Common use of Adjustment Upon Certain Fundamental Changes Clause in Contracts

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04, the Conversion Rate for such Securities shall be increased by an additional number of shares of Capital Stock (the "Additional Shares") as described below. Any conversion shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "Effective Date") and the Stock Price paid per share of Capital Stock in the Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-year. (ii) if the Stock Price is greater than $200 per share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) if the Stock Price is less than $65.90 per share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Capital Stock issuable upon conversion exceed 15.1745 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date and (b) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii9.01(a)(iii)(B) or Section 9.01(a)(iii)(C) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1June 30, 2014 2013 and also constitutes a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.049.04, the Conversion Rate for such Securities so converted shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light as a result of the expected or actual occurrence of a such Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "Effective Date") Date and the Stock Price paid per share of Capital Common Stock in the Fundamental Change. If a Holder elects to convert its Securities prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder will not be entitled to an increased Conversion Rate in connection with such conversion. (c) The Stock Prices set forth in the first row column headings of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.029.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such the adjustment giving rise to the Stock Price adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.029.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) if the Stock Price is greater than $200 70.00 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iii) if the Stock Price is less than $65.90 17.45 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Capital Common Stock issuable upon conversion of the Securities exceed 15.1745 57.3065 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion RateRate under Section 9.02. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 9.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c9.01(c) and Section 11.01(d9.01(d) above, on the third Business Trading Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective DateDate of the Fundamental Change, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective DateDate of the Fundamental Change, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares If such increased Settlement Amount results in an increase in the amount of Capital Stock cash to be delivered following paid to Holders, the Effective Date Company shall be subject to Section 11.04 pay such increase in cash, and if such increased Settlement Amount results in an increase in the Maximum Deliverable Shares, the Company shall be delivered deliver such increase in Reference Property (or, at the Company’s election as set forth in Section 9.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Reference Property issuable upon the conversion). In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes Section 9.03 does not become effective. (ii) If the last day of the Observation Period for such Securities is on or after the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c9.01(c) and Section 11.01(d9.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date of the Fundamental Change and (b) the third Business Trading Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Common Stock to be delivered on or following the Effective Date of the Fundamental Change shall be subject to Section 11.04 9.04 and shall be delivered in Reference Property (or, at the Company’s election as set forth in Section 9.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Common Stock issuable upon the conversion).

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii) above in connection with Notes at a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes time when a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04has occurred, the Conversion Rate for such Securities Notes so converted shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion of Notes shall be deemed to have occurred in connection with such Fundamental Change only if (i) in the case of a Fundamental Change described in clause (2) of the definition of Fundamental Change, such Securities Notes are surrendered for conversion at a time when from and after the Securities would be convertible date that is 30 Scheduled Trading Days prior to the anticipated Effective Date of such Fundamental Change through and including the Business Day immediately preceding the related Fundamental Change Purchase Date, or (ii) in light of the expected or actual occurrence case of a Fundamental Change described in clause (1) or (3) of the definition of Fundamental Change, such Notes are surrendered for conversion from and notwithstanding after the fact that Effective Date of such Fundamental Change through and including the Business Day immediately preceding the related Fundamental Change Purchase Date. The Company shall notify Holders and issue a Security may then be convertible because another condition press release (x) at least 30 Scheduled Trading Days prior to conversion has been satisfiedthe anticipated Effective Date of any Fundamental Change described in clause (2) of the definition of Fundamental Change and (y) no later than five Business Days after the Effective Date of any other Fundamental Change. (b) Upon surrender of Notes for conversion in connection with a Fundamental Change, the Company shall deliver to a converting Holder shares of Common Stock, including Additional Shares, in accordance with Section 5.04(e) below. If the consideration for the Common Stock in any Fundamental Change described in clause (2) of the definition of Fundamental Change is comprised entirely of cash, for any conversion of Notes following the Effective Date of such Fundamental Change, the conversion obligation shall be calculated based solely on the “Stock Price” for the transaction and shall be deemed to be an amount equal to the applicable Conversion Rate (including any adjustment to the Conversion Rate described in this Section 5.04) multiplied by such Stock Price. In such event, the conversion obligation shall be determined and paid to Holders in cash on the third Business Day following the conversion date. (c) The number of Additional Shares by which the Conversion Rate will shall be increased will shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid or deemed paid per share of Capital Common Stock in the Fundamental Change. If a Holder elects to convert its Notes prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder shall not be entitled to an increased Conversion Rate in connection with such conversion. (cd) The Stock Prices set forth in the first row column headings of the table in Schedule A hereto will and in clauses (ii) and (iii) of the immediately succeeding paragraph shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is adjusted pursuant to Section 11.025.02. The adjusted Stock Prices will shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 11.025.