Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging period. (b) The person in whose name the Security is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Each Security may shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion Agent. (b) In order to exercise the conversion right with respect to any interest in Global Securities, accompanied, in either case, by: (1) a duly signed and completed the Holder must complete the appropriate instruction form for conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice pursuant to the Conversion Agent in accordance with Section 2.07 regarding the lossDepositary’s book-entry conversion program, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; , and (4) payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of pay any transfer involving taxes if required pursuant to Section 6.09. In order to exercise the issue or delivery of the Common Stock in the name of a Person other than conversion right with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the Securityconversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the conversion notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Security to a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; and (iv) if required, pay any transfer taxes, duties or similar taxes payable by such Holder. The date on which the Holder satisfies all of those the applicable requirements set forth above is the “Conversion Date.” The ” (c) As soon as practicable, but in any event (i) in the case of a voluntary conversion by a Holder, within three Business Days of the relevant Conversion Date and (ii) in the case of a Mandatory Conversion at the Company’s election pursuant to Section 6.10, on the Mandatory Conversion Date specified in the Company Conversion Notice, the Company shall issue and shall deliver to the Holder at the office of the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable in respect of such conversion in accordance with the provisions of this Article 6. In case any Securities will of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to such Holder, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to be have been effected as to any Securities (or portion thereof) converted in a voluntary conversion by a Holder immediately prior to the Close of Business on the Conversion Date. The Company shall deliver date on which the shares requirements set forth above in Section 6.02(b) have been satisfied as to such Securities (or portion thereof), or immediately prior to the Holder through a Close of Business on the Mandatory Conversion Agent in the form of a certificate Date for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares conversions pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging period. (b) The person in whose name the Security is registered shall be deemed to be a shareholder of record on the Conversion Date6.10; provided, however, that no surrender the person in whose name any certificate or certificates for shares of a Security or satisfaction Common Stock shall be issuable upon such conversion shall be deemed to have become as of the other conditions relevant Conversion Date or the Mandatory Conversion Date, as the case may be, the Holder of record of the shares of Common Stock represented thereby; provided further, that in Section 4.03(a) case of any such surrender on any date when the stock share transfer books of the Company shall be closed shall be effective to constitute closed, the person or persons entitled in whose name the certificate or certificates for such shares are to receive the shares of Common Stock upon such conversion as be issued shall be deemed to have become the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders Holder thereof for all purposes at the Close of Business on the next succeeding day on which such stock share transfer books are open. Upon , but such conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including at the Conversion Date. As a result, accrued interest is deemed paid Rate in full rather than cancelled, extinguished or forfeitedeffect on the date upon which such Securities shall be surrendered. (d) Upon surrender the conversion of a Security that is converted an interest in partGlobal Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the principal amount represented thereby. The Company shall execute, and notify the Trustee shall, in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee. (e) Each share certificate representing shares of Common Stock issued upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount conversion of the unconverted portion Securities that are Restricted Securities shall bear appropriate legends regarding restrictions on the transfer of the Security surrenderedsuch Common Stock comparable to those set forth in Section 2.02.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary Security (which shall be in accordance with substantially the Applicable Procedures, or (iiform attached as Exhibit A under the heading “Conversion Notice”) if and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated surrender the Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; and , (4) payment of any tax pay an amount equal to the interest (including Contingent Interest and Additional Interest, if any) as required by Section 4.02(c) and (5) pay all transfer or dutysimilar taxes, in accordance with if required pursuant to Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder of a Security satisfies all of those the requirements under this Indenture to convert a Security is the “Conversion Date.” The Securities with respect to such Security. Upon the conversion of a Security, the Company will be deemed to be converted immediately prior to pay the Close of Business on the Conversion Date. The Company shall cash and deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion orStock, in the case of holders of Securities in book-entry form with DTCas applicable, in accordance with DTC customary practices. In each casewithout service charge, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the later of the Conversion Date and the completion date that all calculations necessary to make such payment and delivery have been made, but in no event later than 10 Business Days after the later of the relevant calculations relating those dates. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion considerations and, except as set forth notices may be delivered and such Securities may be surrendered for conversion in Section 4.02(baccordance with clauses (3), (4) and (5) of this Section 4.02(a) and the Applicable Procedures as in any event no later than the third Trading Day immediately following the averaging periodeffect from time to time. (b) The person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed to be a shareholder holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock, or (iii) if the Company elects to deliver cash in lieu of some, but not all, of such shares of Common Stock, the date on which the amount of cash issuable per Security has been determined; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security prior to the issuance of such shares of Common Stock. (c) The Company’s delivery Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest (including Contingent Interest and Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion, and such interest (including Contingent Interest and Additional Interest, if any) shall be payable on the corresponding Interest Payment Date to the Holder of the full number Security as of shares the close of Common Stock into which business on the Security Regular Record Date. Upon surrender of any such Securities for conversion after the close of business on such Regular Record Date, such Securities shall also be accompanied by payment by the Holders of such Securities in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest (including Contingent Interest and Additional Interest, if any) payable on such corresponding Interest Payment Date; provided that no such payment need be made: (1) in connection with a conversion following the Regular Record Date preceding the Final Maturity Date; (2) if the Company has specified a Redemption Date that is convertibleafter a Regular Record Date and on or prior to the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (4) to the extent of any overdue interest (including Contingent Interest and Additional Interest, together if any), if any overdue interest (including Contingent Interest and Additional Interest, if any) exists at the time of conversion with any Cash respect to such Security. Except as otherwise provided in this Section 4.02(c), no payment for such holder’s fractional shares, or adjustment will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay made for accrued and unpaid interest (including any Contingent Interest and Additional Interest, if any) to but not on a converted Security. Accrued and unpaid interest (including the Conversion Date. As a resultContingent Interest and Additional Interest, accrued interest is if any) shall be deemed paid in full full, rather than cancelled, extinguished or forfeited. The Company shall not be required to convert any Securities which are surrendered for conversion without payment of interest (including Contingent Interest and Additional Interest, if any) as required by this Section 4.02(c). (d) Upon surrender Subject to Section 4.02(c), nothing in this Section shall affect the right of a Holder in whose name any Security that is registered at the close of business on a Regular Record Date to receive the interest (including Contingent Interest and Additional Interest, if any) payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the amount of cash to be paid and the number of shares of Common Stock issuable upon the conversion, if any (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03) shall be based on the aggregate principal amount of all Securities so converted. (e) In the case of any Security which is converted in partpart only, upon such conversion the Company shall execute, execute and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the HolderHolder thereof, without service charge, a new Security equal or Securities of authorized denominations in an aggregate principal amount of equal to, and in exchange for, the unconverted portion of the principal amount of such Security. A Security surrenderedmay be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (f) Upon the Company’s determination that Holders are or will be entitled to convert their Securities in accordance with the provisions of this Article 4, the Company will promptly issue a press release or otherwise publicly disclose this information and use its reasonable efforts to post such information on the Company’s website.

