Common use of Conversion Clause in Contracts

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the registered Holder of any Security this Note has the right, exercisable at such Holder’s option, to convert at any time after June 30, 2011 and prior to 5:00 p.m., New York City time, the close of business on March 15, 2030, to convert the principal amount thereof fourth Business Day immediately preceding the Maturity Date (or in case this Note or any portion 104 thereof that hereof is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent subject to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyTax Redemption Notice or a duly completed election for repurchase, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on the Business Day immediately preceding prior to the corresponding Tax Redemption Date or the Change of Control Purchase Date, as the case may be (unless the Company Issuer defaults in making the payment due upon redemption. To redemption or repurchase)) to convert a Securityeach U.S.$1,000 principal amount of Notes into 88.6211 ADSs of the Issuer, a Holder must (1) complete and sign a conversion notice substantially as adjusted from time to time as provided in the form attached heretoIndenture, including with respect to the Make Whole Fundamental Change Premium, upon surrender of this Note to the Issuer at the office or agency maintained for such purpose (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and at such other offices or transfer documents if required agencies designated for such purpose by the Security Registrar Issuer), accompanied by written notice of conversion duly executed (and if the ADSs to be issued on conversion are to be issued in any name other than that of the registered Holder of this Note by instruments of transfer, in form satisfactory to the Issuer, duly executed by the registered Holder or Conversion Agent and (4its duly authorized attorney) pay any transfer or similar taxand, if required. Upon conversion, no adjustment or payment will in case such surrender shall be made for interest or dividendsduring the period after 5 p.m., but if any Holder surrenders a Security for conversion after the close of business New York City time on the Regular Record Date for the payment of an installment of interest and prior to the opening of business immediately preceding any Interest Payment Date through 9:00 a.m. New York City time on the next such Interest Payment Date, thenalso accompanied by payment, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid in funds acceptable to the registered Holder of such Security on such Regular Record Date. In such eventIssuer, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest Interest, otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of this Note then being converted; provided, however, that no such payment need be made if the Security converted by Notes are surrendered for conversion after the Applicable Conversion Price in effect on the Conversion final Record Date. No fractional shares will be issued upon Subject to the aforesaid requirement for a payment in the event of conversion but after the close of business on a cash Record Date immediately preceding an Interest Payment Date, no adjustment will shall be made on conversion for any fractional interestInterest accrued hereon or for dividends on ADSs delivered on conversion. The outstanding principal amount of any Security shall be reduced by right to convert this Note is subject to the portion provisions of the principal amount thereof converted into shares Indenture relating to conversion rights in the case of Capital Stockcertain consolidations, mergers, or sales or transfers of substantially all the Issuer’s assets. 15.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on February 16, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2021. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The Conversion Rate is 8.224 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. Accrued and unpaid interest in lieu of Original Issue Discount will not be paid on Securities that are converted; provided, however, that if the Company exercises such option, -------- ------- Securities surrendered for conversion during the period, in the case of interest in lieu of Original Issue Discount, from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (and with respect to which the Company has mailed a notice of redemption). Securities surrendered for conversion must be accompanied by payment due upon redemptionof an amount equal to the interest in lieu of Original Issue Discount with respect thereto that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. (a) Subject to the Corporation's redemption rights set forth in Section 6(b), each share of Series A Preferred Stock will be convertible into shares of the Common Stock, at the election of the holder thereof by written notice to the Corporation (each, a "Conversion Notice"), beginning upon the earlier of (i) 90 days after the occurrence of a Listing Event or (ii) the second anniversary of the final closing of the Offering (whether or not a Listing Event has occurred). The Holder Conversion Notice shall state: (i) the number of shares of Series A Preferred Stock to be converted; and (ii) that the shares of Series A Preferred Stock are to be converted pursuant to the applicable terms of the shares of Series A Preferred Stock. Each such share of Series A Preferred Stock will convert into a number of shares of the Common Stock determined by dividing (i) the sum of (A) 100% of the Stated Value plus (B) any Security has accrued but unpaid dividends to, but not including, the right, exercisable at any time Conversion Date (as defined below) (unless the Conversion Date is after a Dividend Record Date and prior to 5:00 p.m.the corresponding Dividend Payment