Common use of Conversion Privilege and Conversion Price Clause in Contracts

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article IV, at the option of the Holder thereof, any Series 6-1/2% Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares of Common Stock of the Company (the "Conversion Shares") at any time following the date of original issuance of Series 6-1/2% Notes at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 30, 2006, subject, in the case of conversion of any global security, to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Series 6-1/2% Note or portion thereof has previously been called for redemption at the election of the Company, such conversion right in respect of the Series 6-1/2% Note or portion so called shall expire at the close of business, New York City time, on the Redemption Date, unless the Company defaults in making the payment due upon redemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). A Series 6-1/2% Note in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such Holder to require the Company to purchase such Series 6-1/2% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indenture. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $$73.20 per share of Common Stock. The conversion price shall be adjusted in certain instances as provided in Section 4.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04), the Holder of each Series 6-1/2% Note, upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.04, shall also be entitled to receive for each share of Common Stock into which such Series 6-1/2% Note is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Series 6-1/2% Note so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article IVFour, at the option of the Holder thereofholder, any Series 6-1/2% Note Debenture, or any portion of the principal amount thereof which is $1,000 25.00 or an integral multiple of $1,000 may 25.00, may, at any time during usual business hours prior to September 30, 2006 (or if such Debenture or portion thereof is called for redemption prior to September 30, 2006, then in respect of such Debenture or portion thereof to and including but not after the close of business on the date fixed for such redemption unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed), be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares of Common Stock of the Company (at the "Conversion Shares") equivalent conversion rate in effect for the Convertible Exchangeable Preferred Stock of the Company at any time following the date of original issuance exchange of Series 6-1/2% Notes at such Convertible Exchangeable Preferred Stock for the conversion priceDebentures. If as a result of a Change in Control the holder exercises its option to require the Company to repurchase the Debenture, determined as hereinafter providedsuch right to convert shall terminate upon receipt by the Company of written notice of exercise of such option unless the Company shall default in making the repurchase payment when due, in effect at which case the time of conversion. Such conversion right shall expire terminate at the close of business on November 30, 2006, subject, in the case of conversion of any global security, to any rules date such default is cured and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Series 6-1/2% Note or portion thereof has previously been called for redemption at the election of the Company, such conversion right in respect of the Series 6-1/2% Note or portion so called shall expire at the close of business, New York City time, on the Redemption Date, unless the Company defaults in making the payment due upon redemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). A Series 6-1/2% Note in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such Holder to require the Company to purchase such Series 6-1/2% Note may be converted only if such notice Debenture is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indenturerepurchased. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $$73.20 per share of Common Stock. The conversion price Conversion Rate shall be adjusted in certain instances as provided in Section 4.04. In case The price at which the Company shall, by dividend or otherwise, declare or make a distribution on its Company's Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04), the Holder of each Series 6-1/2% Note, shall be delivered upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.04, shall also be entitled to receive for each share of Common Stock into which such Series 6-1/2% Note is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one initially U.S. $13.65 per share of Common Stock; provided, however, that, at the election of the Company (whose election . The Conversion Price shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, adjusted in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount certain instances as provided in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Series 6-1/2% Note so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distributionSection 4.04.