Conversion Procedure. (a) The right of conversion attaching to To convert a Security (or any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 portion thereof) (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities held other than in global form) into shares of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth Common Stock on the reverse of Security attached hereto as Exhibit A any date (a “Conversion NoticeDate”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a Holder must (i) complete and manually sign the conversion notice to on the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation back of the Security; Security (3or a facsimile of the conversion notice) specifying the Principal Amount of such Security such Holder seeks to convert and deliver such notice (the “Notice of Conversion”) to a Conversion Agent, (ii) surrender the Security to a Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; Agent and (4iv) payment of pay any transfer or similar tax or duty, in accordance with Section 4.0414.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securityif required. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior Anything herein to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion orcontrary notwithstanding, in the case of holders Global Securities, a Notice of Conversion shall be delivered and such Securities in book-entry form with DTC, shall be surrendered for conversion in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares rules and Cash as promptly as practicable after the Conversion Date and the completion procedures of the relevant calculations relating Depositary as in effect from time to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodtime. (b) The person Company will, as soon as practicable after a Conversion Date, but in whose name no event later than three Trading Days following the Security delivery of a Notice of Conversion (the “Share Delivery Date”): (i) provided the Conversion Agent is registered participating in the Depositary’s Fully Automated Securities Transfer Program, such aggregate number of shares of Common Stock to which the applicable Holder shall be deemed entitled to such Holder’s or its nominee’s or nominees’ balance account with the Depositary through its Deposit Withdrawal Agent Commission system, or (ii) if the Conversion Agent is not participating in the Depositary’s Fully Automated Securities Transfer Program, issue, or cause to be a shareholder issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled. The Person or Persons entitled to receive such Common Stock upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a Security, such person Person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of . Except as otherwise provided in Section 14.06, no payment or adjustment will be made for dividends or distributions on shares of Common Stock into which the Security is convertible, together with issued upon conversion of a Security. Holders converting any Cash payment for such holder’s fractional shares, will Securities or portions thereof shall be deemed entitled to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay receive any accrued and unpaid interest (including any Additional Interest) on the Principal Amount being converted as of a Conversion Date to but not including the extent provided in this Section 14.02(b). If the Conversion Date for Securities of any Holder occurs between the close of business on the Record Date and the opening of business on the immediately following Interest Payment Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall executepay to such Holder in cash, and the Trustee shallon such Interest Payment Date, upon receipt of a Company Order, authenticate and deliver an amount equal to the accrued and unpaid interest through the Conversion Date on the Principal Amount of such Securities; provided, however, that if the Company pays such Holder, a new Security equal in principal on such Interest Payment Date, the amount of interest that would have been payable to such Holder had such Holder not converted any Security or portion thereof prior to such Interest Payment Date, then such Holder shall promptly pay to the unconverted portion Company an amount equal to the difference between (1) such interest payment received by such Holder and (2) the amount of accrued and unpaid interest through the Security surrenderedConversion Date for the Principal Amount converted by such Holder.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary Security (which shall be in accordance with substantially the Applicable Procedures, or (iiform attached as Exhibit A under the heading “Conversion Notice”) if and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated surrender the Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; and , (4) payment of any tax pay an amount equal to the interest as required by Section 4.02(c) and (5) pay all transfer or dutysimilar taxes, in accordance with if required pursuant to Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder of a Security satisfies all of those requirements is the “Conversion Date.” The Securities with respect to such Security. Upon the conversion of a Security, the Company will be deemed to be converted immediately prior to pay the Close of Business on the Conversion Date. The Company shall cash and deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion orStock, in the case of holders of Securities in book-entry form with DTCas applicable, in accordance with DTC customary practices. In each casewithout service charge, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the later of the Conversion Date and the completion date that all calculations necessary to make such payment and delivery have been made, but in no event later than 10 Business Days after the later of the relevant calculations relating those dates. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion considerations and, except as set forth notices may be delivered and such Securities may be surrendered for conversion in Section 4.02(baccordance with clauses (3), (4) and (5) of this Section 4.02(a) and the Applicable Procedures as in any event no later than the third Trading Day immediately following the averaging periodeffect from time to time. (b) The person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed to be a shareholder holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock, or (iii) if the Company elects to deliver cash in lieu of some, but not all, of such shares of Common Stock, the date on which the amount of cash issuable per Security has been determined; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security prior to the issuance of such shares of Common Stock. (c) The Company’s delivery Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semiannual interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion, and such interest shall be payable on the corresponding Interest Payment Date to the Holder of the full number Security as of shares the close of Common Stock into which business on the Security Regular Record Date. Upon surrender of any such Securities for conversion after the close of business on such Regular Record Date, such Securities shall also be accompanied by payment by the Holders of such Securities in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date; provided that no such payment need be made: (1) in connection with a conversion following the Regular Record Date preceding the Final Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is convertibleafter a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, together if any overdue interest exists at the time of conversion with any Cash respect to such Security. Except as otherwise provided in this Section 4.02(c), no payment for such holder’s fractional shares, or adjustment will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay made for accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Dateon a converted Security. As a result, accrued Accrued and unpaid interest is shall be deemed paid in full full, rather than cancelled, extinguished or forfeited. The Company shall not be required to convert any Securities which are surrendered for conversion without payment of interest as required by this Section 4.02(c). (d) Upon surrender Subject to Section 4.02(c), nothing in this Section shall affect the right of a Holder in whose name any Security that is registered at the close of business on a Regular Record Date to receive the interest payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the amount of cash to be paid and the number of shares of Common Stock issuable upon the conversion, if any (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03) shall be based on the aggregate principal amount of all Securities so converted. (e) In the case of any Security which is converted in partpart only, upon such conversion the Company shall execute, execute and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the HolderHolder thereof, without service charge, a new Security equal or Securities of authorized denominations in an aggregate principal amount of equal to, and in exchange for, the unconverted portion of the principal amount of such Security. A Security surrenderedmay be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (f) Upon the Company’s determination that Holders are or will be entitled to convert their Securities in accordance with the provisions of this Article 4, the Company will promptly issue a press release or otherwise publicly disclose this information and use its reasonable efforts to post such information on the Company’s website.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 To convert a Security, a Holder must (i) if such the Security is represented by a Global Securityin definitive form, by book-entry transfer to complete and manually sign the Conversion Agent through irrevocable conversion notice on the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”, which term, for the avoidance of doubt, shall include the instructions referred to in clause (v) of this Section 14.2(a); (2, if applicable) if and deliver such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent Agent, (ii) if the Security is in accordance with Section 2.07 regarding definitive form, surrender the lossSecurity to the Conversion Agent, theft(iii) if the Security is in definitive form, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 14.3 and (4v) payment of any tax or dutyif the Security is held in book-entry form, in accordance with Section 4.04, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery of depositary appropriate conversion instructions pursuant to the Common Stock in the name of a Person other than the Holder of the SecurityApplicable Procedures. The date on which the Holder satisfies all of those the foregoing requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date”. The Company shall deliver the shares to the If a Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTCconverts such Securities, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than then on the third Trading Day immediately following the averaging periodlast day of the related Observation Period, the Issuer shall deliver to the Holder through the Conversion Agent cash and shares of Common Stock, if any, in the amounts calculated in accordance with Section 14.14. (b) The person Person in whose name the Security is registered shall be deemed deemed, with respect to any shares of Common Stock due upon conversion of such Security in accordance with Section 14.14, to be a shareholder stockholder of record at the close of business on the Conversion Date; provided, however, that no surrender of a Security or satisfaction last Trading Day of the other conditions in Section 4.03(a) Observation Period; provided that if such date is a date on any date when which the stock transfer books of the Company Issuer shall be closed shall closed, the Person in whose name the certificates are to be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion delivered as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on shall be the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of No payment or adjustment will be made for accrued but unpaid interest on any converted Security or for dividends or distributions on shares of Common Stock into which issued upon conversion of a Security. The Issuer shall not adjust the Conversion Rate to account for the accrued but unpaid interest. Any accrued but unpaid interest on a Security is convertible, together with any Cash payment for such holder’s fractional shares, will shall be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed be paid in full upon conversion of such Security, rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Securities are converted after the close of business on a Record Date and prior to the open of business on the next interest payment date, Holders of such Securities at the close of business on such Record Date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required (1) if such Security has been called for redemption on a redemption date that is after a Record Date but on or prior to the corresponding Interest Payment Date, (2) if the Issuer has specified a Change in Control Repurchase Date that is after a Record Date but on or prior to the corresponding Interest Payment Date, or (3) to the extent of overdue interest (including any overdue Additional Interest), if any such overdue interest exists at the time of conversion with respect to the Securities converted. If the Issuer defaults in the payment of interest payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. (d) Upon surrender of a Security that is converted in part, the Company Issuer shall execute, and the Trustee shall, upon receipt of a Company Issuer Order, authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 5.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1i) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.045.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder (and Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash 5.14) as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations andDate, except as set forth but in Section 4.02(b), in any no event no later than the third Trading Business Day immediately following after the averaging periodlater of the Conversion Date or the Cash Settlement Averaging Period; provided that in the case of a conversion in connection with a Business Combination or Make-Whole Fundamental Change, settlement shall not occur prior to the Effective Date of such a Business Combination or Make-Whole Fundamental Change. (b) The person in whose name the Security is registered Securities shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective converted immediately prior to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on Conversion Date. Delivery of shares of Common Stock (if any) will be accomplished by delivery to the Conversion Agent of certificates for the relevant number of shares, other than in the case of Holders of Securities in book entry form with DTC, which such stock transfer books are openshares shall be delivered in accordance with Applicable Procedures. Upon conversion of a Security, such person shall no longer A Holder will not be entitled to any rights as a Holder of such Securitythe Company’s Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the conversion is effective and to the extent that any shares of the Company’s Common Stock are issued upon conversion. (c) The Company’s delivery to the Holder of the full number of No payment or adjustment shall be made for accrued but unpaid interest, if any, on a converted Security or for dividends or distributions on shares of Common Stock into which issued upon conversion of a Security. By delivering to the Security is convertibleholder the shares of Common Stock issuable upon conversion, together with a cash payment in lieu of any Cash payment for such holder’s fractional shares, the Company will be deemed satisfy its obligation with respect to satisfy the Company’s obligation to pay the principal amount conversion of the Security and to satisfy the Company’s obligation to pay Securities. Accordingly, accrued and unpaid interest (including any Additional Interest, if any) to but not including on the Conversion Date. As a result, accrued interest Securities is deemed paid in full rather than cancelled, extinguished forfeited or forfeitedextinguished. Notwithstanding the foregoing, if Securities are converted after the Close of Business on a regular Record Date and prior to the Opening of Business on the next Interest Payment Date, including the Maturity Date, Holders of such Securities at the Close of Business on such regular Record Date shall receive the accrued but unpaid interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if (1) any overdue interest exists at the time of conversion with respect to the notes being converted but only to the extent of such overdue interest, (2) the Holder surrenders its Securities for conversion after the Close of Business on the Record Date relating to the Interest Payment Date on July 1, 2011 and the Interest Payment Date at the Maturity Date, or (3) such Security has been called for redemption on a Redemption Date within the period between the Close of Business on such Record Date and the Opening of Business on such Interest Payment Date. If the Company defaults in the payment of interest payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Orderan order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 7.