Date, New York City timein which case no additional amount for such accrued and unpaid dividend will be included in such sum) by (ii) the conversion price of each share of the Common Stock (the "Conversion Price"). The Conversion Price will be determined as follows: i. Provided there has been a Listing Event, if a Conversion Notice with respect to any share of Series A Preferred Stock is received on March 15or prior to December 31, 20302017, the Conversion Price for such share of Series A Preferred Stock will be equal to 110% of the VWAP per share of the Common Stock of the Corporation (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. ii. Provided there has been a Listing Event, if a Conversion Notice with respect to any share of Series A Preferred Stock is received after December 31, 2017, the Conversion Price for such share of Series A Preferred Stock will be equal to the VWAP per share of the Common Stock of the Corporation (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. iii. If a Conversion Notice with respect to any share of Series A Preferred Stock is received on or after the second anniversary of the final closing of the Offering, and at the time of receipt of such Conversion Notice, a Listing Event has not occurred, the Conversion Price for such share of Series A Preferred Stock will be equal to 100% of the Corporation's net asset value per share of the Common Stock ("NAV per share"), if then established, and until the Corporation establishes a NAV per share, the Conversion Price will be equal to $25.00, or the initial offering price per share of the Common Stock in the Corporation's initial public offering. A holder may elect to convert the principal amount thereof (all or any portion 104 thereof that is an integral multiple of $27its shares of Series A Preferred Stock by delivering a Conversion Notice stating its desire to convert such number of shares of Series A Preferred Stock into Common Stock. Subject to the Corporation's redemption rights in Section 6(b) and Section 7, the conversion of the shares of Series A Preferred Stock subject to a Conversion Notice (the "Conversion Shares") into shares of Capital the Common Stock will occur at the initial conversation rate end of 0.73 shares the 20th Trading Day after the Corporation's receipt of Capital Stock for each $27 such Conversion Notice (the "Conversion Date"). (b) Notwithstanding the foregoing, upon a holder providing a Conversion Notice, the Corporation will have the right (but not the obligation) to redeem, in aggregate principal amount its sole discretion, any or all of Securities the Conversion Shares at a redemption price, payable in cash, determined as follows (equivalent the "Redemption Price"): i. If a Conversion Notice with respect to a conversion price of $37 per any share of Capital Series A Preferred Stock is received on or prior to the day immediately preceding the first anniversary of the Company). The conversion ratio and equivalent conversion price in effect at issuance of such share of Series A Preferred Stock, the Redemption Price for such share of Series A Preferred Stock will be equal to 90% of the Stated Value of the share of Series A Preferred Stock, plus any time are known as accrued but unpaid dividends thereon to, but not including, the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesredemption date. ii. If a Security Conversion Notice with respect to any share of Series A Preferred Stock is received on or after the first anniversary of the issuance of share of Series A Preferred Stock, the Redemption Price for such share of Series A Preferred Stock will be equal to 100% of the Stated Value of the share of Series A Preferred Stock, plus any accrued but unpaid dividends thereon to, but not including, the redemption date. iii. If a Conversion Notice with respect to any share of Series A Preferred Stock is received after the second anniversary of the final closing of the Offering, and at the time of receipt of such Conversion Notice, a Listing Event has not occurred, the Redemption Price for such share of Series A Preferred Stock will be equal to 100% of the Stated Value of the share of Series A Preferred Stock, plus any accrued but unpaid dividends thereon to, but not including, the redemption date. The Corporation, in its discretion, may elect to redeem any such shares of Series A Preferred Stock by delivering a written notice of redemption to the holder thereof on or prior to 10th Trading Day prior to the close of trading on the Conversion Date. If the Corporation elects to redeem such Conversion Shares, the Corporation shall pay the Redemption Price, without interest, to holder of the redeemed Conversion Shares promptly following the delivery of a notice of redemption pursuant to this Section 6, but, in any event, not later than the Conversion Date, which payment date shall also be the redemption date for this Section 6; provided, however, that if the Corporation exercises its redemption right pursuant to Section 7, such shares shall be redeemed in accordance with the procedures set forth in Section 7. If a notice of redemption is not delivered by the Corporation by the 10th Trading Day prior to the close of trading on the Conversion Date, the Conversion Shares shall thereafter convert into shares of the Common Stock, effective as of the close of trading on the Conversion Date. (c) Holders of Series A Preferred Stock shall not have the right to convert any shares that the Corporation has elected to redeem pursuant to this Section 6 or Section 7. Accordingly, if the Corporation has provided a notice of redemption with respect to some of all of the Series A Preferred Stock, holders of any Series A Preferred Stock that the Corporation has called for redemption shall not be permitted to exercise their conversion right pursuant to Section 