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year.; (ii) if the Stock Price is greater than $200 150.00 per share (subject to adjustment), no Additional Shares will shall be issued upon conversion.added to the Conversion Rate; and (iii) if the Stock Price is less than $65.90 32.15 per share (subject to adjustment), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will shall the total number of shares of Capital Common Stock issuable upon conversion exceed 15.1745 31.1041 per $1,000 principal amount of SecuritiesNotes, subject to adjustments in the same manner as the Conversion RateRate under Section 5.02. (de) Settlement Upon effectiveness of Securities tendered for conversion as any Fundamental Change described under clause (2) of the definition of Fundamental Change, the Notes will be convertible only into Reference Property, if applicable. If the Company is required to which increase the Conversion Rate will be increased for Notes converted in connection with such Fundamental Change by Additional Shares pursuant to this Section 11.03 as a result of the Fundamental Change, Notes so surrendered for conversion shall occur be settled as follows: : (i) if the last day of date on which the Observation Period Notes are surrendered for such Securities conversion is on or prior to the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall (A) deliver the Settlement Amount (together with cash in lieu amount of fractional shares)shares of Common Stock, determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate then in effect without giving effect regard to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth described above in this subsection) Section 5.04, on the later to occur of (a) the Effective Date and (b) the third Business Trading Day immediately following the applicable Conversion Date relating to such Securities. Any shares of Capital Stock to be delivered on or Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; and (ii) if the date on which the Notes are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall be subject deliver an amount of Reference Property equal to Section 11.04 and shall be delivered in the amount of Reference PropertyProperty that would have been issuable upon conversion of the Notes immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares on the Settlement Date.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii) above in connection with Notes at a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes time when a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Changehas occurred, subject to Section 11.04, then the Conversion Rate for such Securities shall applicable to the Notes so converted will be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below, which is also referred to as the Change of Control Make-Whole. Any conversion shall of Notes will be deemed to have occurred in connection with such a Fundamental Change giving rise to an adjustment only if (i) in the case of a Fundamental Change described in clause (2) of the definition thereof, such Securities Notes are surrendered for conversion at a time when from and after the Securities would be convertible date that is 35 Scheduled Trading Days prior to the anticipated Effective Date of such Fundamental Change through and including the Business Day immediately preceding the related Fundamental Change Purchase Date, or (ii) in light of the expected or actual occurrence case of a Fundamental Change described in clause (1) of the definition thereof, such Notes are surrendered for conversion from and notwithstanding after the fact that a Security may then be convertible because another condition Effective Date of such Fundamental Change through and including the Business Day immediately preceding the related Fundamental Change Purchase Date. The Company will notify Noteholders of any Fundamental Change described in clause (2) of the definition thereof not later than 35 Scheduled Trading Days prior to conversion has been satisfiedthe anticipated Effective Date (excluding such anticipated Effective Date) of such Fundamental Change. (b) Upon surrender of Notes for conversion in connection with a Fundamental Change, the Company shall have the right to deliver, in lieu of shares of Common Stock, including the Additional Shares, cash or a combination of cash and shares of Common Stock as provided under Section 6.02(c); provided, however, that if the consideration for the Common Stock in any Fundamental Change described in clause (2) of the definition of Fundamental Change is comprised entirely of cash, then, for any conversion of Notes following the Effective Date of such Fundamental Change, the amounts deliverable by the Company shall be calculated based solely on the Stock Price for the Fundamental Change and shall be deemed to be an amount equal to the applicable Conversion Rate (including any adjustment for Additional Shares described in this Section) multiplied by such Stock Price. In such event, the amounts deliverable by the Company shall be determined as of the Conversion Date and paid to Holders in cash on the third Business Day following the Conversion Date. (c) The number of Additional Shares by which the Conversion Rate will be increased will pursuant to Section 6.04(a) shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid or deemed paid per share of Capital Common Stock in the Fundamental Change. (c) . If a Holder elects to convert its Notes prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder will not be entitled to an increased Conversion Rate in connection with such conversion. The Stock Prices set forth in the first row column headings of the table in attached as Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities Notes is adjusted pursuant to Section 11.026.03. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such the adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-year. (ii) if the Stock Price is greater than $200 per share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) if the Stock Price is less than $65.90 per share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Capital Stock issuable upon conversion exceed 15.1745 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date and (b) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property.so

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii12.01(a)(iii) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes a such Fundamental Change as described in pursuant to clause (1) or (2) of the definition of “Fundamental Change, subject to Section 11.04” occurs, the Conversion Rate for such Securities shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall will be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfiedsatisfied or no condition to conversion exists. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid with respect to such transaction; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $37.00 per share (subject to adjustment as set forth in clause (c) below) or less than $10.84 per share (subject to adjustment as set forth in clause (c) below), then no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of Capital shares of Common Stock issuable upon conversion exceed 92.2509 shares per $1,000 principal amount of Securities, subject to adjustments in the Fundamental Changesame manner as the Conversion Rate pursuant to Section 12.02. (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.0212.