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.047.03, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of Cash and, if applicable, a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder (and Cash in lieu of any fractional shares pursuant to Section 4.02(a7.13(h)). The Company shall deliver ) on the applicable date specified for such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth delivery in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging period7.13(g) hereof. (b) The person in whose name the Security is registered shall shall, if shares of Common Stock are issuable upon conversion and if the Company so elects to issue all or any portion of such shares in lieu of paying Cash, be deemed to be a shareholder stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a7.02(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash . No separate payment for such holder’s fractional shares, or adjustment will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay made for accrued and unpaid interest (including any Contingent Interest or Additional Interest, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. By delivering to the holder the Cash, shares or combination of Cash and shares of Common Stock issuable upon conversion, together with a cash payment in lieu of any fractional shares, the Company will satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but not unpaid interest (including the Conversion Date. As a resultContingent Interest or Additional Interest, accrued interest is if any) will be deemed paid in full upon conversion, rather than cancelled, extinguished forfeited or forfeitedextinguished. (dc) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Each Security may shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, accompaniedthe Holder of any such Securities to be converted, in either casewhole or in part, by: shall: (1i) a duly signed complete and completed manually sign the conversion notice, in the form as set forth notice provided on the reverse back of the Security attached hereto as Exhibit A (a “the "Conversion Notice”); ") or facsimile of the conversion notice and deliver such notice to a Conversion Agent; (2ii) if such Certificated surrender the Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; Agent; (3iii) furnish appropriate endorsements and transfer documents documents, if required by the Conversion Agentrequired; and and (4iv) payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those the requirements set forth in (i) through (iv) above is the “"Conversion Date.” The " Such notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities will be deemed surrendered for conversion shall, unless the shares issuable on conversion are to be converted immediately prior issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Close of Business on Company duly executed by, the Conversion DateHolder or his duly authorized attorney. The Company shall deliver In order to exercise the shares conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in Depositary's book-entry form with DTCconversion program, in accordance with DTC customary practices. In each case, furnish appropriate endorsements and transfer documents if required by the Company shall also deliver to such holder Cash in lieu of or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 13.2 and any fractional shares transfer taxes if required pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as 13.7. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than 5 Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.3), subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article 13, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the completion Trustee shall authenticate and deliver to the Holder of the relevant calculations relating Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion considerations and, except shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 4.02(b13.2 have been satisfied as to such Securities (or portion thereof), in any event no later than and the third Trading Day immediately following the averaging period. (b) The person in whose name the Security is registered any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to be a shareholder have become on said date the Holder of record on of the Conversion Dateshares represented thereby; provided, however, that no in case of any such surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute closed, the person or persons entitled in whose name the certificate or certificates for such shares are to receive the shares of Common Stock upon such conversion as be issued shall be deemed to have become the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders Holder thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon , but such conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including at the Conversion Date. As a result, accrued interest is deemed paid Price in full rather than cancelled, extinguished or forfeitedeffect on the date upon which such Securities shall be surrendered. (d) Upon surrender the conversion of a Security that is converted an interest in partGlobal Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall execute, and notify the Trustee shall, upon receipt in writing of a Company Order, authenticate and deliver to any conversions of Securities effected through any Conversion Agent other than the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrenderedTrustee.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary Security (which shall be substantially in accordance with the Applicable Procedures, or (iiform set forth in the form of Security attached as Exhibit A under the heading “Conversion Notice”) if and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated surrender the Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; and , (4) payment of any tax pay an amount equal to the interest (including Contingent Interest, if any) payable on the next Interest Payment Date if and as required by Section 4.02(c) and (5) pay all transfer or dutysimilar taxes, in accordance with if required pursuant to Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The “Conversion Date” with respect to a Security means the date on which the Holder satisfies of the Security has complied with all of those the foregoing requirements is to convert such Security. Anything herein to the contrary notwithstanding, in the case of Global Securities, Securities may be surrendered in accordance with the Applicable Procedures of the Depositary as in effect from time to time. The Conversion Agent will, on the Holder’s behalf, convert the Securities into the right to receive cash and shares of the Company’s Common Stock, if any. The Holder may obtain additional copies of the required form of the Conversion Notice from the Conversion Agent. Upon the conversion of a Security, the Company shall deliver the Conversion Obligation determined in accordance with Section 4.12 which shall be owing upon such conversion on the third Trading Day following the last Trading Day of the applicable Conversion Reference Period (the “Settlement Date”). Notwithstanding the foregoing, in the event that a Holder converts Securities “in connection with” a Fundamental Change in which the consideration for the Common Stock is comprised entirely of cash, the Conversion Date.” The Securities Obligation will be calculated based solely on the Stock Price (as such term is defined for purposes of Fundamental Change transactions involving solely cash consideration) with respect to the transaction and will be deemed to be converted immediately prior an amount equal to the Close of Business on the Daily Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent Rate (determined as described in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of Section 1.01 taking into account any fractional shares adjustment thereto pursuant to Section 4.02(a))4.01(j) and substituting such stock price for the Volume Weighted Average Price) multiplied by such Stock Price. The Company In such event, the Conversion Obligation shall deliver such shares be determined and Cash paid to Holders in cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), but in any event no later than the third Trading Day immediately following the averaging period. (b) The person in whose name the Security is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof Securities for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Securityconversion. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary Security (which shall be in accordance with substantially the Applicable Procedures, or (iiform attached as Exhibit A under the heading “Conversion Notice”) if and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated surrender the Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; and , (4) payment of any tax pay an amount equal to the interest as required by Section 4.02(c) and (5) pay all transfer or dutysimilar taxes, in accordance with if required pursuant to Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder of a Security satisfies all of those requirements is the “Conversion Date.” The Securities with respect to such Security. Upon the conversion of a Security, the Company will be deemed to be converted immediately prior to pay the Close of Business on the Conversion Date. The Company shall cash and deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion orStock, in the case of holders of Securities in book-entry form with DTCas applicable, in accordance with DTC customary practices. In each casewithout service charge, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the later of the Conversion Date and the completion date that all calculations necessary to make such payment and delivery have been made, but in no event later than three Business Days after the later of the relevant calculations relating those dates. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion considerations and, except as set forth notices may be delivered and such Securities may be surrendered for conversion in Section 4.02(baccordance with clauses (3), (4) and (5) of this Section 4.02(a) and the Applicable Procedures as in any event no later than the third Trading Day immediately following the averaging periodeffect from time to time. (b) The person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed to be a shareholder holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock, or (iii) if the Company elects to deliver cash in lieu of some, but not all, of such shares of Common Stock, the date on which the amount of cash issuable per Security has been determined; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security prior to the issuance of such shares of Common Stock. (c) The Company’s delivery Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date and prior to the opening of business on the next succeeding Interest Payment Date will receive the semi annual interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion, and such interest shall be payable on the corresponding Interest Payment Date to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount as of the Security and to satisfy close of business on the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Regular Record Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of any such Securities for conversion after the close of business on such Regular Record Date and prior to the opening of business on the next succeeding Interest Payment Date, such Securities must also be accompanied by a Security cash payment by the Holders of such Securities of funds to the Conversion Agent of an amount equal to the interest payable on such corresponding Interest Payment Date; provided that no such payment need be made (1) if the Company has specified a Redemption Date that is converted in partafter a Regular Record Date and on or prior to the corresponding Interest Payment Date, (2) if the Company shall execute, has specified a Fundamental Change Purchase Date that is after a Regular Record Date and the Trustee shall, upon receipt of a Company Order, authenticate and deliver on or prior to the Holdercorresponding Interest Payment Date, a new Security equal in principal amount or (3) to the extent of any overdue interest, if any overdue interest exists at the unconverted portion time of the Security surrendered.conversion with respect to such Houston 3170417v.7

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 4.1(a), (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A A-1 or Exhibit A-2, as applicable (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 2.7 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.044.4, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of Cash and a certificate for the number of whole shares of Common Stock issuable upon the conversion orconversion, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder as applicable (and Cash in lieu of any fractional shares pursuant to Section 4.02(a4.3), (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock (other than Cash in lieu of any fractional shares pursuant to Section 4.3). The Company shall deliver such shares and Cash , as promptly soon as practicable on or after the applicable Conversion Date and (ii) in all other cases, on the completion Trading Day following the final day of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodapplicable Cash Settlement Averaging Period. (b) The person in whose name the Security is registered shall be deemed to be a shareholder stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a4.2(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate in effect on the date on which all such conditions have been satisfied and such Security was delivered as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security except as provided in Section 4.14. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right Subject to this Section 15.02, upon any conversion of conversion attaching any Note, the Company shall deliver to converting Noteholders, in respect of each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the then-applicable Conversion Rate. (b) Before any Security may holder of a Note shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 entitled to convert the same as set forth above, such holder shall (i) if such Security is represented by in the case of a Global SecurityNote, by book-entry comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to the amount of interest and Additional Interest, if any, payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 15.02(h) and, if required, all transfer or similar taxes, if any, and (ii) in the case of a Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent through in the facilities form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B hereto) (a “Notice of Conversion”) at the office of the Depositary Conversion Agent and shall state in accordance writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the Applicable Procedurescertificate or certificates for the shares of Common Stock to be delivered upon conversion to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (ii) if such Security is represented and accompanied by a Certificated Securityappropriate endorsement and transfer documents), by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or dutyrequired, in accordance with Section 4.04, which may be pay funds equal to interest payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares next Interest Payment Date to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to which such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except is not entitled as set forth in Section 4.02(b15.02(h), (4) if required, furnish appropriate endorsements and transfer documents, and (5) if required, pay all transfer or similar taxes, if any as set forth in Section 15.02(e). The Trustee (and if different, the relevant Conversion Agent) shall notify the Company of any event no later conversion pursuant to this Article 15 on the date of such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a holder thereof if such holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 16.03, unless the Company defaults in the payment of the Fundamental Change Repurchase Price. If more than the third Trading Day immediately following the averaging period. (b) The person in whose name the Security is registered one Note shall be deemed surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such Notes shall be a shareholder of record computed on the Conversion Date; provided, however, that no surrender of a Security or satisfaction basis of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the aggregate principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest Notes (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver specified portions thereof to the Holder, a new Security equal in principal amount of the unconverted portion of the Security extent permitted thereby) so surrendered.