Conversion Privilege and Conversion Price. Subject If pursuant to Section 301 any series of Securities is to be convertible, then, subject to and upon compliance with the provisions of this Article IVArticle, at the option of the Holder thereof, any Series 6-1/2% Note Security of such series or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Series A Common Stock of the Company (the "Conversion Shares") at any time following the date of original issuance of Series 6-1/2% Notes Company, at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 30, 2006, subject, in the case of conversion of any global security, to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Series 6-1/2% Note Security or portion thereof has previously been is called for redemption at the election of the Companyor is repurchased, such conversion right in respect of the Series 6-1/2% Note Security or portion so called shall expire at the close of business, New York City time, business on the Redemption DateDate or the repurchase date, unless the Company defaults in making the payment due upon redemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). A Series 6-1/2% Note in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such Holder to require the Company to purchase such Series 6-1/2% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indentureor repurchase. The price at which shares of Series A Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $$73.20 per share of Common Stockspecified pursuant to Section 301. The conversion price shall be adjusted reduced in certain instances as provided in paragraphs (1), (2), (3), (4), (5), (6), (7) and (9) of Section 4.041304 and shall be increased in certain instances as provided in paragraph (3) of Section 1304. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Series A Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04)1304, the Holder of each Series 6-1/2% NoteSecurity, upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and 58 67 prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.041304, shall also be entitled to receive for each share of Series A Common Stock into which such Series 6-1/2% Note Security is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property assets so distributed applicable to one share of Series A Common Stock; provided, however, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note Security described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Series A Common Stock which that the Holder of the Series 6-1/2% Note Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; , provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Series A Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Series A Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article IVXV, at the option of the Holder thereof, the Holder of any Series 6-1/2% Note is entitled at his option, at any time prior to the close of business on March 1, 2003, subject to prior redemption or repurchase, to convert such Note or any portion portions thereof (in denominations of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount multiples thereof, or of such portion thereof, ) into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company (the "Conversion Shares") at any time following the date of original issuance of Series 6-1/2% Notes at the conversion priceConversion Price, determined as hereinafter provided, in effect at the time of conversion. Such In case a Note or portion thereof is called for redemption, such conversion right in respect of the Note or portion called for redemption shall expire at the close of business on November 30, 2006, subject, in the case of conversion of any global security, Business Day prior to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Series 6-1/2% Note or portion thereof has previously been called for redemption at the election of the Company, such conversion right in respect of the Series 6-1/2% Note or portion so called shall expire at the close of business, New York City time, on the Redemption Date, unless the Company defaults in making the payment due upon redemption (of the Redemption Price in each which case subject as aforesaid the right to any Applicable Procedures with respect to any global security)convert the Note or portion thereof shall terminate on the date such default is cured and such Note or portion thereof is redeemed. A Series 6-1/2% Note in respect of for which a Holder has delivered a Fundamental Change in Control Purchase Notice (as defined in Article III hereof) repurchase notice pursuant to Section 16.2 exercising the option of such Holder to require the Company to purchase repurchase such Series 6-1/2% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent Company prior to the close of business on the Business Day preceding the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indenture. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion priceConversion Price") shall be initially $$73.20 U.S.$_____ per share of Common Stock. The conversion price Conversion Price shall be adjusted in certain instances as provided in Section 4.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04), the Holder of each Series 6-1/2% Note, upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.04, shall also be entitled to receive for each share of Common Stock into which such Series 6-1/2% Note is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Series 6-1/2% Note so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distributionXV.

Conversion Privilege and Conversion Price. Subject If pursuant to Section 301 any series of Securities is to be convertible, then, subject to and upon compliance with the provisions of this Article IVArticle, at the option of the Holder thereof, any Series 6-1/2% Note Security of such series or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Series A Common Stock of the Company (the "Conversion Shares") at any time following the date of original issuance of Series 6-1/2% Notes Company, at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 30, 2006, subject, in the case of conversion of any global security, to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Series 6-1/2% Note Security or portion thereof has previously been is called for redemption at the election of the Companyor is repurchased, such conversion right in respect of the Series 6-1/2% Note Security or portion so called shall expire at the close of business, New York City time, business on the Redemption DateDate or the repurchase date, unless the Company defaults in making the payment due upon redemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). A Series 6-1/2% Note in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such Holder to require the Company to purchase such Series 6-1/2% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indentureor repurchase. The price at which shares of Series A Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $$73.20 per share of Common Stockspecified pursuant to Section 301. The conversion price shall be adjusted reduced in certain instances as provided in paragraphs (1), (2), (3), (4), (5), (6), (7) and (9) of Section 4.041304 and shall be increased in certain instances as provided in paragraph (3) of Section 1304. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Series A Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04)1304, the Holder of each Series 6-1/2% NoteSecurity, upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.041304, shall also be entitled to receive for each share of Series A Common Stock into which such Series 6-1/2% Note Security is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property assets so distributed applicable to one share of Series A Common Stock; provided, however, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note Security described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Series A Common Stock which that the Holder of the Series 6-1/2% Note Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx xxxx for the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; , provided that such due bill xxxx (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Series A Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Series A Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Subject If pursuant to Section 301 any series of Securities is to be convertible, then, subject to and upon compliance with the provisions of this Article IVArticle, at the option of the Holder thereof, any Series 6-1/2% Note Security of such series or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Series A Common Stock of the Company (the "Conversion Shares") at any time following the date of original issuance of Series 6-1/2% Notes Company, at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 30, 2006, subject, in the case of conversion of any global security, to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Series 6-1/2% Note Security or portion thereof has previously been is called for redemption at the election of the Companyor is repurchased, such conversion right in respect of the Series 6-1/2% Note Security or portion so called shall expire at the close of business, New York City time, business on the Redemption DateDate or the repurchase date, unless the Company defaults in making the payment due upon redemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). A Series 6-1/2% Note in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such Holder to require the Company to purchase such Series 6-1/2% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indentureor repurchase. The price at which shares of Series A Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $$73.20 per share of Common Stockspecified pursuant to Section 301. The conversion price shall be adjusted reduced in certain instances as provided in paragraphs (1), (2), (3), (4), (5), (6), (7) and (9) of Section 4.041304 and shall be increased in certain instances as provided in paragraph (3) of Section 1304. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Series A Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04)1304, the Holder of each Series 6-1/2% NoteSecurity, upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.041304, shall also be entitled to receive for each share of Series A Common Stock into which such Series 6-1/2% Note Security is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property assets so distributed applicable to one share of Series A Common Stock; provided, however, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note Security described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Series A Common Stock which that the Holder of the Series 6-1/2% Note Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; , provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Series A Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Series A Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article IV, at the option of the Holder thereof, any Series 68-1/23/4% Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares of Common Stock of the Company (the "Conversion Shares") at any time following the date of original issuance of Series 68-1/23/4% Notes at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 30the Business Day immediately preceding September 29, 20062009, subject, in the case of conversion of any global security, to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Series 68-1/23/4% Note or portion thereof has previously been called for redemption at the election of the Company, such conversion right in respect of the Series 68-1/23/4% Note or portion so called shall expire at the close of business, New York City time, on the Redemption Date, unless the Company defaults in making the payment due upon redemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). A Series 68-1/23/4% Note in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such Holder to require the Company to purchase such Series 68-1/23/4% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indenture. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $$73.20 28.4625 per share of Common Stock. The conversion price shall be adjusted in certain instances as provided in Section 4.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04), the Holder of each Series 68-1/23/4% Note, upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.04, shall also be entitled to receive for each share of Common Stock into which such Series 68-1/23/4% Note is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 68-1/23/4% Note described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Series 68-1/23/4% Note so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx xxxx for the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill xxxx (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article IV, at the option of the Holder thereofHolder, any Series 6-1/2% Note all or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 amounts owed and outstanding under this Note may be converted at the principal amount thereof, or of such portion thereof, any time and from time to time into fully paid and nonassessable shares of Common Stock of the Company (the "Conversion Shares") at any time following ), calculated as to each conversion to the date nearest 1/100 of original issuance of Series 6-1/2% Notes a share at the conversion priceConversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at Unless and until the close occurrence of business on November 30an Event of Default, 2006, subject, in the case of conversion of any global security, to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Series 6-1/2% Note or portion thereof has previously been called for redemption at the election of the Company, such conversion right in respect of the Series 6-1/2% Note or portion so called shall expire at the close of business, New York City time, on the Redemption Date, unless the Company defaults in making the payment due upon redemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). A Series 6-1/2% Note in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such Holder to require the Company to purchase such Series 6-1/2% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indenture. The price at which shares of Common Stock Conversion Price shall be delivered upon conversion (herein called the "conversion price") shall be initially $$73.20 2.00 per share of Common Stock, subject to adjustment in accordance with Article 5 hereof. The conversion price Upon the occurrence of an Event of Default, the Conversion Price shall be automatically adjusted in certain instances as provided in Section 4.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04), the Holder of each Series 6-1/2% Note, upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.04, shall also be entitled to receive for each share of Common Stock into which such Series 6-1/2% Note is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof lesser of (i) the Conversion Price in effect as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Series 6-1/2% Note so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill (x) meets any applicable requirements date of the principal national securities exchange or other market on which the Common Stock is then traded Event of Default and (ii) requires payment or delivery 80% of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the average Market Price for the 30 trading days immediately preceding the date of the Event of Default, which amount shall be subject to further adjustment in accordance with Article 5 hereof. All amounts so converted shall be applied first to pay any accrued and unpaid interest and second to reduce the principal amount of this Note as of the date of such conversion as if payment or prepayment in such amount has occurred, with any reduction in principal to be applied to satisfy the Company's redemption obligations under Section 2.3.2 hereof in accordance with Section 2.3.4 hereof. This right of conversion must be exercised by delivery thereof of a written notice to holders the Company setting forth the amount to be converted to be effective upon the Company's receipt of Common Stock receiving such distributionnotice (the "Conversion Notice"). Notwithstanding the foregoing, in the event the Company provides notice to the Holder of its intention to redeem all or any portion of the outstanding principal balance of this Note pursuant to Section 2.3.1 hereof, the Company must receive the Conversion Notice on or before the last Business Day prior to the effective date of such redemption to the extent that the Holder desires to convert all or any portion of the amount to be redeemed by the Company."