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-year12.02. (ii) if the Stock Price is greater than $200 per share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) if the Stock Price is less than $65.90 per share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Capital Stock issuable upon conversion exceed 15.1745 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date and (b) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii) above in connection with Notes at a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes time when a Fundamental Change has occurred, then such Holder shall be entitled to receive Common Stock as described in clause (1) or (2) of determined by the definition of Fundamental Change, subject to Section 11.04, the applicable Conversion Rate for such Securities shall be increased by an additional number and the Change of shares of Capital Stock (the "Additional Shares") as described belowControl Make-Whole. Any conversion shall of Notes will be deemed to have occurred in connection with such a Fundamental Change giving rise to an adjustment only if (i) in the case of a Fundamental Change described in clause (2) of the definition thereof, such Securities Notes are surrendered for conversion at a time when from and after the Securities would be convertible date that is 35 Scheduled Trading Days prior to the anticipated Effective Date of such Fundamental Change through and including the Business Day immediately preceding the related Fundamental Change Purchase Date, or (ii) in light of the expected or actual occurrence case of a Fundamental Change described in clause (1) of the definition thereof, such Notes are surrendered for conversion from and notwithstanding after the fact that a Security may then be convertible because another condition Effective Date of such Fundamental Change through and including the Business Day immediately preceding the related Fundamental Change Purchase Date. The Company will notify Noteholders of any Fundamental Change described in clause (2) of the definition thereof not later than 35 Scheduled Trading Days prior to conversion has been satisfiedthe anticipated Effective Date (excluding such anticipated Effective Date) of such Fundamental Change. (b) The number Change of Additional Shares by which the Conversion Rate Control Make-Whole that a Holder will be increased will entitled to receive pursuant to Section 6.04(a) shall be equal to a percentage of $1,000 of principal amount and determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid per share Conversion Value as a percentage of Capital Stock in $1,000 of principal amount of Notes being converted. If a Holder elects to convert its Notes prior to the Effective Date of any Fundamental Change, and the Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Schedule A hereto Change does not occur, such Holder will not be adjusted as of any date on which the entitled to an increased Conversion Rate of the Securities is adjusted pursuant to Section 11.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to in connection with such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02conversion. The exact Stock Prices Conversion Value and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price Conversion Value is between two Stock Price Conversion Value amounts in the table or the Effective Date is between two Effective Dates in the table, the number Change of Additional Shares Control Make-Whole percentage will be determined by a straight-line interpolation between the number Change of Additional Shares Control Make-Whole percentage set forth for the higher and lower Stock Price Conversion Value amounts and the two dates, as applicable, based on a 365-day year. (ii) if the Stock Price Conversion Value is greater than $200 per share (subject to adjustment)600.00%, no Additional Shares adjustment to the Change of Control Make-Whole percentage will be issued upon conversionmade. (iii) if the Stock Price Conversion Value is less than $65.90 per share (subject to adjustment)83.33%, no Additional Shares adjustment to the Change of Control Make-Whole percentage will be issued upon conversionmade. Notwithstanding the foregoing, in no event will the total number Change of shares of Capital Stock issuable upon conversion Control Make-Whole exceed 15.1745 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day 16.6667% of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day par value of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effectiveNotes. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date and (b) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii) above in connection with Notes at a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes time when a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04Change has occurred, the Conversion Rate for such Securities Notes so converted shall be increased by an additional number of shares of Capital Common Stock (the "Additional Shares") as described below. Any conversion of Notes shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for the notice of conversion at a time when the Securities would be convertible in light of the expected or actual occurrence Notes is received by the Conversion Agent from, and including, the Effective Date of a the Fundamental Change up to, and notwithstanding including, the fact that a Security may then be convertible because another condition Business Day immediately prior to conversion has been satisfiedthe related Fundamental Change Purchase Date. (b) Upon surrender of Notes for conversion in connection with a Fundamental Change, the Company shall deliver to a converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of Notes to be converted divided by $1,000, multiplied by (ii) the applicable Conversion Rate (including the Additional Shares). The Company shall deliver such shares of Common Stock on the third Business Day immediately following the relevant Conversion Date. If the consideration for the Common Stock in any Fundamental Change described in clause (2) of the definition of Fundamental Change is comprised entirely of cash, the conversion obligation shall be calculated based solely on the "Stock Price" for the transaction and shall be deemed to be an amount equal to the applicable Conversion Rate multiplied by such Stock Price. In such event, the conversion obligation shall be determined and paid to Holders in cash on the third Business Day following the conversion date. The Company shall notify Holders of the Effective Date of any Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date. (c) The number of Additional Shares by which the Conversion Rate will shall be increased will shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "Effective Date") and the Stock Price paid or deemed paid per share of Capital Common Stock in the Fundamental Change. If a Holder elects to convert its Notes prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder shall not be entitled to an increased Conversion Rate in connection with such conversion. If the Fundamental Change is a transaction described in clause (1) or (2) of the definition thereof, and Holders of Common Stock receive only cash in that Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the last reported sale prices of Common Stock over the 10 consecutive Trading-Day period ending on the Trading Day immediately preceding the Effective Date of the Fundamental Change. (cd) The Stock Prices set forth in the first row column headings of the table in Schedule A hereto will shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is adjusted pursuant to Section 11.025.02. The adjusted Stock Prices will shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 11.025.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) if the Stock Price is greater than $200 102.00 per share (subject to adjustment), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. (iii) if the Stock Price is less than $65.90 25.50 per share (subject to adjustment), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will shall the total number of shares of Capital Common Stock issuable upon conversion exceed 15.1745 39.2157 per $1,000 principal amount of SecuritiesNotes, subject to adjustments in the same manner as the Conversion RateRate under Section 5.02. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date and (b) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii11.01(a)(iii)(B) or Section 11.01(a)(iii)(C) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1July 15, 2014 and also constitutes a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04, the Conversion Rate for such Securities so converted shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a such Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid per share of Capital Common Stock in the Fundamental Change. If a Holder elects to convert its Securities prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder will not be entitled to an increased Conversion Rate in connection with such conversion. (c) The Stock Prices set forth in the first row column headings of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) if the Stock Price is greater than $200 145.00 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iii) if the Stock Price is less than $65.90 40.18 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Capital Common Stock issuable upon conversion exceed 15.1745 24.8880 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion RateRate under Section 11.02. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Trading Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective DateDate of the Fundamental Change, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective DateDate of the Fundamental Change, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares If such increased Settlement Amount results in an increase in the amount of Capital Stock cash to be delivered following paid to Holders, the Effective Date Company shall be subject to Section 11.04 pay such increase in cash, and if such increased Settlement Amount results in an increase in the Maximum Deliverable Shares, the Company shall be delivered deliver such increase in Reference Property (or, at the Company’s election as set forth in Section 11.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Reference Property issuable upon the conversion). In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes Section 11.03 does not become effective. (ii) If the last day of the Observation Period for such Securities is on or after the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date of the Fundamental Change and (b) the third Business Trading Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Common Stock to be delivered on or following the Effective Date of the Fundamental Change shall be subject to Section 11.04 and shall be delivered in Reference Property (or, at the Company’s election as set forth in Section 11.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Common Stock issuable upon the conversion).

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii11.01(a)(iii)(B) or Section 11.01(a)(iii)(C) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1February 15, 2014 2012 and also constitutes a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04, the Conversion Rate for such Securities so converted shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a such Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid per share of Capital Common Stock in the Fundamental Change. If a Holder elects to convert its Securities prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder will not be entitled to an increased Conversion Rate in connection with such conversion. (c) The Stock Prices set forth in the first row column headings of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) if the Stock Price is greater than $200 ___ per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iii) if the Stock Price is less than $65.90 ___ per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Capital Common Stock issuable upon conversion exceed 15.1745 ___ per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion RateRate under Section 11.02. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Trading Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective DateDate of the Fundamental Change, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective DateDate of the Fundamental Change, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares If such increased Settlement Amount results in an increase in the amount of Capital Stock cash to be delivered following paid to Holders, the Effective Date Company shall be subject to Section 11.04 pay such increase in cash, and if such increased Settlement Amount results in an increase in the Maximum Deliverable Shares, the Company shall be delivered deliver such increase in Reference Property (or, at the Company’s election as set forth in Section 11.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Reference Property issuable upon the conversion). In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes Section 11.03 does not become effective. (ii) If the last day of the Observation Period for such Securities is on or after the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date of the Fundamental Change and (b) the third Business Trading Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Common Stock to be delivered on or following the Effective Date of the Fundamental Change shall be subject to Section 11.04 and shall be delivered in Reference Property (or, at the Company’s election as set forth in Section 11.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Common Stock issuable upon the conversion).

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii11.01(a)(iii)(B) or Section 11.01(a)(iii)(C) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1February 15, 2014 2012 and also constitutes a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04, the Conversion Rate for such Securities so converted shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a such Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid per share of Capital Common Stock in the Fundamental Change. If a Holder elects to convert its Securities prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder will not be entitled to an increased Conversion Rate in connection with such conversion. (c) The Stock Prices set forth in the first row column headings of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) if the Stock Price is greater than $200 135.00 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iii) if the Stock Price is less than $65.90 37.00 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Capital Common Stock issuable upon conversion exceed 15.1745 27.0270 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion RateRate under Section 11.02. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Trading Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective DateDate of the Fundamental Change, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective DateDate of the Fundamental Change, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares If such increased Settlement Amount results in an increase in the amount of Capital Stock cash to be delivered following paid to Holders, the Effective Date Company shall be subject to Section 11.04 pay such increase in cash, and if such increased Settlement Amount results in an increase in the Maximum Deliverable Shares, the Company shall be delivered deliver such increase in Reference Property (or, at the Company’s election as set forth in Section 11.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Reference Property issuable upon the conversion). In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes Section 11.03 does not become effective. (ii) If the last day of the Observation Period for such Securities is on or after the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date of the Fundamental Change and (b) the third Business Trading Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Common Stock to be delivered on or following the Effective Date of the Fundamental Change shall be subject to Section 11.04 and shall be delivered in Reference Property (or, at the Company’s election as set forth in Section 11.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Common Stock issuable upon the conversion).