Conversion Procedure. (a) The right of conversion attaching to To convert a Security (or any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 portion thereof) (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities held other than in global form) into shares of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth Common Stock on the reverse of Security attached hereto as Exhibit A any date (a “Conversion NoticeDate”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a Holder must (i) complete and manually sign the conversion notice to on the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation back of the Security; Security (3or a facsimile of the conversion notice) specifying the Principal Amount of such Security such Holder seeks to convert and deliver such notice (the “Notice of Conversion”) to a Conversion Agent, (ii) surrender the Security to a Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; Agent and (4iv) payment of pay any transfer or similar tax or duty, in accordance with Section 4.0413.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securityif required. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior Anything herein to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion orcontrary notwithstanding, in the case of holders Global Securities, a Notice of Conversion shall be delivered and such Securities in book-entry form with DTC, shall be surrendered for conversion in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares rules and Cash as promptly as practicable after the Conversion Date and the completion procedures of the relevant calculations relating Depositary as in effect from time to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodtime. (b) The person Company will, as soon as practicable after a Conversion Date, but in whose name no event later than three Trading Days following the Security delivery of a Notice of Conversion (the “Share Delivery Date”) (i) provided the Conversion Agent is registered participating in the Depositary’s Fast Automated Securities Transfer Program, such aggregate number of shares of Common Stock to which the applicable Holder shall be deemed entitled to such Holder’s or its nominee’s or nominees’ balance account with the Depositary through its Deposit Withdrawal Agent Commission system, or (ii) if the Conversion Agent is not participating in the Depositary’s Fast Automated Securities Transfer Program, issue, or cause to be a shareholder issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled. The Person or Persons entitled to receive such Common Stock upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a Security, such person Person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of . Except as otherwise provided in Section 13.06, no payment or adjustment will be made for dividends or distributions on shares of Common Stock into which the Security is convertible, together with issued upon conversion of a Security. Holders converting any Cash payment for such holder’s fractional shares, will Securities or portions thereof shall be deemed entitled to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay receive any accrued and unpaid interest (including any Additional Interest) on the Principal Amount being converted as of a Conversion Date to but not including the extent provided for in this Section 13.02(b). If the Conversion Date occurs between the close of business on the Record Date and the opening of business on the immediately following Interest Payment Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver pay to the Holderapplicable Holder in cash, a new on such Interest Payment Date, an amount equal to the accrued and unpaid interest through the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date an amount equal to the interest otherwise payable to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal in principal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the unconverted portion of Conversion Date for the Security surrenderedPrincipal Amount converted by such Holder.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 7.1 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 2.7 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.047.4, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder (and Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash 7.3) as promptly soon as practicable after the Conversion Date and the completion all of the relevant calculations relating to the requirements for such conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodhave been satisfied. (b) The person in whose name the Security is registered shall be deemed to be a shareholder stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a7.2(b) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate in effect on the date on which all such conditions have been satisfied and such Security was delivered as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security except as provided in this Indenture. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion NoticeCONVERSION NOTICE”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 2.7 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.047.4, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion DateCONVERSION DATE.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of cash, if applicable, and a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash (and cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver 7.3) on the applicable date specified for such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth delivery in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodparagraph of Section 7.13(a) hereof. (b) The person in whose name the Security is registered shall be deemed to be a shareholder stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate in effect on the date on which such Security was delivered as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security except as provided in this Indenture. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right Subject to this Section 15.02, upon any conversion of conversion attaching any Note, the Company shall deliver to converting Noteholders, in respect of each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the then-applicable Conversion Rate. (b) Before any Security may holder of a Note shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 entitled to convert the same as set forth above, such holder shall (i) if such Security is represented by in the case of a Global SecurityNote, by book-entry comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to the amount of interest and Additional Interest, if any, payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 15.02(h) and, if required, all transfer or similar taxes, if any, and (ii) in the case of a Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent through in the facilities form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B hereto) (a “Notice of Conversion”) at the office of the Depositary Conversion Agent and shall state in accordance writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the Applicable Procedurescertificate or certificates for the shares of Common Stock to be delivered upon conversion to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (ii) if such Security is represented and accompanied by a Certificated Securityappropriate endorsement and transfer documents), by delivery of such Security at the specified office of the Conversion Agent, accompanied(3) if required, in either case, by: (1) a duly signed and completed conversion notice, in pay funds equal to interest payable on the form next Interest Payment Date to which such holder is not entitled as set forth in Section 15.02(h), (4) if required, furnish appropriate endorsements and transfer documents, and (5) if required, pay all transfer or similar taxes, if any as set forth in Section 15.02(e). The Trustee (and if different, the relevant Conversion Agent) shall notify the Company of any conversion pursuant to this Article 15 on the reverse date of Security attached hereto as Exhibit A (such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a “Conversion Notice”); (2) holder thereof if such Certificated Security holder has been lost, stolen, destroyed or mutilated, also delivered a notice Fundamental Change Repurchase Notice to the Conversion Agent Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 2.07 regarding 16.03, unless the loss, theft, destruction or mutilation Company defaults in the payment of the Security; (3) appropriate endorsements and transfer documents if required Fundamental Change Repurchase Price. If more than one Note shall be surrendered for conversion at one time by the same holder, the Conversion Agent; and (4) payment of any tax or duty, in accordance Obligation with Section 4.04, which may respect to such Notes shall be payable in respect of any transfer involving computed on the issue or delivery basis of the Common Stock in the name of a Person other than the Holder aggregate principal amount of the Security. The date on which Notes (or specified portions thereof to the Holder satisfies all of those requirements is the “Conversion Dateextent permitted thereby) so surrendered.” The Securities will (c) A Note shall be deemed to be have been converted immediately prior to the Close close of Business business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in clause (b) of this Section 15.02 unless such Conversion Date occurs on or following December 12, 2014, in which case the converting Noteholder shall be treated as a stockholder of record of the Common Stock of the Company as of the close of business on the Maturity Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion orStock, in the case of holders of Securities in book-entry form together with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash any cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash 15.02(j) due in respect of its Conversion Obligation on a date (the “Settlement Date”) determined as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating follows: (i) for conversions that occur prior to the conversion considerations andDecember 12, except as set forth in Section 4.02(b)2014, in any event no later than on the third Trading Day immediately following the averaging periodrelevant Conversion Date, and (ii) for conversions that occur on or after December 12, 2014, on the Maturity Date; provided that if calculating any adjustment to the Conversion Rate in accordance with Section 15.04 cannot be accomplished prior to such Settlement Date, the Company shall deliver the additional shares of Common Stock resulting from that adjustment on the third Trading Day after the earliest Trading Day on which such calculation can be made. (bd) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. (e) If a holder submits a Note for conversion, the Company shall pay all documentary, stamp and other duties, if any, that may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock upon the conversion. However, the holder shall pay any such tax that is due because the holder requests any shares of Common Stock to be issued in a name other than the holder’s name. The person Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in whose a name other than the Security is registered holder’s name until the Trustee receives a sum sufficient to pay any tax that will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (f) Except as provided in Section 15.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Noteholder shall not receive any additional cash payment for accrued and unpaid interest and Additional Interest, if any, except as set forth below, subject to Section 15.11. The Company’s settlement of the Conversion Obligation pursuant to Section 15.02 shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted on or after December 12, 2014, the Noteholder of such Notes shall be entitled to the final interest payment, including through the Maturity Date, in respect of the Notes converted. In addition, if Notes are converted after the close of business on a shareholder Interest Record Date, holders of record such Notes as of the close of business on the Conversion Interest Record Date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the close of business on the applicable Interest Record Date. Notes surrendered for conversion during the period from the close of business on any Interest Record Date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest and Additional Interest, if any, payable on the Notes so converted; provided, however, that no surrender such payment shall be required (1) if the Company has specified a Fundamental Change Repurchase Date that is after a Interest Record Date but on or prior to the corresponding Interest Payment Date, (2) to the extent of any Defaulted Interest, if any, existing at the time of conversion with respect to such Note (3) if the Notes are surrendered for conversion after 5:00 p.m., New York City time, on the Interest Record Date immediately preceding the Maturity Date. Except as set forth in this Section 15.02(h) and Section 15.11, no payment or adjustment will be made for accrued and unpaid interest and Additional Interest, if any, on converted Notes. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a Security or satisfaction stockholder of record as of the other conditions close of business on the relevant Conversion Date, unless such Conversion Date occurs on or following December 12, 2014, in which case such Person shall be treated as a stockholder of record of the Common Stock of the Company as of the close of business on the Maturity Date (and, for the avoidance of doubt, shall be entitled to the benefit of any adjustment to the Conversion Rate pursuant to Section 4.03(a) 15.04 through such date); provided, however, if such Conversion Date occurs on any date when the stock transfer books of the Company shall be closed closed, such occurrence shall not be effective to constitute the person Person or persons Persons entitled to receive the any such shares of Common Stock due upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, occurrence shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such SecurityNoteholder. (cj) The Company’s delivery to the Holder of the full number of Company shall not issue fractional shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount upon conversion of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion DateNotes. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in partInstead, the Company shall execute, and the Trustee shall, upon receipt pay cash in lieu of a Company Order, authenticate and deliver fractional shares equal to the Holdernumber of such fractional shares multiplied by the Last Reported Sales Price on the relevant Conversion Date or, a new Security equal in principal amount the case of any Conversion Date occurring on or after December 12, 2014, the unconverted portion of third Trading Day preceding the Security surrenderedMaturity Date.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1A) a duly signed and completed conversion noticenotice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”)A; (2B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (3C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4D) payment of any tax or duty, in accordance with Section 4.044.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder (and Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash 4.01) as promptly soon as practicable after following the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodDate. (b) The person in whose name the Security is registered shall be deemed deemed, to the extent such person receives Common Stock upon conversion, to be a shareholder stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right Upon conversion of any Security, subject to this Section 9.02, Section 9.01 and Section 9.06, the Company will satisfy the Conversion Obligation with respect to each $1,000 Principal Amount of Securities tendered for conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 by delivering either (i) if such Security is represented by a Global Securityon the fifth Business Day following the related Conversion Date, by book-entry transfer shares of fully paid Common Stock equal to the Conversion Agent through Rate or (ii) on the facilities tenth Business Day following the related Conversion Date, cash or a combination of cash and the Company’s Common Stock as provided in Section 9.02(b) or Section 9.02(c), as applicable. In either case, the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (l) below. (b) If any adjustment to the Conversion Rate or conversion of Securities pursuant to this Article 9 would require the Company to issue shares of Common Stock in excess of the Depositary amount permitted by applicable listing standards of The Nasdaq National Market to be issued without approval by the Company’s stockholders, the Company shall either (i) obtain the approval of its stockholders with respect to such issuance or (ii) in accordance lieu of delivering shares of Common Stock in excess of such limitations, pay cash on a pro rata basis to the Holders of Securities being converted in an amount per share of Common Stock equal to the Last Reported Sale Price for the Company’s Common Stock on the Trading Day immediately prior to the Conversion Date, as determined by the Company or its agent. (c) If there is no Event of Default with respect to the Applicable ProceduresSecurities that is continuing, then the Company may, at its option, in lieu of delivering shares of Common Stock, elect to pay the Holder surrendering such a Security for conversion an amount of cash equal to the average, as determined by the Company or its agent, of the Last Reported Sale Price of the Company’s Common Stock for the five consecutive Trading Days immediately following (i) the date of delivery of notice of the Company’s election to deliver cash if the Company has not given notice of redemption with respect to such Security pursuant to Section 7.03, or (ii) if the Conversion Date, in the case of a conversion following the delivery by the Company of a notice of redemption with respect to such Security is represented pursuant to Section 7.03, specifying that the Company intends to deliver cash upon conversion, in either case multiplied by a Certificated Security, by delivery the number of shares of Common Stock issuable upon conversion of such Security on that date. If the Company elects to deliver cash in lieu of Common Stock, the Company shall inform Holders of such election by delivering an irrevocable written notice to the Trustee and the Paying Agent prior to the close of business on the second Business Day after the Conversion Date, unless the Company has already informed Holders of its election by delivering an irrevocable notice in connection with redemption of the debentures pursuant to Section 7.03. (d) Before any Holder of a Security shall be entitled to convert the same as set forth above, such Holder shall (1) in the case of a Global Security, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 9.02(j) and, if required pursuant to Section 9.02(g), pay all stamp, transfer or similar taxes or duties, if any, in connection with such conversion and (2) in the case of a Security issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the form on the reverse of such certificated Security (or a facsimile thereof) (a “Notice of Conversion”) at the specified office of the Conversion Agent and shall state in writing therein the principal amount of Securities to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Securities, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, accompanied(C) if required, in either case, by: (1) a duly signed and completed conversion notice, in pay funds equal to interest payable on the form next Interest Payment Date to which such Holder is not entitled as set forth on the reverse of Security attached hereto as Exhibit A in Section 9.02(j), and (a “Conversion Notice”); (2D) if required pursuant to Section 9.02(g), pay all stamp, transfer or similar taxes or duties, if any, in connection with such Certificated Security conversion. No Notice of Conversion with respect to any Securities may be tendered by a Holder thereof if such Holder has been lost, stolen, destroyed or mutilated, also tendered a notice to the Conversion Agent Fxxxxxxxxxx Xxxxxx Xxxxxxxxxx Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 2.07 regarding 8.03. If more than one Security shall be surrendered for conversion at one time by the losssame Holder, theftthe Conversion Obligation with respect to such Securities, destruction or mutilation if any, that shall be payable upon conversion shall be computed on the basis of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of any transfer involving the issue or delivery aggregate principal amount of the Common Stock in Securities (or specified portions thereof to the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Dateextent permitted thereby) so surrendered.” The Securities will (e) A Security shall be deemed to be have been converted immediately prior to the Close close of Business business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in clause (d). Payment of the shares of Common Stock and cash, if any, pursuant to Section 9.02(a) in satisfaction of the Conversion Obligation shall be made by the Company in no event later than the date specified in Section 9.02(a) by paying such shares of Common Stock and cash, if any (in each case, together with any cash in lieu of fractional shares), to the Holder of a Security surrendered for conversion, or such Holder’s nominee or nominees, and issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock to which such Holder shall be entitled as part of such Conversion Obligation. (f) In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Security so surrendered, without charge to such Holder, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. (g) If a Holder submits a Security for conversion, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests any shares of Common Stock to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (h) Except as provided in Section 9.03, no adjustment shall be made for dividends on any shares issued upon the conversion of any Security as provided in this Article. (i) Upon the conversion of an interest in a Global Security, the Trustee shall make a notation on such Global Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of any Security effected through any Conversion Agent other than the Trustee. (j) Upon conversion, a Securityholder will not receive any separate cash payment for accrued and unpaid Interest except as set forth below. The Company’s settlement of the Conversion Obligation as described above shall be deemed to satisfy its obligation to pay the Principal Amount of the Security and accrued and unpaid Interest to, but not including, the Conversion Date. The Company shall deliver the shares to the Holder through As a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion orresult, in the case of holders of Securities in book-entry form with DTCaccrued and unpaid Interest to, in accordance with DTC customary practices. In each casebut not including, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging period. (b) The person in whose name the Security is registered shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, payments in respect of accrued and unpaid Interest on Securities converted after the close of business on a shareholder Record Date and prior to the opening of business on the related Interest Payment Date shall be governed by the provisions of Section 4.01 hereof. Except as described above, no payment or adjustment will be made for accrued interest on converted Securities. (k) The Person in whose name the certificate for such shares of Common Stock is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) Securities on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Securities shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecuritySecurities, such person Person shall no longer be a Holder of such SecuritySecurityholder. (cl) The Company’s delivery to the Holder of the full number of No fractional shares of Common Stock into which shall be issued upon conversion of any Security or Securities. If more than one Security shall be surrendered for conversion at one time by the Security is convertiblesame Holder, together with any Cash payment for such holder’s fractional shares, will the number of full shares that shall be deemed to satisfy issued upon conversion thereof shall be computed on the Company’s obligation to pay the principal amount basis of the aggregate Principal Amount of the Securities (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of any Security and to satisfy the Company’s obligation to pay accrued and unpaid interest or Securities (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in partspecified portions thereof), the Company shall execute, and pay a cash adjustment in respect of such fraction (calculated to the Trustee shall, upon receipt nearest one-100th of a Company Order, authenticate and deliver share) in an amount equal to the Holder, a new Security equal in principal amount same fraction of the unconverted portion Last Reported Sale Price of the Security surrenderedCommon Stock on the related Conversion Date.