6 in respect of any of the shares that have been called for redemption, and such shares of Series A Preferred Stock shall not be so converted and the conversion right will terminate holders of such shares shall be entitled to receive on the applicable redemption date the applicable redemption price. (d) Written notice as to the redemption of any Conversion Shares pursuant to this Section 6 shall be given by first class mail, postage pre-paid, to each such record holder of such shares of Series A Preferred Stock at the respective mailing addresses of each such holder as the same shall appear on the stock transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any such shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which Series A Preferred Stock may then be listed or admitted to trading, such notice shall state: (i) the redemption date (which may not be after the Conversion Date); (ii) the Redemption Price payable on the redemption date, including without limitation a statement as to whether or not accumulated, accrued and unpaid dividends shall be payable as part of the redemption price, or payable on the next Dividend Payment Date to the record holder at the close of business on the Business Day immediately preceding relevant Dividend Record Date as described above; (iii) that the corresponding Redemption Series A Preferred Stock is being redeemed pursuant to Section 6; and (iv) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on such redemption date. If less than all the Conversion Shares are to be redeemed, the notice mailed to such holder also shall specify the number of Conversion Shares to be redeemed. (e) If notice of redemption of any shares of Series A Preferred Stock has been given and if the funds necessary for such redemption have been set apart by the Corporation for the benefit of the holders of any shares of Series A Preferred Stock so called for redemption, then, from and after the redemption date, dividends will cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall be redeemed in accordance with the notice and shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the cash payable upon such redemption without interest thereon. No further action on the part of the holders of such shares shall be required. (f) In the event of any conversion or redemption pursuant to Section 6, if the Conversion Date or redemption date, as applicable, occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, unless the Company defaults dividend payable on such Dividend Payment Date in making respect of such shares converted or called for redemption, as applicable, shall be payable on such Dividend Payment Date to the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after holders of record at the close of business on such Dividend Record Date, and shall not be payable in connection with the Regular Record Date for the payment conversion or redemption of an installment of interest and prior such shares. (g) Notwithstanding anything to the opening contrary contained herein, no holder of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date shares of Series A Preferred Stock will be paid entitled to the registered Holder convert such shares of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted Series A Preferred Stock into shares of Capital StockCommon Stock to the extent that receipt of such shares of Common Stock would cause the holder of such shares of Common Stock (or any other person) to violate the restrictions on transfer and ownership set forth in Article VI of the Charter.

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on March 15, 2030the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2750) into shares of Capital Fleetwood Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 [___] per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyFleetwood Common Stock, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Trust (which will distribute such interest to the holder of such Security the applicable Trust Securities at the close of business on such Regular Record Daterecord date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The Holder (a) Holders of any Security has Series D Convertible Preferred Shares shall have the right, exercisable at any time prior and from time to 5:00 p.m., New York City time, on March 15, 2030except in the case of the Series D Convertible Preferred Shares called for redemption as set forth below, to convert the principal amount thereof (all or any portion 104 thereof that is an integral multiple of $27) such Series D Convertible Preferred Shares into shares of Capital Stock Common Shares at [the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock and ratio determined by the provisions of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ▇▇▇▇▇ Articles Supplementary designating the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively▇▇▇▇▇ Series A Convertible Preferred Shares], and are subject to adjustment under certain circumstancesas described below. If a Security is In the case of Series D Convertible Preferred Shares called for redemption, the conversion right rights will terminate expire at the close of business on the Business Day immediately last business day preceding the corresponding Redemption Date, unless . Notice of redemption at the Company defaults option of the Trust must be mailed not less than 30 days and not more than 60 days prior to the Redemption Date as provided in making the payment due upon redemption. To convert a Security, a Holder must (1Section 13.4(4)(c) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredhereof. Upon conversion, no adjustment or payment will be made for interest or dividendsdistributions, but if any Holder holder surrenders a Security Series D Convertible Preferred Shares for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest a distribution and prior to the opening of business on the next Interest Payment Daterelated distribution payment date, then, notwithstanding such conversion, the interest distribution payable on such Interest Payment Date distribution payment date will be paid to the registered Holder holder of such Security shares on such Regular Record Datedistribution record date. In such event, such Securityshares, when surrendered for conversionconversion during the period between the close of business on any distribution record date and the opening of business on the corresponding distribution payment date, need not must be accompanied by payment of an amount equal to the interest distribution payable on such Interest Payment Date distribution payment date on the portion shares so convertedconverted (unless such shares were converted after the issuance of a notice of redemption with respect to such shares, in which event such shares shall be entitled to the distribution payable thereon on such distribution payment date without making such payment). (b) Any holder of one or more Series D Convertible Preferred Shares electing to convert such share or shares shall deliver the certificate or certificates therefor to the principal office of any transfer agent for the Common Shares, with the form of notice of election to convert as the Trust shall prescribe fully completed and duly executed and (if so required by the Trust or any conversion agent) accompanied by instruments of transfer in form satisfactory to the Trust and to any conversion agent, duly executed by the registered holder or his duly authorized attorney, and transfer taxes, stamps or funds therefor or evidence of payment thereof if required pursuant to Section 13.4(7)(a) or 13.4(7)(d) hereof. The conversion right with respect to any such shares shall be deemed to have been exercised at the date upon which the certificates therefor accompanied by such duly executed notice of election and instruments of transfer and such taxes, stamps, funds or evidence of payment shall have been so delivered, and the person or persons entitled to receive the shares of the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of the Common Shares upon said date. (c) No fractional Common Share or scrip representing a fractional share shall be issued upon conversion of Series D Convertible Preferred Shares. If more than one Series D Convertible Preferred Share shall be surrendered for conversion at one time by the same holder, the number of shares full Common Shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series D Convertible Preferred Shares so surrendered. Instead of any fractional Common Share which would otherwise be issuable upon conversion of any Series D Convertible Preferred Shares, the Trust shall pay a Security is determined by dividing cash adjustment in respect of such fraction in an amount equal to the same fraction of the closing price for the Common Shares on the last trading day preceding the date of conversion. The closing price for such day shall be the last reported sales price regular way or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Shares or in case no reported sale takes place, the average of the closing bid and asked prices, on NASDAQ or any comparable system. If the Common Shares are not quoted on NASDAQ or any comparable system, the Board of Trustees shall in good faith determine the current market price on the basis of such quotation as it considers appropriate. (d) If a holder converts Series D Convertible Preferred Shares, the Trust shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of Common Shares upon the conversion. The holder, however, shall pay to the Trust the amount of any tax which is due (or shall establish to the Security converted satisfaction of the Trust payment thereof) if the shares are to be issued in a name other than the name of such holder and shall pay to the Trust any amount required by the Applicable Conversion Price in effect on last sentence of Section 13.4(7)(a) hereof. (e) The Trust shall reserve and shall at all times have reserved out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the Conversion Dateconversion of the then outstanding Series D Convertible Preferred Shares. No fractional shares will All Common Shares which may be issued upon conversion but of Series D Convertible Preferred Shares shall be validly issued, fully paid and nonassessable, and not subject to preemptive or other similar rights. In order that the Trust may issue Common Shares upon conversion of Series D Convertible Preferred Shares, the Trust will endeavor to comply with all applicable Federal and State securities laws and will endeavor to list such Common Shares to be issued upon conversion on each securities exchange on which the Common Shares are listed. (f) The conversion rate in effect at any time shall be subject to adjustment from time to time as follows: (i) In case the Trust shall (1) pay or make a cash adjustment will distribution in Common Shares to holders of the Common Shares, (2) reclassify the outstanding Common Shares into shares of some other class or series of shares, (3) subdivide the outstanding Common Shares into a greater number of Common Shares or (4) combine the outstanding Common Shares into a smaller number of Common Shares, the conversion rate immediately prior to such action shall be made for any fractional interest. The outstanding principal amount adjusted so that the holder of any Security Series D Convertible Preferred Shares thereafter surrendered for conversion shall be reduced entitled to receive the number of Common Shares which he would have owned immediately following such action had such Series D Convertible Preferred Shares been converted immediately prior thereto. An adjustment made pursuant to this