Common use of Adjustments Upon Certain Fundamental Changes Clause in Contracts

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities at any time from, and including, the effective date of a Make-Whole Fundamental Change to, and including the related Fundamental Change Repurchase Date, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. The Company will notify Holders of the anticipated effective date of any Make-Whole Fundamental Change and issue a press release as soon as practicable after the Company first determines the anticipated effective date of such Make-Whole Fundamental Change. (b) The number of Additional Shares will be determined by reference to the table attached as Exhibit B 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”) paid per share of Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole 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 five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the column headings of the table in Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices 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 be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Make-Whole Fundamental Change may not be set forth in the table in Exhibit B, 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-day year. (ii) If the Stock Price is greater than $100 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. (iii) If the Stock Price is less than $29.70 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 33.6700 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert Securities its Notes in connection with such Make-Whole Fundamental Change at any time from, and including, including the effective date Effective Date (as defined below) of a such Make-Whole Fundamental Change to, and including the Business Day immediately preceding the related Fundamental Change Repurchase Purchase Date, or if a Make-Whole Fundamental Change does not also constitute a Fundamental Change, the 25th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change, the Company shall increase the Conversion Rate for such Securities shall be increased the Notes so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. The Company will notify Holders of the anticipated effective date of any Make-Whole Fundamental Change and issue a press release as soon as practicable after the Company first determines the anticipated effective date of such Make-Whole Fundamental Changeset forth in this Section 4.06. (b) The number of Additional Shares will Shares, if any, shall be determined by reference to the table attached as Exhibit B 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”) paid or deemed paid per share of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per shareshare of the Common Stock. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over on each of the five consecutive Trading Day period periods ending on the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental ChangeDate. (c) The Stock Prices Price set forth in Section 4.06(b) shall represent the column headings Make-Whole Fundamental Change Conversion Price of the table in Exhibit B hereto shall be adjusted as price per share of any date on which Common Stock with respect to the number of shares per conversion of each $100 principal amount of Note. If the Make-Whole Fundamental Change Conversion Price is less than the Conversion Rate of Price, then the Securities is adjusted. The adjusted Stock Prices difference between the two defined stock prices shall equal determine 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 to be adjusted in received per $100 principal amount of Note upon a Make-Whole Fundamental Change conversion with any fractional share rounded up to the same manner as next whole share. If the Make-Whole Fundamental Change Conversion Price is equal to or more than the Conversion Rate as set forth in Section 9.04Price, there shall not be any Additional Shares upon a Make-Whole Fundamental Change conversion. (d) The table in Exhibit B hereto sets forth Company shall notify the hypothetical stock price and Holders of Notes of the number Effective Date of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a any Make-Whole Fundamental Change may not be set forth in by issuing a press release (and make the table in Exhibit B, in which case: (ipress release available on the Company’s website) If the Stock Price is between two Stock Price amounts in the table or the announcing such Effective Date is between two as soon as practicable after the Company first determines the anticipated Effective Dates Date of such Make-Whole Fundamental Change. The Company will use commercially reasonable efforts to make such determination in time to deliver such notice no later than 40 Business Days in advance of such anticipated Effective Date, and will update the table, notice promptly if 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. (ii) If the Stock Price is greater than $100 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. (iii) If the Stock Price is less than $29.70 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversionanticipated Effective Date subsequently changes. Notwithstanding the foregoing, in no event will the total number Company be required to provide such notice to the Holders and the Trustee before the earlier of shares of Common Stock issuable upon conversion exceed 33.6700 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner such time as the Conversion Rate as set forth in Section 9.04. (e) At Company publicly discloses or acknowledges the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect circumstances giving rise to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) or is required to publicly disclose under applicable law or the settlement date for rules of any stock exchange on which the Securities set forth in Section 9.02(d)Company’s equity is then listed the circumstances giving rise to such anticipated Make-Whole Fundamental Change.