Conversion Procedure. (a) The right of conversion attaching to any Each Security may shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion AgentAgent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock (subject to Sections 15.02(f) and 15.10). The Security will be converted into shares of Common Stock at the Conversion Price therefor. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, accompaniedthe Holder of any such Securities to be converted, in either casewhole or in part, by: shall: (1i) a duly signed complete and completed manually sign the conversion notice, in the form as set forth notice provided on the reverse back of the Security attached hereto as Exhibit A (a “Conversion Notice”); (2the "CONVERSION NOTICE") if and deliver such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to a Conversion Agent; (ii) surrender the Security to a Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; Agent; (3iii) furnish appropriate endorsements and transfer documents documents, if required by the Conversion Agentrequired; and and (4iv) payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those the requirements set forth in (i) through (iv) above is the “Conversion Date"CONVERSION DATE.” The " Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities will be deemed surrendered for conversion shall, unless the shares issuable on conversion are to be converted immediately prior issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Close Company duly executed by, the Holder or his duly authorized attorney. 72 In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 15.02 and any transfer taxes if required pursuant to Section 15.06. (c) As promptly as practicable after satisfaction of the requirements for conversion set forth above (but in no event later than 5 Business on Days after the Conversion Date. The ), subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the shares to office of the Holder through a Conversion Agent in the form of Agent, a certificate or certificates for the number of whole full shares of Common Stock issuable upon the conversion or, in the case of holders of such Securities in book-entry form with DTC, or portion thereof in accordance with DTC customary practicesthe provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 15.03. In each casecase any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall also execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such holder Cash Securities (or portion thereof) on the date on which the requirements set forth above in lieu of any fractional shares pursuant this Section 15.02 have been satisfied as to Section 4.02(asuch Securities (or portion thereof)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date , and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging period. (b) The person in whose name the Security is registered any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to be a shareholder have become on said date the Holder of record on of the Conversion Dateshares represented thereby; provided, however, that no in case of any such surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute closed, the person or persons entitled in whose name the certificate or certificates for such shares are to receive the shares of Common Stock upon such conversion as be issued shall be deemed to have become the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders Holder thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. Upon The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee. (e) Each stock certificate representing Common Stock issued upon conversion of the Securities that are Restricted Securities shall bear the legend in substantially the form of EXHIBIT C hereto. (f) Notwithstanding the foregoing, if on the Conversion Date of the Holder's conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s delivery Security pursuant to the Holder 98% Market Condition (such date, the "98% CONVERSION DATE") the Closing Sale Price of the full Common Stock is greater than the Conversion Price, the Holder converting a Security pursuant to the 98% Market Condition shall receive, in lieu of a number of shares of Common Stock into which based on the Security is convertibleConversion Price, together with any Cash payment for such holder’s fractional sharesor Common Stock or a combination of Cash and Common Stock, will be deemed to satisfy at the Company’s obligation 's sole option, with a value equal to pay the principal amount Principal Amount of the Security and so surrendered for conversion (such conversion, a "PRINCIPAL VALUE CONVERSION"). Any Common Stock to satisfy be delivered to the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including Holder by the Company upon a Principal Value Conversion shall be valued at the greater of the Conversion Price on the 98% Conversion Date or the Applicable Stock Price of the Common Stock on the 98% Conversion Date. As The Company shall notify the Trustee and any surrendering Holder of Securities whose conversion is a resultPrincipal Value Conversion of such Principal Value Conversion by the second Trading Day following the 98% Conversion Date and in such notice, accrued interest is deemed paid state whether the Company shall pay to such Holder all or a portion of the Principal Amount of such Securities in full rather than cancelledCash, extinguished Common Stock or forfeited. (d) Upon surrender a combination of Cash and Common Stock and, if a Security that is converted combination, the percentages of the Principal Amount in partrespect of which it will pay in Cash or Common Stock. Subject to the satisfaction of all requirements for conversion under this Section 13.02, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver use reasonable efforts to the Holder, a new Security equal in principal amount of the unconverted (A) pay any portion of the Security surrenderedPrincipal Amount of Securities elected to be paid in Cash by the Company in a Principal Value Conversion on the third Trading Day following the determination of the Applicable Stock Price and (B) deliver any portion of the Principal Amount of Securities elected to be paid by the Company in Common Stock in a Principal Value Conversion on the third Trading Day following the determination of the Applicable Stock Price.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 hereof (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 2.06 hereof regarding the loss, theft, destruction or mutilation of the SecuritySecurity and such security or indemnity as required pursuant to Section 2.06 hereof; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.044.04 hereof, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a))) of this First Supplemental Indenture. The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations andCash, except as set forth in Section 4.02(b)4.02(c) and subject to Section 4.04 of this First Supplemental Indenture, in any event no later than the third Trading Day immediately following the averaging periodConversion Date. (b) The person Person in whose name the Security is registered shall be deemed to be a shareholder of record immediately prior to the Close of Business on the Conversion Date; providedprovided , howeverhowever , that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) above on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest, if any) to to, but not including including, the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Orderan Order of the Company, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted To convert interests in accordance with Section 4.01 (i) if such Security is represented by a Global SecurityNote, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance a Holder must comply with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Company and pay: (1) interest as provided in Section 4.02(e); (2) any documentary, stamp or similar issue or transfer tax or fee due upon the issuance and delivery of ADSs upon conversion pursuant to Section 4.04; and (3) pay the applicable fees and expenses of the ADS Depositary for the issuance of ADSs as described in the Deposit Agreement. (b) To convert a Certificated Note, a Holder must: (1) complete and manually sign the conversion notice on the back of the Note, copies of which will be available from the Conversion Agent and deliver a copy of such notice by facsimile with an original to follow to the Conversion Agent; and ; (2) surrender the Note to the Conversion Agent at its principal corporate office; (3) if required, pay interest as provided in Section 4.02(e); (4) payment if required by the Conversion Agent, furnish appropriate endorsements, signature guarantees and transfer documents; (5) if required, furnish written acknowledgements, certifications and agreements in connection with the issuance of ADSs by the ADS Depositary upon deposit of Ordinary Shares; (6) if required, pay any documentary, stamp or similar issue or transfer tax or duty, in accordance with fee or tax on capital gain due upon the issuance and delivery of ADSs upon conversion pursuant to Section 4.04, which may be payable in respect of any transfer involving ; and (7) pay the issue or delivery applicable fees and expenses of the Common Stock in ADS Depositary for the name issuance of a Person other than ADSs as described under the Holder of the Security. Deposit Agreement. (c) The date on which the Holder satisfies all of those the requirements with respect to a Note in either paragraph (a) or (b) above is the “Conversion Date.” The Securities for such Note, unless such date occurs during a Closed Period or after the Holder has submitted, but not validly withdrawn, a Fundamental Change Purchase Notice with respect to such Note. Any Holder who satisfies the conditions listed in 4.02(a), with respect to a Global Note, or 4.02(b), with respect to a Certificated Note, during a Closed Period (i) will not be permitted to convert the Notes into ADSs (as specified in the Conversion Notice) until the next Business Day after the end of that Closed Period (even if such Business Day occurs after a Redemption Date, Tax Redemption Date or the Maturity Date), which (if all other conditions to conversion have been fulfilled) will Table of Contents be the Conversion Date for such Notes; and (ii) will be deemed permitted to be converted immediately withdraw such Conversion Notice or undertake the appropriate Applicable Procedures to cancel its conversion, as applicable, prior to the Close of Business on Conversion Date for such Notes. Upon the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form conversion of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each caseNote, the Company shall also will promptly deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date requisite documentation and the completion of the relevant calculations relating Ordinary Shares to the conversion considerations and, except Depositary so as set forth in Section 4.02(b), in any event no later than to enable the third Trading Day immediately following Depositary to deliver ADSs to the averaging periodHolder. (bd) The person in whose name the Security is registered ADS Depositary shall be deemed to be a shareholder holder of record of Ordinary Shares representing ADSs deposited upon conversion on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) Note on any date Conversion Date that occurs when the stock share transfer books of the Company shall be closed shall be effective to constitute the person or persons depositary entitled to receive the shares of Common Stock Ordinary Shares representing ADSs deposited upon such conversion as to be the record holder or holders of such shares of Common Stock Ordinary Shares representing ADSs on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons depositary entitled to receive such shares of Common Stock Ordinary Shares representing ADSs as the record holder or holders thereof for all purposes at as of the Close close of Business business on the next succeeding day on which such stock share transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the share transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such a converting person shall no longer be a Holder of such SecurityNote. Except as set forth in this First Supplemental Indenture, no payment or adjustment will be made for dividends or distributions declared or made on the Ordinary Shares represented by ADSs issued upon conversion of a Note prior to the issuance of such shares. (ce) The Company’s delivery Upon conversion of a Note, a Holder will not receive, except as described below, any cash payment representing any accrued interest (except Additional Amounts and Cap Additional Interest, if any). Instead, accrued interest (except Additional Amounts and Cap Additional Interest, if any) will be deemed paid in full by the ADSs received by the Holder upon conversion rather than cancelled, extinguished or forfeited. Delivery of Ordinary Shares to the Depositary for the issuance to the Holder of the full number of shares of Common Stock ADSs into which the Security Note is convertible, together with any Cash cash payment for of such holderHolder’s fractional sharesADSs pursuant to Section 4.03, will thus be deemed to satisfy the Company’s obligation to pay the principal amount of the Security a Note and to satisfy the Company’s obligation to pay accrued and unpaid interest (including except Additional Amounts and Cap Additional Interest, if any). Holders of Notes at 5:00 p.m., New York City time, on any Regular Record Date will receive the interest (except Additional Amounts deliverable upon conversion, if any, and Cap Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after 5:00 p.m., New York City time, on such Regular Record Date. However, Notes surrendered for conversion by a Holder during the period subsequent to 5:00 p.m., New York City time, on any Regular Record Date and prior to 9:00 a.m., New York City time, on the corresponding Interest Payment Date must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest that has accrued and will be paid on the Notes being converted (whether or not the converting Holder was the Holder of record on the relevant Regular Record Date); provided, however, that no such payment need be made: (1) if the Company has specified a Fundamental Change Purchase Date that falls on or after a Regular Record Date and on or prior to the corresponding Table of Contents Interest Payment Date and the Conversion Date for such Note occurs between such Regular Record Date and Interest Payment Date; (2) if the Company has specified a Redemption Date or a Tax Redemption Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date and the Conversion Date for such Note occurs between such Regular Record Date and Interest Payment Date; (3) on Notes that have been surrendered for conversion following the Regular Record Date immediately preceding the Maturity Date; (4) to the extent of overdue interest, if any, or Cap Additional, if any which exists at the time of the conversion with respect to such Note; or (5) to the extent of any Additional Amounts payable by the Company upon conversion in connection with the Company’s satisfaction of its conversion obligations. For the avoidance of doubt, interest (excluding any Additional Amounts payable by the Company in connection with payments or deliveries that the Company is obligated to make to the record Holder of such Note on a Redemption Date, Tax Redemption Date or Maturity Date, and any Cap Additional Interest) paid on the Redemption Date or Tax Redemption Date, as applicable, will be paid to but not including the Conversion Holder of record on the Regular Record Date if such Note has been surrendered for conversion following the Regular Record Date immediately preceding the Redemption Date, the Tax Redemption Date or Maturity Date, as the case may be. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender In the case of a Security that any certificated Note which is converted in partpart only, upon such conversion the Company shall execute, execute and the Trustee or Authenticating Agent shall, upon receipt of a Company Order, authenticate and deliver to the HolderHolder thereof, without service charge, a new Security equal Note or Notes of authorized denominations in an aggregate principal amount of equal to, and in exchange for, the unconverted portion of the Security surrenderedprincipal amount of such Note. A Note may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Note to remain Outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. Upon the conversion of an interest in a Global Note, the Securities Administrator and the Depositary shall reduce the principal amount of such Global Note in their records. The Company shall notify the Trustee and the Securities Administrator in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee or the Securities Administrator, as applicable.

Conversion Procedure. (a) The right of conversion attaching to any Each Security may shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion Agent. (b) In order to exercise the conversion right with respect to any interest in Global Securities, accompanied, in either case, by: (1) a duly signed and completed the Holder must complete the appropriate instruction form for conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice pursuant to the Conversion Agent in accordance with Section 2.07 regarding the lossDepositary’s book-entry conversion program, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; , and (4) payment of any tax or dutypay the funds, in accordance with if any, required by this Section 4.04, which may be payable in respect of 6.02 and any transfer involving taxes if required pursuant to Section 6.08. In order to exercise the issue or delivery of the Common Stock conversion right with respect to any Securities in the name of a Person other than certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the Securityconversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the conversion notice and deliver such notice to a Conversion Agent; (ii) surrender the Security to a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, (iv) make any payment required under Section 6.03(d); and (v) if required, pay any transfer or similar tax. The date on which the Holder satisfies all of those the applicable requirements set forth above is the “Conversion Date.” The ” (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities will be deemed surrendered for conversion shall, unless the shares issuable on conversion are to be converted immediately prior issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Close of Company duly executed by, the Holder or his duly authorized attorney. (d) On the third Business on Day immediately following the Conversion Date. The , in the case of any conversion settled pursuant to Section 6.03(a), or the last day of the Observation Period, in the case of any conversion settled pursuant to Section 6.03(b), as applicable, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the shares to office of the Holder through a Conversion Agent in the form of Agent, a certificate or certificates for the number of whole full shares of Common Stock issuable upon the and a check or cash for any cash amounts payable in respect of such conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practicesthe provisions of this Article 6. In each casecase any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall also execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such holder Cash Securities (or portion thereof) on the date on which the requirements set forth above in lieu of any fractional shares pursuant this Section 6.02 have been satisfied as to Section 4.02(asuch Securities (or portion thereof)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date , and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging period. (b) The person in whose name the Security is registered any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to be a shareholder have become on said date the Holder of record on of the Conversion Dateshares represented thereby; provided, however, that no in case of any such surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute closed, the person or persons entitled in whose name the certificate or certificates for such shares are to receive the shares of Common Stock upon such conversion as be issued shall be deemed to have become the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders Holder thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon , but such conversion of a Security, shall be at the Conversion Rate in effect on the date upon which such person Securities shall no longer be a Holder of such Securitysurrendered. (ce) The Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company’s delivery ) shall make a notation on such Global Securities as to the Holder reduction in the Principal Axxxxx represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeitedTrustee. (df) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, Each stock certificate representing Common Stock issued upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount conversion of the unconverted portion Securities that are Restricted Securities shall bear the legend in substantially the form of the Security surrenderedExhibit B hereto.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 hereof (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 2.06 hereof regarding the loss, theft, destruction or mutilation of the SecuritySecurity and such security or indemnity as required pursuant to Section 2.06 hereof; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.044.04 hereof, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a))) of this First Supplemental Indenture and Cash with respect to any Early Conversion Make-Whole Amount pursuant to Section 4.10 hereof. The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations andCash, except as set forth in Section 4.02(b)4.02(c) and subject to Section 4.04 of this First Supplemental Indenture, in any event no later than the third Trading Day immediately following the averaging periodConversion Date. (b) The person Person in whose name the Security is registered shall be deemed to be a shareholder of record immediately prior to the Close of Business on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) above on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Subject to the Company’s obligations under Section 4.10 hereof the Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest, if any) to to, but not including including, the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Orderan Order of the Company, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary Security (which shall be in accordance with substantially the Applicable Procedures, or (iiform attached as Exhibit A under the heading “Conversion Notice”) if and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated surrender the Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; and , (4) payment of any tax pay an amount equal to the interest as required by Section 4.02(c) and (5) pay all transfer or dutysimilar taxes, in accordance with if required pursuant to Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder of a Security satisfies all of those requirements is the “Conversion Date.” The Securities with respect to such Security. Upon the conversion of a Security, the Company will be deemed to be converted immediately prior to pay the Close of Business on the Conversion Date. The Company shall cash and deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion orStock, in the case of holders of Securities in book-entry form with DTCas applicable, in accordance with DTC customary practices. In each casewithout service charge, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the later of the Conversion Date and the completion date that all calculations necessary to make such payment and delivery have been made, but in no event later than 10 Business Days after the later of the relevant calculations relating those dates. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion considerations and, except as set forth notices may be delivered and such Securities may be surrendered for conversion in Section 4.02(baccordance with clauses (3), (4) and (5) of this Section 4.02(a) and the Applicable Procedures as in any event no later than the third Trading Day immediately following the averaging periodeffect from time to time. (b) The person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed to be a shareholder holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock, or (iii) if the Company elects to deliver cash in lieu of some, but not all, of such shares of Common Stock, the date on which the amount of cash issuable per Security has been determined; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security prior to the issuance of such shares of Common Stock. (c) The Company’s delivery Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semiannual interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion, and such interest shall be payable on the corresponding Interest Payment Date to the Holder of the full number Security as of shares the close of Common Stock into which business on the Security Regular Record Date. Upon surrender of any such Securities for conversion after the close of business on such Regular Record Date, such Securities shall also be accompanied by payment by the Holders of such Securities in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest (including Additional Interest, if any) payable on such corresponding Interest Payment Date; provided that no such payment need be made: (1) in connection with a conversion following the Regular Record Date preceding the Final Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is convertibleafter a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest (including Additional Interest, together if any), if any overdue interest (including Additional Interest, if any) exists at the time of conversion with any Cash respect to such Security. Except as otherwise provided in this Section 4.02(c), no payment for such holder’s fractional shares, or adjustment will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay made for accrued and unpaid interest (including any Additional Interest, if any) to but not including the Conversion Dateon a converted Security. As a result, accrued Accrued and unpaid interest is shall be deemed paid in full full, rather than cancelled, extinguished or forfeited. The Company shall not be required to convert any Securities which are surrendered for conversion without payment of interest as required by this Section 4.02(c). (d) Upon surrender Subject to Section 4.02(c), nothing in this Section shall affect the right of a Holder in whose name any Security that is registered at the close of business on a Regular Record Date to receive the interest (including Additional Interest, if any) payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the amount of cash to be paid and the number of shares of Common Stock issuable upon the conversion, if any (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03) shall be based on the aggregate principal amount of all Securities so converted. (e) In the case of any Security which is converted in partpart only, upon such conversion the Company shall execute, execute and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the HolderHolder thereof, without service charge, a new Security equal or Securities of authorized denominations in an aggregate principal amount of equal to, and in exchange for, the unconverted portion of the principal amount of such Security. A Security surrenderedmay be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (f) Upon the Company’s determination that Holders are or will be entitled to convert their Securities in accordance with the provisions of this Article 4, the Company will promptly issue a press release or otherwise publicly disclose this information and use its reasonable efforts to post such information on the Company’s website.