Section 13.4(7)(f)(i) shall become effective immediately after the record date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (ii) In case the Trust shall issue rights or warrants to all holders of the Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share less than the current market price (as determined pursuant to Section 13.4(7)(f)(iv)) of the Common Shares on such record date, the number of Common Shares into which each Series D Convertible Preferred Share shall be convertible shall be adjusted so that the same shall be equal to the number determined by multiplying the number of Common Shares into which such Series D Convertible Preferred Share was convertible immediately prior to such record date by a fraction of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered (or into which the convertible securities so offered are convertible), and of which the denominator shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares which the aggregate offering price of the additional Common Shares offered (or into which the convertible securities so offered are convertible) would purchase at such current market price. Such adjustments shall become effective immediately after such record date for the determination of the holders of the Common Shares entitled to receive such distribution. For purposes of this subsection (ii), the number of Common Shares at any time outstanding shall not include Common Shares held in the treasury of the Trust. (iii) In case the Trust shall distribute to all holders of the Common Shares any class of shares of beneficial interest other than the Common Shares, evidences of indebtedness or assets of the Trust (other than cash distributions out of current or retained earnings), or shall distribute to all holders of the Common Shares rights or warrants to subscribe for securities (other than those referred to in Section 13.4(7)(f)(ii)), then in each such case the number of Common Shares into which each Series D Convertible Preferred Share shall be convertible shall be adjusted so that the same shall equal the number determined by multiplying the number of Common Shares into which such Series D Convertible Preferred Share was convertible immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price (determined as provided in Section 13.4(7)(f)(iv)) of the Common Shares on the record date mentioned below, and of which the denominator shall be such current market price of the Common Shares, less the then fair market value (as determined by the Board of Trustees, whose determination shall be conclusive evidence of such fair market value) of the portion of the securities or assets so distributed or of such subscription rights or warrants applicable to one Common Share. Such adjustment shall become effective immediately after the record date for the determination of the holders of the Common Shares entitled to receive such distribution. Notwithstanding the foregoing, in the event that the Trust shall distribute rights or warrants (other than those referred to in Section 13.4(7)(f)(ii)) ("Rights") pro rata to holders of the Common Shares, the Trust may, in lieu of making any adjustment pursuant to this Section 13.4(7)(f)(iii), make proper provision so that each holder of a Series D Convertible Preferred Share who converts such share after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the Common Shares issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (1) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the "Distribution Date"), the same number of Rights to which a holder of a number of Common Shares equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Rights; and (2) if such conversion occurs after the Distribution Date, the same number of Rights to which a holder of the number of Common Shares into which a Series D Convertible Preferred Share so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iv) The current market price per share of the Common Shares on any date shall be deemed to be the average of the daily closing prices for thirty consecutive trading days commencing forty-five trading days before the date in question. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Shares are not listed or admitted to trading on such Exchange, on the principal amount thereof national securities exchange on which the Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Shares or, in case no reported sale takes place, the average of the closing bid and asked prices, on NASDAQ or any comparable system, or if the Common Shares are not quoted on NASDAQ or any comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Trust for that purpose. (v) In any case in which this Section 13.4(7) shall require that an adjustment be made immediately following a record date, the Trust may elect to defer (but only until five business days following the mailing of the notice described in Section 13.4(7)(j)) issuing to the holder of any Series D Convertible Preferred Shares converted into after such record date the Common Shares and other shares of Capital Stockbeneficial interest of the Trust issuable upon such conversion over and above the Common Shares and other shares of beneficial interest of the Trust issuable upon such conversion only on the basis of the conversion rate prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Trust shall issue or cause its transfer agents to issue appropriate evidence of the right to receive such shares. (g) No adjustment in the conversion rate shall be required until cumulative adjustments result in a change of 1% or more of the conversion price as in effect prior to the last adjustment of the conversion rate; provided, however, that any adjustment which by reason of this Section 13.4(7)(g) is not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 13.4(7) shall be made to the nearest