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article IVXIII, at the option of the Holder thereof, any Series 6-1/2% Note Security or any portion of the principal amount thereof which is $1,000 U.S.$1,000 or an integral multiple of $1,000 U.S.$1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares of Common Stock of the Company (the "Conversion Shares") at any time following the latest date of original issuance of Series 6-1/2% Notes Securities at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 30the Business Day immediately preceding October 1, 2006, subject, in the case of conversion of any global securityGlobal Security, to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Series 6-1/2% Note Security or portion thereof has previously been is called for redemption at the election of the CompanyCompany or the Holder thereof exercised his right to require the Company to purchase the Security, such conversion right in respect of the Series 6-1/2% Note Security or portion so called shall expire at the close of business, New York City or time, on the Business Day immediately preceding the corresponding Redemption Date or Purchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or purchase, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any global securityGlobal Security). A Series 6-1/2% Note in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such Holder to require the Company to purchase such Series 6-1/2% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indenture. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $$73.20 U.S.$123.00 per share of Common Stock. The conversion price shall be adjusted in certain instances as provided in Section 4.0413.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04)13.04, the Holder of each Series 6-1/2% NoteSecurity, upon the conversion thereof pursuant to this Article IV XIII subsequent to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.0413.04, shall also be entitled to receive for each share of Common Stock into which such Series 6-1/2% Note Security is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note Security described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Series 6-1/2% Note Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx xxxx for the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided PROVIDED that such due bill xxxx (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article IVArticle, at the option of the Holder thereof, the principal amount of any Series 6-1/2% Note Debenture or any portion of the principal amount thereof which is $1,000 10,000 or an integral multiple of $1,000 10,000, together with all accrued interest on the principal so converted, may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Class A Common Stock of the Company (the "Conversion Shares") at any time following the date of original issuance of Series 6-1/2% Notes Company, at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 30April 1, 2006, subject, in the case of conversion of any global security, to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures")2008. In case a Series 6-1/2% Note Debenture or portion thereof has previously been is called for redemption at the election of the Companyredemption, such conversion right in respect of the Series 6-1/2% Note Debenture or portion so called shall expire at the close of business, New York City time, business on the date which is ten days prior to the Redemption Date, Date unless the Company defaults in making the payment due upon redemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). A Series 6-1/2% Note in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such Holder to require the Company to purchase such Series 6-1/2% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indentureredemption. The price at which shares of Class A Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $$73.20 _____ per share of Class A Common Stock. The conversion price shall be adjusted periodically as set forth in the schedule set out in Section 8 of the Forms of Debenture attached hereto as Exhibits A and B. In addition, the Company reserves the right, from time to time in its discretion, to establish conversion prices per share which are less than the conversion prices so specified, which lower prices shall remain in effect for such periods as the Company may determine and as shall be set forth in the written notice to holders of Debentures required by Section 11.05. The conversion price shall also be adjusted in certain instances as provided in Section 4.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04), the Holder of each Series 6-1/2% Note, upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.04, shall also be entitled to receive for each share of Common Stock into which such Series 6-1/2% Note is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Series 6-1/2% Note so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distributionArticle.