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (ii)(i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Registered Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Registered Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 3.6 of the Base Indenture regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodConversion Date. (b) The person in whose name the Security is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 7.1 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “"Conversion Notice”"); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 2.7 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.047.4, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “"Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. " The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder (and Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash 7.3) as promptly soon as practicable after the Conversion Date and the completion all of the relevant calculations relating to the requirements for such conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodhave been satisfied. (b) The person in whose name the Security is registered shall be deemed to be a shareholder stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a7.2(b) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate in effect on the date on which all such conditions have been satisfied and such Security was delivered as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security except as provided in this Indenture. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 7.1 (i) if such Security is represented by a Global SecuritySecu- rity, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “"Conversion Notice”"); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 2.7 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.047.4, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “"Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. " The Company shall deliver the shares to the Holder through a Conversion Agent in the form of Cash, if applicable, and a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder (and Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver 7.3) on the applicable date specified for such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth delivery in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodparagraph of Section 7.13(a) hereof. (b) The person in whose name the Security is registered shall be deemed to be a shareholder stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a7.2(b) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate in effect on the date on which all such conditions have been satisfied and such Security was delivered as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security except as provided in this Indenture. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder (and Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash ) as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations andDate, except as set forth but in Section 4.02(b), in any no event no later than the third Trading Business Day immediately following after the averaging periodConversion Date. (b) The person in whose name the Security is registered shall be deemed to be a shareholder stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. By delivering to the holder the shares of Common Stock issuable upon conversion, together with a cash payment in lieu of any fractional shares, the Company will satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest will be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (ii)(i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Registered Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Registered Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 3.6 of the Base Indenture regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agentdocuments; and (4) payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a the Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging periodConversion Date. (b) The person in whose name the Security is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. (c) The Company’s 's delivery to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s Holder's fractional shares, will be deemed to satisfy the Company’s 's obligation to pay the principal amount of the Security and to satisfy the Company’s 's obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited. (d) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, Officers' Certificate and Opinion authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Each Security may shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion Agent. (b) In order to exercise the conversion right with respect to any interest in Global Securities, accompanied, in either case, by: (1) a duly signed and completed the Holder must complete the appropriate instruction form for conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice pursuant to the Conversion Agent in accordance with Section 2.07 regarding the lossDepositary’s book-entry conversion program, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; , and (4) payment of any tax or dutypay the funds, in accordance with if any, required by this Section 4.04, which may be payable in respect of 9.02 and any transfer involving taxes if required pursuant to Section 9.08. In order to exercise the issue or delivery of the Common Stock conversion right with respect to any Securities in the name of a Person other than certificated form, the Holder of any Physical Securities, the SecurityHolder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or a facsimile of the conversion notice and deliver such notice to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, (iv) make any payment required under Section 9.03(d); and (v) if required, pay any transfer or similar tax. The date on which the Holder satisfies all of those the applicable requirements set forth above is the “Conversion Date.” The ” (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities will be deemed surrendered for conversion shall, unless the shares issuable on conversion are to be converted immediately prior issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Close Company duly executed by, the Holder or his duly authorized attorney. (d) On the third Business Day immediately following the last day of Business the Observation Period, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Date. The Company shall deliver the shares to the Holder through Agent, a Conversion Agent in the form of check or cash and a certificate or certificates for the number of whole full shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practicesthe provisions of this Article 9, if applicable. In each casecase any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall also execute and the Trustee shall authenticate and deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion Holder of the relevant calculations relating Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging period. (b) The person in whose name the Security is registered shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 9.02 have been satisfied as to such Securities (or portion thereof), and the Person in whose name any certificate or certificates for shares of Common Stock shall be a shareholder issuable upon such conversion shall be deemed to have become on said date the Holder of record on of the Conversion Dateshares represented thereby; provided, however, that no in case of any such surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed closed, the Person or Persons in whose name the certificate or certificates for such shares are to be issued shall be effective deemed to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as have become the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders Holder thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon , but such conversion of a Security, shall be at the Conversion Price in effect on the date upon which such person Securities shall no longer be a Holder of such Securitysurrendered. (ce) The Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company’s delivery ) shall make a notation on such Global Securities as to the Holder reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the full number of shares of Common Stock into which the Security is convertible, together with any Cash payment for such holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay accrued and unpaid interest (including any Additional Interest) to but not including the Conversion Date. As a result, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeitedTrustee. (df) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, Each stock certificate representing Common Stock issued upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount conversion of the unconverted portion Securities that are Restricted Securities shall bear the legend in substantially the form of the Security surrenderedExhibit C hereto.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary Security (which shall be in accordance with substantially the Applicable Procedures, or (iiform attached as Exhibit A under the heading "Conversion Notice") if and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated surrender the Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; and , (4) payment of any tax pay an amount equal to the interest (including Contingent Interest, if any) as required by Section 4.02(c) and (5) pay all transfer or dutysimilar taxes, in accordance with if required pursuant to Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder of a Security satisfies all of those requirements is the “"Conversion Date.” The Securities " with respect to such Security. Upon the conversion of a Security, the Company will be deemed to be converted immediately prior to pay the Close of Business on the Conversion Date. The Company shall cash and deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion orStock, in the case of holders of Securities in book-entry form with DTCas applicable, in accordance with DTC customary practices. In each casewithout service charge, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the later of the Conversion Date and the completion date that all calculations necessary to make such payment and delivery have been made, but in no event later than 10 Business Days after the later of the relevant calculations relating those dates. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion considerations and, except as set forth notices may be delivered and such Securities may be surrendered for conversion in Section 4.02(baccordance with clauses (3), (4) and (5) of this Section 4.02(a) and the Applicable Procedures as in any event no later than the third Trading Day immediately following the averaging periodeffect from time to time. (b) The person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed to be a shareholder holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock, or (iii) if the Company elects to deliver cash in lieu of some, but not all, of such shares of Common Stock, the date on which the amount of cash issuable per Security has been determined; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security prior to the issuance of such shares of Common Stock. (c) The Company’s delivery Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi annual interest (including Additional Interest and Contingent Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion, and such interest shall be payable on the corresponding Interest Payment Date to the Holder of the full number Security as of shares the close of Common Stock into which business on the Security Regular Record Date. Upon surrender of any such Securities for conversion after the close of business on such Regular Record Date, such Securities shall also be accompanied by payment by the Holders of such Securities in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest (including Additional Interest and Contingent Interest, if any) payable on such corresponding Interest Payment Date; provided that no such payment need be made (1) if the Company has specified a Redemption Date that is convertibleafter a Regular Record Date and on or prior to the corresponding Interest Payment Date, together (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, or (3) to the extent of any overdue interest (including Additional Interest and Contingent Interest, if any), if any overdue interest (including Additional Interest and Contingent Interest, if any) exists at the time of conversion with any Cash respect to such Security. Except as otherwise provided in this Section 4.02(c), no payment for such holder’s fractional shares, or adjustment will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security and to satisfy the Company’s obligation to pay made for accrued and unpaid interest (including any Additional Interest and Contingent Interest, if any) to but not including the Conversion Dateon a converted Security. As a result, accrued Accrued and unpaid interest is shall be deemed paid in full full, rather than cancelled, extinguished or forfeited. The Company shall not be required to convert any Securities which are surrendered for conversion without payment of interest as required by this Section 4.02(c). (d) Upon surrender Subject to Section 4.02(c), nothing in this Section shall affect the right of a Holder in whose name any Security that is registered at the close of business on a Regular Record Date to receive the interest (including Additional Interest and Contingent Interest, if any) payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture, the Securities and the Registration Rights Agreement. If a Holder converts more than one Security at the same time, the amount of cash to be paid and the number of shares of Common Stock issuable upon the conversion, if any (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03) shall be based on the aggregate principal amount of all Securities so converted. (e) In the case of any Security which is converted in partpart only, upon such conversion the Company shall execute, execute and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the HolderHolder thereof, without service charge, a new Security equal or Securities of authorized denominations in an aggregate principal amount of the equal to the, and in exchange for, unconverted portion of the principal amount of such Security. A Security surrenderedmay be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (f) Upon the Company's determination that Holders are or will be entitled to convert their Securities in accordance with the provisions of this Article 4, the Company will promptly issue a press release or otherwise publicly disclose this information and use its reasonable efforts to post such information on the Company's website.