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii) above in connection with Notes at a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes time when a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04Change has occurred, the Conversion Rate for such Securities Notes so converted shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall of Notes will be deemed to have occurred in connection with such Fundamental Change only if (i) in the case of a Fundamental Change described in clause (2) of the definition thereof, such Securities Notes are surrendered for conversion at a time when from and after the Securities would be convertible date that is 35 Scheduled Trading Days prior to the anticipated Effective Date of such Fundamental Change through and including the Business Day immediately preceding the related Fundamental Change Purchase Date, or (ii) in light of the expected or actual occurrence case of a Fundamental Change described in clause (1) of the definition thereof, such Notes are surrendered for conversion from and notwithstanding after the fact that a Security may then be convertible because another condition Effective Date of such Fundamental Change through and including the Business Day immediately preceding the related Fundamental Change Purchase Date. The Company will notify Noteholders not later than 35 Scheduled Trading Days prior to conversion has been satisfiedthe anticipated Effective Date of any Fundamental Change described in clause (2) of the definition thereof. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid or deemed paid per share of Capital Common Stock in the Fundamental Change. If a Holder elects to convert its Notes prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder will not be entitled to an increased Conversion Rate in connection with such conversion. (c) The Stock Prices set forth in the first row column headings of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities Notes is adjusted pursuant to Section 11.026.03. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.026.03. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) if the Stock Price is greater than $200 50.00 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iii) if the Stock Price is less than $65.90 5.25 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Capital Common Stock issuable upon conversion exceed 15.1745 190.4762 per $1,000 principal amount of SecuritiesNotes, subject to adjustments in the same manner as the Conversion RateRate under Section 6.03. (d) Settlement Upon effectiveness of Securities tendered for conversion as any Fundamental Change described under clause (2) of the definition of Fundamental Change, the Notes will be convertible only into Reference Property, if applicable. If the Company is required to which increase the Conversion Rate will be increased for Notes converted in connection with such Fundamental Change by Additional Shares pursuant to this Section 11.03 as a result of the Fundamental Change, Notes so surrendered for conversion shall occur be settled as follows: (i) if the last day of date on which the Observation Period Notes are surrendered for such Securities conversion is on or prior to the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall (A) deliver the Settlement Amount (together with cash in lieu amount of fractional shares)shares of Common Stock, determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate then in effect without giving effect regard to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth described above in this subsection) Section 6.04, on the later to occur of (a) the Effective Date and (b) the third Business Trading Day immediately following the applicable Conversion Date relating to such Securities. Any shares of Capital Stock to be delivered on or Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; and (ii) if the date on which the Notes are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall be subject deliver an amount of Reference Property equal to Section 11.04 and shall be delivered in the amount of Reference PropertyProperty that would have been issuable upon conversion of the Notes immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares on the Settlement Date.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii) above in connection with a transaction described therein and upon the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes occurrence of a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04, the Conversion Rate for such Securities shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares additional shares of Common Stock by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid with respect to such transaction; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $85.00 per share (subject to adjustment as set forth in clause (c) below) or less than $20.50 per share (subject to adjustment as set forth in clause (c) below), then no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of Capital shares of Common Stock issuable upon conversion exceed 48.7804 shares per $1,000 principal amount of Securities, subject to adjustments in the Fundamental Changesame manner as the Conversion Rate pursuant to Section 12.02. (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.0212.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-year. (ii) if the Stock Price is greater than $200 per share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) if the Stock Price is less than $65.90 per share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Capital Stock issuable upon conversion exceed 15.1745 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date and (b) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property.so

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii12.01(a)(iii) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes a such Fundamental Change as described in pursuant to clause (1), (2) or (25) of the definition of "Fundamental Change" occurs on or prior to August 15, subject to Section 11.042011, the Conversion Rate for such Securities shall be increased by an additional number of shares of Capital Common Stock (the "Additional SharesADDITIONAL SHARES") as described below. Any conversion shall will be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfiedsatisfied or no condition to conversion exists. (b) The number of Additional Shares shares of Common Stock by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "Effective DateEFFECTIVE DATE") and the Stock Price paid with respect to such transaction; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $17.25 per share (subject to adjustment as set forth in clause (c) below) or less than $4.25 per share (subject to adjustment as set forth in clause (c) below), then no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of Capital shares of Common Stock issuable upon conversion exceed 235.2941 shares per $1,000 principal amount of Securities, subject to adjustments in the Fundamental Changesame manner as the Conversion Rate pursuant to Section 12.02. (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.0212.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-year12.02. (ii) if the Stock Price is greater than $200 per share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) if the Stock Price is less than $65.90 per share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Capital Stock issuable upon conversion exceed 15.1745 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date and (b) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii12.01(a)(iii) above in connection with a transaction described therein and the transaction (1) has an Effective Date effective date occurring on or prior to March 1February 15, 2014 2011 and also constitutes a Fundamental Change as described in clause (1) or (2) of the definition of constitutes a Fundamental Change, subject to Section 11.0412.04 below, the Conversion Rate for such Securities shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change and will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective of such transaction (the "“Effective Date"”) and the Stock Price paid with respect to such transaction; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $40.00 per share (subject to adjustment as set forth in clause (c) below) or less than $10.85 per share, then no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of Capital shares of Common Stock issuable upon conversion exceed 92.1659 shares per $1,000 principal amount of Securities, subject to adjustments in the Fundamental Changesame manner as the Conversion Rate pursuant to Section 12.02. (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.0212.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-year. (ii) if the Stock Price is greater than $200 per share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) if the Stock Price is less than $65.90 per share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Capital Stock issuable upon conversion exceed 15.1745 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate12.02. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 12.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c12.01(c) and Section 11.01(d12.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Common Stock portion, if any, of such increased Settlement Amount over the cash and Capital Common Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Common Stock to be delivered following the Effective Date shall be subject to Section 11.04 12.05 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c12.01(c) and Section 11.01(d12.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date and (b) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Common Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 12.05 and shall be delivered in Reference Property.