company, which may require the Company to estimate the amount of an Additional Distribution. If and to the extent the Company estimates the amount of an Additional Distribution and thereafter obtains more definitive information on which to calculate the amount of an such Additional Distribution, the Company shall true up the amount of any such estimated Additional Distribution, Distribution and pay any shortfall to the Holders of Debentures as of the applicable record date (as provided below in this Section 206(b) or pursuant to Section 206(f), as the case may be2.05) related to the date on which such estimated Additional Distribution was initially payable or paid, as the case may be. (b) In the case of any Excess Regular Cash Dividend, the Company shall pay, to the Holder of each Debenture, as an Excess Regular Additional Distribution, the amount of cash received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Excess Regular Cash Dividend in any Interest Period. Such payment shall be made by the Company on the next Interest Payment Date to Holders of Debentures as of the close of business on the Regular Interest Record Date for such Interest Payment Date, unless the Excess Regular Cash Dividend is paid by the applicable Reference Company to its stockholders after the Regular such Interest Record Date for such interest paymentDate, in which case the Excess Regular Additional Distribution will be payable on the next subsequent Interest Payment DateDate to Holders as of the close of business on the Interest Record Date therefor. (c) In the case of any Extraordinary Distribution (other than an Extraordinary Distribution of Publicly Traded Common Equity Securities which will instead become Reference Shares other than in the case of a Final Period Distribution), the Company shall pay, pay to the Holder of each DebentureHolders, as an Extraordinary Additional Distribution, all dividends and distributions, or the fair market value thereof (as determined in accordance with Section 206(d) or (e)below), received by a holder of the number of Reference Shares of the applicable Reference Company attributable to such Debenture in respect of such Extraordinary Distribution. Any distribution Additional Distribution that is attributable to an Extraordinary Distribution payable pursuant to this subsection (c) Section 2.05 shall be made paid by the Company on the 20th fifth Business Day following the date of such Extraordinary Distribution to Holders of Debentures as of a special record date which shall be the 10th Business Day after the date of the payment of the related Extraordinary Distribution by the applicable Reference Company (or successor Reference Company) to its stockholders or, if later, the third Trading Day after the amount of such Additional Distribution is determined, to each holder of the Debentures as of the close of business on a special record date for the payment of such Additional Distribution, which shall correspond to the record date set by such Reference Company Successor, and shall be distributed to (or successor) for such Holders on the 10th Business Day following such special record dateExtraordinary Distribution. (d) If an Extraordinary Distribution consists of securities that are Marketable Securities (other than Publicly Traded Common Equity Securities which are, or shall become, Reference Shares other than in the case of a Final Period Distribution), the Company shall pay to the Holders of the Debentures Holders, as an Extraordinary Additional Distribution, an amount in cash per Debenture equal to the product of (i) the number of those securities received by a holder of the number of Reference Shares of the applicable Reference Company attributable to a Debenture in respect of such Extraordinary Distribution and (ii) the average of the Closing Prices of those securities for the 45 Scheduled 20 Trading Days commencing on the Scheduled Trading Day immediately following the date on which such Extraordinary Distribution is made by the applicable Reference Company to its stockholders. (e) If an Extraordinary Distribution consists of assets or property other than cash or securities that are Marketable Securities, the Company shall pay to Holders of the Debentures Holders, as an Extraordinary Additional Distribution, an amount of cash equal to the fair market value thereof; such fair market value to be determined as of the date such Extraordinary Distribution is made or paid to holders of by the applicable Reference SharesCompany to its stockholders. Such fair market value shall be equal to the amount determined in good faith by the Board of Directors, unless the Board of Directors expects that the aggregate fair market value will be in excess of the assets or property so distributed on the number of Reference Shares of the relevant Reference Company attributable to all of the outstanding Debentures to exceed $100,000,000, in which case such fair market value shall be determined by a nationally recognized investment banking or appraisal firm retained by the Company for this purpose. The fair market value so determined shall Any such determination will be set forth in a Board Resolution or, in the case of a determination by an investment banking or appraisal firm, an Officers’ Certificateconclusive absent manifest error. (f) At least five Business Days prior to the payment of an Extraordinary Additional Distribution by the Company pursuant to this Section 206(c)2.05, the Company shall deliver to the Trustee a Board Resolution setting a the special record date and payment date for such Extraordinary Additional Distribution and an Officers’ Certificate setting forthwhich: (i) sets forth the exact dollar amount of cash such Extraordinary Additional Distribution to be distributed paid on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding outstanding as of such the special record date, ; and (ii) sets forth the total dollar amount of cash such Extraordinary Additional Distribution to be distributed paid on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding outstanding as of such the special record date. If any Extraordinary Additional Distribution relates to any assets or other property that do not constitute Marketable Securitiesof the type described in Section 2.05(e), then at least five Business Days prior to the payment date of such Extraordinary Additional Distribution, the Company shall deliver to the Trustee: (i) Trustee a Board Resolution establishing setting forth the fair market value of the such assets or other property, unless such fair market value is determined by a nationally recognized investment banking or appraisal firm, in which case the Company shall deliver to the Trustee the report of such firm and (ii) an Officers’ Certificate setting forth (a) the exact amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to each Debenture that is Outstanding as determination of such special record date in respect of any assets or other property that is not publicly traded and (b) the total amount of cash to be distributed on or with respect to the Reference Shares of the applicable Reference Company attributable to all Debentures that are Outstanding as of such special record date in respect of any assets or other property that is not publicly tradedfirm. At or prior to 10:00 a.m., New York City time, on the date of payment of an Extraordinary Additional Distribution is to be made pursuant to this Section 206(c)2.05, the Company shall deposit with the Trustee or with a Paying Agent the amount of the such Extraordinary Additional Distribution Distribution, in cash, required to be paid on such date. The Company shall issue a press release setting forth the amount per Debenture of any Extraordinary Additional Distribution to be made by the Company that is attributable to an Extraordinary Distribution, and shall deliver such press release to DTC the Depositary for dissemination through the DTC Depositary broadcast facility (or other book-entry clearing house utilized by the Depositary for transfers of interests in the Global Debenture) for so long as the Debentures are in global (book-entry) form. Any Additional Distribution shall be paid without any interest or other payment in respect of the Excess Regular Cash Dividend or the Extraordinary Distribution to which it relates.