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities at any time from, and including, the effective date of a Make-Whole Fundamental Change tooccurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, and including the related Fundamental Change Repurchase DateCompany shall, under certain circumstances, increase the Conversion Rate for such Securities shall be increased the Notes so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. The Company will notify Holders A conversion of the anticipated effective date of any Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Notes is received by the Conversion Agent from, and issue including, the Scheduled Trading Day following 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 an event that would have been a press release as soon as practicable after Fundamental Change but for the Company first determines proviso in clause (2) of the anticipated effective date definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B 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”) paid per share of the Company’s Common Stock in the Make-Whole Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) holders of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole 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 five Trading Day period ending on the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the column headings first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is otherwise adjusted. The adjusted Stock Prices 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 9.044.04. (d) The table in Exhibit B Schedule A hereto sets forth the hypothetical stock price Stock Price, the Effective Date and the number of additional shares Additional Shares to be received added to the Conversion Rate per $1,000 Principal Amount principal amount of SecuritiesNotes. The exact Stock Prices and Effective Dates relating to a Make-Whole Fundamental Change may not be set forth in the table in Exhibit BSchedule 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 $100 160.00 per share (subject to adjustment in the same manner as the Conversion Rate as Stock Prices set forth in Section 9.04the table in Schedule A pursuant to clause (c) above), no Additional Shares will shall be added to the Conversion Rate upon conversionRate. (iii) If the Stock Price is less than $29.70 41.25 per share (subject to adjustment adjustments in the same manner as the Conversion Rate as Stock Prices set forth in Section 9.04the table in Schedule A pursuant to clause (c) above), no Additional Shares will shall be added to the Conversion Rate upon conversionRate. Notwithstanding the foregoing, in no event will shall the total number of shares of Common Stock issuable upon conversion exceed 33.6700 24.2424 shares of Common Stock per $1,000 Principal Amount principal amount of SecuritiesNotes, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities at any time from, and including, the effective date of a Make-Whole Fundamental Change to, and including the related Fundamental Change Repurchase Date, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. The Company will notify Holders of the anticipated effective date of any Make-Whole Fundamental Change and issue a press release as soon as practicable after the Company first determines the anticipated effective date of such Make-Whole Fundamental Change. (b) The number of Additional Shares will be determined by reference to the table attached as Exhibit B 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”) paid per share of Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole 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 five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the column headings of the table in Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices 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 be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Make-Whole Fundamental Change may not be set forth in the table in Exhibit B, 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-day year. (ii) If the Stock Price is greater than $100 98.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. (iii) If the Stock Price is less than $29.70 28.64 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 33.6700 34.9162 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities at any time from, and including, the effective date of in connection with a Make-Whole Fundamental Change to, and including the related Fundamental Change Repurchase DateChange, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. The Company will notify Holders Any conversion occurring at a time when the Securities would be convertible in light of the anticipated effective date expected or actual occurrence of any a Make-Whole Fundamental Change and issue a press release as soon as practicable after the Company first determines the anticipated effective date of shall be deemed to have occurred in connection with such Make-Whole Fundamental ChangeChange notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Exhibit B 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”) paid per share of Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole 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 five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the column headings first row of the table in Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices 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 be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Make-Whole Fundamental Change may not be set forth in the table in Exhibit B, 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-day year. (ii) If the Stock Price is greater than $100 95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate issued upon conversion. (iii) If the Stock Price is less than $29.70 25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 33.6700 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities at any time fromits Notes as described in Section 15.01(b) in connection with the occurrence of a transaction described in clause (1) or (2) of the definition of Fundamental Change that occurs prior to June 4, and including2011, the effective date of a Make-Whole Fundamental Change to, and including the related Fundamental Change Repurchase Date, Company will increase the Conversion Rate for such Securities shall be increased the Notes so surrendered for exchange by an additional number of shares of Common Stock (the “Additional Shares”) as described below. The Company will notify Holders No increase in the Conversion Rate in connection with such conversion shall occur, however, if at least 90% of the anticipated effective date consideration received or to be received by holders of any Make-Whole Common Stock, excluding cash payments for fractional shares, in connection with the transaction or transactions constituting the Fundamental Change consists of Publicly Traded Securities and issue as a press release as soon as practicable after result of this transaction or transactions the Company first determines the anticipated effective date of Notes become convertible into such Make-Whole Fundamental ChangePublicly Traded Securities, excluding cash payments for fractional shares. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B hereto, in paragraph (d) below and is based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Changethereof, and holders of Common Stock receive only cash in such Make-Whole 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 Closing Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the column headings first row of the table in Exhibit B hereto below shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is adjusted. The adjusted Stock Prices 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 the 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 be adjusted in the same manner as the Conversion Rate as set forth in Section 9.0415.06. (d) The following table in Exhibit B hereto sets forth the hypothetical stock price Stock Price, the Effective Date and the number of additional shares Additional Shares to be received added to the Conversion Rate per $1,000 Principal Amount principal amount of SecuritiesNotes. June 1, 2006 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 1, 2007 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 1, 2008 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 1, 2009 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 1, 2010 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 4, 2011 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] The exact Stock Prices and Effective Dates relating to a Make-Whole Fundamental Change may not be set forth in the table in Exhibit Babove, in which case: (ia) 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-day year. (iib) If the Stock Price is greater than in excess of $100 [ ] per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.0415.06), no Additional Shares will be added to the Conversion Rate upon conversionRate. (iiic) If the Stock Price is less than $29.70 [ ] per share (subject to adjustments in the same manner as the Conversion Rate as set forth in Section 15.06), no Additional Shares will be added to the Conversion Rate. Notwithstanding anything in this Section 15.07 to the contrary, in no event will the total number of shares of Common Stock issuable upon conversion of the Notes exceed [ ] shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 33.6700 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.0415.06. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert Securities its Notes in connection with such Make-Whole Fundamental Change at any time from, and including, including the effective date Effective Date (as defined below) of a such Make-Whole Fundamental Change to, and including the Business Day immediately preceding the related Fundamental Change Repurchase Purchase Date, or if a Make-Whole Fundamental Change does not also constitute a Fundamental Change, the 25th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change, the Company shall increase the Conversion Rate for such Securities shall be increased the Notes so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. The Company will notify Holders of the anticipated effective date of any Make-Whole Fundamental Change and issue a press release as soon as practicable after the Company first determines the anticipated effective date of such Make-Whole Fundamental Changeset forth in this Section 4.06. (b) The number of Additional Shares will Shares, if any, shall be determined by reference to the table attached as Exhibit B 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”) paid or deemed paid per share of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per shareshare of the Common Stock. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over on each of the five consecutive Trading Day period periods ending on the Trading Day immediately preceding the Effective Date. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case, if the Stock Price is: (i) between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. (ii) greater than $120.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the Make-Whole Fundamental Changetable in Schedule A pursuant to subsection (c) below), no Additional Shares shall be added to the Conversion Rate. (iii) less than $23.00 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (c) below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate, as increased by any Additional Shares applicable, exceed 43.4782 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustments in the same manner and for the same events as the Conversion Rate as set forth in Section 4.04. (c) The Stock Prices set forth in the column headings of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect 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 for the same events as the Conversion Rate as set forth in Section 9.044.04. (d) The table in Exhibit B hereto sets forth Company shall notify the hypothetical stock price and Holders of Notes of the number Effective Date of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a any Make-Whole Fundamental Change may not be set forth in by issuing a press release (and make the table in Exhibit B, in which case: (ipress release available on the Company’s website) If the Stock Price is between two Stock Price amounts in the table or the announcing such Effective Date is between two as soon as practicable after the Company first determines the anticipated Effective Dates Date of such Make-Whole Fundamental Change. The Company will use commercially reasonable efforts to make such determination in time to deliver such notice no later than 40 Business Days in advance of such anticipated Effective Date, and will update the table, notice promptly if 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. (ii) If the Stock Price is greater than $100 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. (iii) If the Stock Price is less than $29.70 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversionanticipated Effective Date subsequently changes. Notwithstanding the foregoing, in no event will the total number Company be required to provide such notice to the Holders and the Trustee before the earlier of shares of Common Stock issuable upon conversion exceed 33.6700 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner such time as the Conversion Rate as set forth in Section 9.04. (e) At Company publicly discloses or acknowledges the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect circumstances giving rise to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) or is required to publicly disclose under applicable law or the settlement date for rules of any stock exchange on which the Securities set forth in Section 9.02(d)Company’s equity is then listed the circumstances giving rise to such anticipated Make-Whole Fundamental Change.