cent ($.01) or to the nearest one-hundredth (1/100) of a share, as the case may be. No adjustment to the conversion rate shall be made for cash dividends. (h) In the event that, as a result of an adjustment made pursuant to Section 13.4(7)(f), the holder of any Series D Convertible Preferred Shares thereafter surrendered for conversion shall become entitled to receive any shares of beneficial interest of the Trust other than Common Shares, thereafter the number of such other shares so receivable upon conversion of any Series D Convertible Preferred Shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in this Section 13.4(7). (i) The Trust may make such increases in the conversion rate, in addition to those required by Sections 13.4(7)(f)(i), (ii) and (iii), as is considered to be advisable in order that any event treated for Federal income tax purposes as a distribution of shares or share rights shall not be taxable to the recipients thereof. (j) Whenever the conversion rate is adjusted, the Trust shall promptly mail to all holders of record of Series D Convertible Preferred Shares a notice of the adjustment and shall cause to be prepared a certificate signed by a principal financial officer of the Trust setting forth the adjusted conversion rate and a brief statement of the facts requiring such adjustment and the computation thereof; such certificate shall forthwith be filed with each transfer agent for the Series D Convertible Preferred Shares. (k) In the event that: (1) the Trust takes any action which would require an adjustment in the conversion rate, (2) the Trust consolidates or merges with, or transfers all or substantially all of its assets to, another corporation and shareholders of the Trust must approve the transaction, or (3) there is a

Conversion. The Holder of any Security has the rightBorrower, exercisable at when not in Default, and any time prior after having made regular payments for one month or more, may convert this adjustable rate mortgage to 5:00 p.m.any closed, New York City time, on March 15, 2030, fixed rate mortgage that is available for a similar mortgage offered by the Lender at the time the request to convert is received. This conversion option is subject to the principal amount thereof (following restrictions: The term of the fixed rate mortgage chosen must be equal to or any portion 104 thereof that is an integral multiple greater than the remaining term of $27) into shares of Capital Stock this adjustable rate mortgage at the initial conversation time this conversion option is exercised. The fixed rate will be the rate the Lender then quotes for the term so chosen by the Borrower under this option. The Lender may require all Borrowers and guarantors to sign a mortgage conversion or amending agreement, which will contain all the terms and conditions of 0.73 shares the mortgage option selected. Or, at the Lender's sole option, a written request to convert, signed by all Borrowers and Guarantors will be accepted, and be binding on all signing parties, in lieu thereof. The remaining amortization period at the date of Capital Stock conversion will remain unchanged from this adjustable rate mortgage and will be used to calculate the loan payment amount on the fixed rate mortgage. The new interest rate will begin on the first or second scheduled payment date following conversion, whichever the Lender decides, in its sole discretion. The Lender will not charge an administration fee for each $27 converting this Mortgage. However, the Borrower must pay to the Lender any applicable administration and processing fees and any interest that results from a change in aggregate principal amount the frequency of Securities (equivalent the regular loan payments. The Borrower must also pay all legal expenses related to the conversion documents and their registration, if applicable. If the required fees and expenses are not paid, the Lender may declare the Borrower in default on the Mortgage, or add such fees and expenses to the Mortgage money or both. Once this conversion option has been exercised and this Mortgage has been converted, all the features and benefits of this Mortgage will be rescinded and the features and benefits of the new Mortgage will take effect whether or not a conversion price or amending agreement is signed by, or delivered to, the Borrower. The exercising of $37 per share of Capital Stock this conversion option will not affect any of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment Borrower's obligations under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockthis Mortgage.

Conversion. The Holder holder of any Security Note has the right, exercisable at any time after the Issuance Date and prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the Business Day immediately preceding the date of the Note's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27100) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 5.00 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Note is called for redemption, the conversion right will terminate at the close of business (New York City time) on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below, (2) surrender the Security Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder Noteholder surrenders a Security Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid to the registered Holder holder of such Security Note on such Regular Record Daterecord date. In such event, unless such SecuritySecurity has been called for redemption on or prior to such interest payment date, such Note, when surrendered for conversion, need not must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Note in respect of any Security shall which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof converted into shares of Capital Stockcontained in the Indenture.