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii12.01(a)(iv) above in connection with a transaction described therein and the transaction (1) has an Effective Date effective date occurring on or prior to March 1, 2014 the Stated Maturity and also (2) constitutes a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04, the Conversion Rate for such Securities shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall will be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid with respect to such transaction; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $46.90 per share or less than $115.00 per share (in each case, subject to adjustment as set forth in clause (c) below), then no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of Capital shares of Common Stock issuable upon conversion exceed 21.3220 shares per $1,000 principal amount of Securities, subject to adjustments in the Fundamental Changesame manner as the Conversion Rate pursuant to Section 12.02. (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.0212.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-year. (ii) if the Stock Price is greater than $200 per share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) if the Stock Price is less than $65.90 per share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Capital Stock issuable upon conversion exceed 15.1745 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate12.02. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 12.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c12.01(c) and Section 11.01(d12.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Common Stock portion, if any, of such increased Settlement Amount over the cash and Capital Common Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Common Stock to be delivered following the Effective Date shall be subject to Section 11.04 12.05 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c12.01(c) and Section 11.01(d12.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (ax) the Business Day following the Effective Date and (by) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Common Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 12.05 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective.

Adjustment Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Securities pursuant in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances set forth in this Section 12.03, increase the Conversion Rate for the Securities so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Securities shall be deemed for these purposes to Section 11.01(a)(iiibe “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) above of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a transaction described therein and Make-Whole Fundamental Change pursuant to Section 12.01(a)(iii)(B), the transaction has an Company shall satisfy the related conversion obligation in accordance with Section 12.01(c); provided, however, that if, at the Effective Date occurring on or prior to March 1, 2014 and also constitutes of a Make-Whole Fundamental Change as described in clause (1) or (2b) of the definition of Fundamental Change, subject to Section 11.04the Reference Property is comprised entirely of cash, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the Conversion Rate for such Securities conversion obligation shall be increased by an additional number of shares of Capital calculated based solely on the Stock (Price for the "Additional Shares") as described below. Any conversion transaction and shall be deemed to have occurred be an amount equal to the applicable Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the conversion obligation shall be determined and paid to Holders in connection with such Fundamental Change only if such cash on the third Business Day following the Conversion Date. The Company shall notify the Holders of Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence Effective Date of a any Make-Whole Fundamental Change and notwithstanding the fact that issue a Security may then be convertible because another condition to conversion has been satisfiedpress release announcing such Effective Date no later than five Business Days after such Effective Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will shall be increased will shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the price (the “Stock Price Price”) paid (or deemed paid) per share of Capital the Common Stock in the Make-Whole Fundamental Change. If the holders of Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors of the Company shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five consecutive Trading Day period. (cd) The Stock Prices set forth in the first row column headings of the table in Schedule A hereto will shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.0212.02. The adjusted Stock Prices will shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 11.0212.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts Prices and the two datesearlier and later Effective Dates, as applicable, based on a 365-day year.; (ii) if the Stock Price is greater than $200 90.00 per share (subject to adjustmentadjustment in the same manner as the Stock Prices set forth in the column headings of the table pursuant to subsection (d) above), no Additional Shares will shall be issued upon conversion.added to the Conversion Rate; and (iii) if the Stock Price is less than $65.90 31.52 per share (subject to adjustmentadjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will shall the total number of shares of Capital Common Stock issuable upon conversion exceed 15.1745 31.7259 per $1,000 principal amount of Securities, subject to adjustments adjustment in the same manner as the Conversion RateRate pursuant to Section 12.02. (de) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 12.03 shall occur as follows: (i) if If the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c12.01(c) and Section 11.01(d12.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsectionSection 12.03. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsectionSection 12.03. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Common Stock portion, if any, of such increased Settlement Amount over the cash and Capital Common Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Common Stock to be delivered following the Effective Date shall be subject to Section 11.04 12.05 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c12.01(c) and Section 11.01(d12.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (ax) the Business Day following the Effective Date and (by) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Common Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 12.05 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this Section 12.03 never becomes effective.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii11.01(a)(iii)(B) or Section 11.01(a)(iii)(C) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1July 15, 2014 2017 and also constitutes a Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change, subject to Section 11.04, the Conversion Rate for such Securities so converted shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a such Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid per share of Capital Common Stock in the Fundamental Change. If a Holder elects to convert its Securities prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder will not be entitled to an increased Conversion Rate in connection with such conversion. (c) The Stock Prices set forth in the first row column headings of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) if the Stock Price is greater than $200 145.00 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iii) if the Stock Price is less than $65.90 40.18 per share (subject to adjustment), no Additional Shares will be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Capital Common Stock issuable upon conversion exceed 15.1745 24.8880 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion RateRate under Section 11.02. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Trading Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective DateDate of the Fundamental Change, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective DateDate of the Fundamental Change, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares If such increased Settlement Amount results in an increase in the amount of Capital Stock cash to be delivered following paid to Holders, the Effective Date Company shall be subject to Section 11.04 pay such increase in cash, and if such increased Settlement Amount results in an increase in the Maximum Deliverable Shares, the Company shall be delivered deliver such increase in Reference Property (or, at the Company’s election as set forth in Section 11.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Reference Property issuable upon the conversion). In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes Section 11.03 does not become effective. (ii) If the last day of the Observation Period for such Securities is on or after the fourth third Trading Day immediately preceding the Effective DateDate of the Fundamental Change, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (a) the Effective Date of the Fundamental Change and (b) the third Business Trading Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Common Stock to be delivered on or following the Effective Date of the Fundamental Change shall be subject to Section 11.04 and shall be delivered in Reference Property (or, at the Company’s election as set forth in Section 11.01(c), in lieu of such Reference Property, cash payable or any combination of cash payable and Common Stock issuable upon the conversion).