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities at any time from, and including, the effective date of a Make-Whole Fundamental Change tooccurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, and including the related Fundamental Change Repurchase DateCompany shall, under certain circumstances, increase the Conversion Rate for such Securities shall be increased the Notes so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. The Company will notify Holders A conversion of the anticipated effective date of any Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Notes is received by the Conversion Agent from, and issue 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 an event that would have been a press release as soon as practicable after Fundamental Change but for the Company first determines proviso in clause (3) of the anticipated effective date definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B 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”) paid (or deemed paid) per share of the Company’s Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) holders of the definition of Fundamental Change, and holders of Common Stock receive only cash in such a Make-Whole Fundamental Change described in clause (3) 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 ten Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the column headings first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is otherwise adjusted. The adjusted Stock Prices 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 9.044.04. (d) The table in Exhibit B Schedule A hereto sets forth the hypothetical stock price and amount if any by which the number of additional shares to be received Conversion Rate per $1,000 Principal Amount principal amount of SecuritiesNotes will increase for each Stock Price and Effective Date set forth in the table. The exact Stock Prices and Effective Dates relating to a Make-Whole Fundamental Change may not be set forth in the table in Exhibit BSchedule 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 $100 per share (subject to adjustment in the same manner as the Conversion Rate as Stock Prices set forth in the table in Schedule A pursuant to Section 9.044.06(c) above), no Additional Shares will shall be added to the Conversion Rate upon conversionRate. (iii) If the Stock Price is less than $29.70 12.75 per share (subject to adjustment adjustments in the same manner as the Conversion Rate as Stock Prices set forth in the table in Schedule A pursuant to Section 9.044.06(c) above), no Additional Shares will shall be added to the Conversion Rate upon conversionRate. Notwithstanding the foregoing, in no event will shall the total number of shares of Common Stock issuable upon conversion Conversion Rate exceed 33.6700 78.4313 shares of Common Stock per $1,000 Principal Amount principal amount of SecuritiesNotes, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert Securities its Notes in connection with such Make-Whole Fundamental Change at any time from, and including, including the effective date Effective Date (as defined below) of a such Make-Whole Fundamental Change to, and including the Business Day immediately preceding the related Fundamental Change Repurchase Purchase Date, the Company shall increase the Conversion Rate for such Securities shall be increased the Notes so surrendered for conversion by an additional a number of additional shares of Common Stock (the “"Additional Shares”") as described below. The Company will notify Holders of the anticipated effective date of any Make-Whole Fundamental Change and issue a press release as soon as practicable after the Company first determines the anticipated effective date of such Make-Whole Fundamental Changeset forth in this Section 5.05. (b) The number of Additional Shares will Shares, if any, shall be determined by reference to the table attached as Exhibit B 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”") paid or deemed paid per share of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per shareshare of the Common Stock. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over on each of the five [five] consecutive Trading Day period Days ending on the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental ChangeDate. (c) The Stock Prices Price set forth in Section 5.05(b) shall represent the column headings Make-Whole Fundamental Change Conversion Price with respect to each $100 principal amount of Note. If the table in Exhibit B hereto shall be adjusted as of any date on which Make-Whole Fundamental Change Conversion Price is less than the Conversion Rate of Price, then the Securities is adjusted. The adjusted Stock Prices difference between the two prices shall equal determine 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 to be adjusted in received per $100 principal amount of Note upon a Make-Whole Fundamental Change conversion, with any fractional share rounded up to the same manner as next whole share. If the Make-Whole Fundamental Change Conversion Price is equal to or more than the Conversion Rate as set forth in Section 9.04Price, there shall not be any Additional Shares upon a Make-Whole Fundamental Change conversion. (d) The table in Exhibit B hereto sets forth Company shall notify the hypothetical stock price and Holders of Notes of the number Effective Date of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a any Make-Whole Fundamental Change may not be set forth in by issuing a press release (and make the table in Exhibit B, in which case: (ipress release available on the Company's website) If the Stock Price is between two Stock Price amounts in the table or the announcing such Effective Date is between two as soon as practicable after the Company first determines the anticipated Effective Dates Date of such Make-Whole Fundamental Change. The Company will use commercially reasonable efforts to make such determination in time to deliver such notice no later than [20] Business Days in advance of such anticipated Effective Date, and will update the table, notice promptly if 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. (ii) If the Stock Price is greater than $100 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. (iii) If the Stock Price is less than $29.70 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversionanticipated Effective Date subsequently changes. Notwithstanding the foregoing, in no event will the total number Company be required to provide such notice to the Holders and the Trustee before the earlier of shares of Common Stock issuable upon conversion exceed 33.6700 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner such time as the Conversion Rate as set forth in Section 9.04. (e) At Company publicly discloses or acknowledges the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect circumstances giving rise to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) or is required to publicly disclose under applicable law or the settlement date for rules of any stock exchange on which the Securities set forth in Section 9.02(d)Company's equity is then listed the circumstances giving rise to such anticipated Make-Whole Fundamental Change.