Adjustment Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Securities pursuant in connection with such Make-Whole Fundamental Change, the Company shall increase the Conversion Rate for the Securities so surrendered for conversion by a number of additional Ordinary Shares (the “Additional Shares”) as described below. A conversion of Securities shall be deemed for these purposes to Section 11.01(a)(iiibe “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Securities is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (2) above of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a transaction described therein and Make-Whole Fundamental Change, the transaction has an Effective Date occurring on or prior to March 1Company will deliver Ordinary Shares, 2014 and also constitutes a including the Additional Shares, as provided under Section 7.03; provided, however, that if the consideration for the Ordinary Shares in any Make-Whole Fundamental Change as described in clause (1) or (2) of the definition of Fundamental Change is comprised entirely of cash, for any conversion of the Securities following the Effective Date of such Make-Whole Fundamental Change, subject to Section 11.04, the Conversion Rate conversion obligation will be calculated based solely on the Share Price for such Securities shall be increased by an additional number of shares of Capital Stock (the "Additional Shares") as described below. Any conversion shall transaction and will be deemed to have occurred be an amount equal to the Applicable Conversion Rate (including any adjustment as described in connection with this Section 7.07) multiplied by such Fundamental Change only if Share Price. In such Securities are surrendered for event, the conversion at a time when obligation will be determined and paid to Holders in cash on the Securities would be convertible in light of third Business Day following the expected or actual occurrence of a Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfiedConversion Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock price (the “Share Price”) paid (or deemed paid) per Ordinary Share in the Make-Whole Fundamental Change. If the Holders of the Ordinary Shares receive only cash in a Make-Whole Fundamental Change described in clause (2) of the definition of Fundamental Change, the Share Price shall be the cash amount paid per share Ordinary Share. Otherwise, the Share Price shall be the average of Capital Stock in the Last Reported Sale Prices of the Ordinary Shares over the five Trading-Day period ending on, and including, the Trading Day preceding the Effective Date of such Make-Whole Fundamental Change. (cd) The Stock Share Prices set forth in the first row column headings of the table in Schedule A hereto will shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.02otherwise adjusted. The adjusted Stock Share Prices will shall equal the Stock Share Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the share price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. 7.04. (e) The exact Stock Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if If the Stock Share Price is between two Stock Share Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price share price amounts and the two dates, as applicable, based on a 365-day year. (ii) if If the Stock Share Price is greater than $200 100.00 per share (subject to adjustmentadjustment as set forth in clause (d) of this Section), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iii) if If the Stock Share Price is less than $65.90 10.49 per share (subject to adjustmentadjustment as set forth in clause (d) of this Section), no Additional Shares will be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will shall the total number of shares of Capital Stock issuable upon conversion Conversion Rate exceed 15.1745 95.3288 per $1,000 principal amount Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsectionSection 7.04. (f) on the later If a Holder of Securities elects to occur of (a) convert its Securities prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder shall not be entitled to an increased Conversion Rate in connection with such conversion. (bg) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares The Company will notify Holders of Capital Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 of any Make-Whole Fundamental Change and shall be delivered in Reference Propertyissue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 11.01(a)(iii12.01(a)(iv) above in connection with a transaction described therein and the transaction (1) has an Effective Date effective date occurring on or prior to March 1June 15, 2014 2016 and also constitutes a Fundamental Change as described in clause (1) or (2) of the definition of constitutes a Fundamental Change, subject to Section 11.0412.04 below, the Conversion Rate for such Securities shall be increased by an additional number of shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any conversion shall will be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the Stock Price paid with respect to such transaction; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $184.00 per share (subject to adjustment as set forth in clause (c) below) or less than $53.54 per share, then no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of Capital shares of Common Stock issuable upon conversion exceed 18.6776 shares per $1,000 principal amount of Securities, subject to adjustments in the Fundamental Changesame manner as the Conversion Rate pursuant to Section 12.02. (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.0212.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-year. (ii) if the Stock Price is greater than $200 per share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) if the Stock Price is less than $65.90 per share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Capital Stock issuable upon conversion exceed 15.1745 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate12.02. (d) Settlement of Securities tendered for conversion as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 12.03 shall occur as follows: (i) if the last day of the Observation Period for such Securities is on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c12.01(c) and Section 11.01(d12.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Common Stock portion, if any, of such increased Settlement Amount over the cash and Capital Common Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Common Stock to be delivered following the Effective Date shall be subject to Section 11.04 12.05 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c12.01(c) and Section 11.01(d12.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (ax) the Business Day following the Effective Date and (by) the third Business Day immediately following the Conversion Date relating to such Securities. Any shares of Capital Common Stock to be delivered on or following the Effective Date shall be subject to Section 11.04 12.05 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective.