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert Securities at any time its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under certain circumstances, pay a cash make-whole premium (a “Cash Make-Whole Premium”) by increasing the Conversion Rate for the Notes so surrendered for conversion as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the effective date 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 to, and including the related that would have been a Fundamental Change Repurchase Datebut for the proviso in clause (2) of the definition thereof, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (35th Trading Day immediately following the “Additional Shares”) as described below. The Company will notify Holders of the anticipated effective date of any Make-Whole Fundamental Change and issue a press release as soon as practicable after the Company first determines the anticipated effective date Effective Date of such Make-Whole Fundamental Change). (ba) The number of Additional Shares amount by which the Conversion Rate is increased to reflect the Cash Make-Whole Premium in connection with a Make-Whole Fundamental Change will be determined by reference to the table attached as Exhibit B 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”) paid (or deemed paid) per share of the Company’s Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive only cash in any Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole 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 period, and including, ending on the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. However, if the consideration for Common Stock in any Make-Whole Fundamental Change described in clause (2) of the definition of Fundamental Change is comprised entirely of cash, for any conversion of Notes in connection with such Make-Whole Fundamental Change, the Company’s obligation to convert the Notes into cash will be calculated based solely on the Stock Price for the transaction and will be deemed to be an amount equal to the applicable Conversion Rate (including any increase to reflect the Cash Make-Whole Premium as described in this Section 4.07), multiplied by such Stock Price. In such event, the Company’s obligation to convert the Notes into cash will be determined and paid to Holders in cash on the third Business Day following the Conversion Date. The Company will notify Holders of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than 5 Business Days after such Effective date. (cb) The Stock Prices set forth in the column headings first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is otherwise adjusted. The adjusted Stock Prices 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 Conversion Rate adjustment amounts set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.044.05. (dc) The table in Exhibit B Schedule A hereto sets forth the hypothetical stock price amount, if any, by which the applicable Conversion Rate will be increased for each Stock Price and Effective Date set forth in the number of additional shares to be received per $1,000 Principal Amount of Securitiestable. The exact Stock Prices and Effective Dates relating to a Make-Whole Fundamental Change may not be set forth in the table in Exhibit BSchedule A, in which case: (i) If 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 amount of Additional Shares will the Conversion Rate adjustment shall be determined by a straight-line interpolation between the number amount of Additional Shares the Conversion Rate adjustment 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 if the Stock Price is greater than $100 45.00 per share (subject to adjustment in the same manner as the Conversion Rate as Stock Prices set forth in the table in Schedule A pursuant to Section 9.044.06(b) above), no Additional Shares will be added adjustment to the Conversion Rate upon conversion.will be made; and (iii) If if the Stock Price is less than $29.70 10.61 per share (subject to adjustment adjustments in the same manner as the Conversion Rate as Stock Prices set forth in the table in Schedule A pursuant to Section 9.044.06(b) above), no Additional Shares will be added adjustment to the Conversion Rate upon conversionwill be made. Notwithstanding the foregoing, in no event will shall the total number of shares of Common Stock issuable upon conversion Conversion Rate exceed 33.6700 94.2507 shares of Common Stock per $1,000 Principal Amount principal amount of SecuritiesNotes, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.05. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities at any time from, and including, the effective date of a Make-Whole Fundamental Change tooccurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, and including the related Fundamental Change Repurchase Date, Company shall increase the Conversion Rate for such Securities shall be increased the Notes so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described belowset forth in this Section 4.06. The Company will notify Holders A conversion of Notes by a Holder shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the anticipated effective date Notes is received by the Conversion Agent on or subsequent to the Effective Date of any the Make-Whole Fundamental Change and issue a press release as soon as practicable after prior to the Company first determines 45th day following the anticipated effective date Effective Date of such the Make-Whole Fundamental ChangeChange (or if earlier, and to the extent applicable, the close of business on the second Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date). (b) The number of Additional Shares will Shares, if any, shall be determined by reference to the table attached as Exhibit B 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”) paid or deemed paid per share of the Common Stock in the Make-Whole Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) holders of the definition of Fundamental Change, and holders of Common Stock receive only cash in such a Make-Whole Fundamental Change described in clause (3) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per shareshare of the Common Stock. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over on each of the five consecutive Trading Day period ending on the Trading Day preceding Days prior to but not including the Effective Date of the Make-Whole Fundamental Change. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case, if the Stock Price is: (i) between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. (ii) more than $30.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (c) below), no Additional Shares shall be added to the Conversion Rate. (iii) less than $6.21 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (c) below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate, as increased by any Additional Shares applicable, exceed 161.0305 per $1,000 principal amount of Notes, subject to adjustments in the same manner and for the same events as the Conversion Rate as set forth in Section 4.04. (c) The Stock Prices set forth in the column headings of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is otherwise adjusted. The adjusted Stock Prices 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 for the same events as the Conversion Rate as set forth in Section 9.044.04. (d) The table in Exhibit B hereto sets forth Company shall notify the hypothetical stock price and Holders of Notes of the number Effective Date of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a any Make-Whole Fundamental Change may not be set forth by issuing a press release (and make the press release available on the Company’s website) announcing such Effective Date as soon as practicable and in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or any event no later than one Business Day after 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. (ii) If the Stock Price is greater than $100 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. (iii) If the Stock Price is less than $29.70 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be added to the Conversion Rate upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 33.6700 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Make-Whole Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d)Change.