Adjustment Upon Certain Fundamental Changes. (a) If and only to the extent a Holder elects to convert its Securities pursuant to Section 11.01(a)(iii) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to March 1, 2014 and also constitutes a Fundamental Change as described in clause (1) or (2) of the definition of Make-Whole Fundamental Change, subject to Section 11.04the Company will, if stockholder approval has been obtained, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Capital Common Stock (the "“Additional Shares"”) as described below. Any No adjustment to the Conversion Rate for the Securities will be made without stockholder approval. A conversion of Securities shall be deemed for these purposes to have occurred be “in connection with with” such Make-Whole Fundamental Change only if such Securities are surrendered for the notice of conversion at a time when of the Securities would be convertible in light is received by the Conversion Agent during the period from the Business Day following the Effective Date of the expected or actual occurrence of a Make-Whole Fundamental Change and notwithstanding to Close of Business on the fact that a Security may then be convertible because another condition to conversion has been satisfiedBusiness Day immediately preceding the related Fundamental Change Purchase Date. (b) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the "“Effective Date"”) and the price (the “Share Price”) paid (or deemed paid) per share of Common Stock in the Make-Whole Fundamental Change. If the Holders of the Common Stock receive only cash in a Make-Whole Fundamental Change, the Share Price will be the cash amount paid per share of Capital Common Stock. Otherwise, the Share Price shall be the average of the Last Reported Sale Prices of the Common Stock in over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of such Make-Whole Fundamental Change. (c) The Stock Share Prices set forth in the first row column headings of the table in Schedule A hereto will shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 11.02otherwise adjusted. The adjusted Stock Share Prices will shall equal the Stock Share Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the share price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 11.02. 7.04. (d) The exact Stock Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) if If the Stock Share Price is between two Stock Share Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Share Price amounts and the two datesearlier and later Effective Dates, as applicable, based on a 365360-day year. (ii) if If the Stock Share Price is greater than $200 4.50 per share (subject to adjustmentadjustment as set forth in clause (c) of this Section 7.07), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iii) if If the Stock Share Price is less than $65.90 1.25 per share (subject to adjustmentadjustment as set forth in clause (c) of this Section 7.07), no Additional Shares will be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will shall the total number of shares of Capital Stock issuable upon conversion Additional Shares added to the Conversion Rate exceed 15.1745 274.7538 per $1,000 principal amount Principal Amount of Securities, subject to adjustments in the same manner as the Conversion RateRate as set forth in Section 7.04. (de) Settlement of Securities tendered for conversion as to which The Company will notify Holders, the Trustee and the Conversion Rate will be increased by Additional Shares pursuant to this Section 11.03 shall occur as follows: (i) if the last day Agent of the Observation Period for such Securities is anticipated Effective Date of any Make-Whole Fundamental Change on or prior to the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares), determined in accordance with Section 11.01(c) and Section 11.01(d) above, on the third Business Day immediately following the last day of the Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate an increased Settlement Amount for such Securities (based upon the same Observation Period and the same Daily VWAP for each Trading Day in such Observation Period) as if the Conversion Rate had been increased by the number of Additional Shares pursuant to this subsection. Promptly following the Effective Date, the Company shall deliver the excess of the cash portion, if any, and Capital Stock portion, if any, of such increased Settlement Amount over the cash and Capital Stock portions of the Settlement Amount calculated without such Additional Shares. Any shares of Capital Stock to be delivered following the Effective Date shall be subject to Section 11.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective. (ii) If the last day of the Observation Period for such Securities is after the fourth Trading Day immediately preceding the Effective Date, the Company shall deliver the Settlement Amount (together with cash in lieu of fractional shares) in accordance with Section 11.01(c) and Section 11.01(d) above (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (ai) the 10 calendar days prior to such Effective Date and (bii) the third Business Day immediately following date on which the Conversion Date relating to Company becomes aware (or should have become aware) of such Securities. Any shares of Capital Stock to be delivered on or following the anticipated Effective Date shall be subject to Section 11.04 and shall be delivered in Reference PropertyDate.