Conversion. The Holder (a) At the option and election of any Security has the rightholder thereof, exercisable each share of Series A Preferred Stock, including all unpaid dividends accumulated thereon to the Conversion Date (as defined below), whether or not such dividends have been declared, may be converted in the manner provided herein at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into fully paid and nonassessable shares of Capital Stock at Common Stock. As of the initial conversation rate Conversion Date with respect to a share of 0.73 Series A Preferred Stock, subject to subsections (d) and (e) of this Section A, such share shall be converted into that number of shares of Capital Common Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable quotient of (i) the sum of (A) the Stated Value plus (B) all unpaid dividends accumulated on such Interest Payment share of Series A Preferred Stock to the Conversion Date on whether or not such dividends have been declared, divided by (ii) the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. (b) Conversion of shares of the Series A Preferred Stock may be effected by any holder thereof upon the surrender to the Corporation at the principal office of the Corporation or at the office of any agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such shares of Series A Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. No fractional In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being converted (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled to, (ii) any cash that is required to be paid pursuant to subsections (d) and (e) of this Section A, (iii) certificates representing any shares of Series B Preferred Stock that are required to be delivered pursuant to subsection (e) of this Section A, and (iv) if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series A Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series A Preferred Stock being converted. Such conversion shall be deemed to have occurred at the close of business on the date (the "Conversion Date") of the giving of such notice by the holder of the Series A Preferred Stock to be converted and of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted so that as of such time the rights of the holder thereof as to the shares being converted shall cease except for the right to receive shares of Common Stock, shares of Series B Preferred Stock and/or cash in accordance herewith, and the person entitled to receive the shares of Common Stock and/or shares of Series B Preferred Stock issued upon as a result of such conversion shall be treated for all purposes as having become the holder of such shares of Common Stock and/or shares of Series B Preferred Stock at such time. (c) In the event that the Series A Preferred Stock is to be redeemed pursuant to Article V hereof, from and after the Redemption Date, the right of a holder to convert shares of Series A Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the Redemption Date in which case all such rights shall continue unless and until such shares are redeemed and such price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series A Preferred Stock on or prior to any Redemption Date, such shares of Series A Preferred Stock shall be converted by the Corporation into Common Stock in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment will in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Closing Price per share of Common Stock on the Conversion Date (or on the Trading Day immediately preceding the Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Series A Preferred Stock shall be made surrendered for conversion by the same holder on the same Conversion Date, the number of full shares of Common Stock issuable on conversion thereof shall be computed on the basis of the total number of shares of Series A Preferred Stock so surrendered. (e) Notwithstanding anything in the foregoing to the contrary, in the event that a Conversion Date with respect to a share of Series A Preferred Stock occurs prior to the date on which the Shareholder Approval is obtained, as of such Conversion Date, subject to subsection (d) of this Section A, such share shall be converted into that number of shares of Common Stock equal to the quotient of (i) the Stated Amount thereof, divided by (ii) the Conversion Price in effect on the Conversion Date, and upon delivery of such shares in accordance with the terms hereof, the Corporation shall pay in cash all accrued and unpaid dividends on such share as directed by the holder thereof; provided, however, that if, as of such Conversion Date, the Corporation is prohibited by the terms of the Credit Agreement (as in effect on the date of the Investment Agreement or any Credit Agreement containing restrictions regarding such payments that are no more restrictive that those in effect on the date of the Investment Agreement) or the Indenture (as in effect on the date of the Investment Agreement or any Indenture containing restrictions regarding such payments that are no more restrictive that those in effect on the date of the Investment Agreement) from paying such accrued and unpaid dividends in cash as required pursuant to this sentence, in satisfaction of such accrued and unpaid dividends and in lieu of such cash payment, the Corporation may deliver shares of Series B Preferred Stock having an aggregate stated value equal to the aggregate amount of such accrued and unpaid dividends. Until the Shareholder Approval is obtained, the Corporation shall not (A) utilize amounts available under Section 6.06(a)(ii) of the Credit Agreement (or any comparable provision of the Credit Agreement) for any fractional interestpurpose except to pay dividends in respect of the Series A Preferred Stock in cash as required pursuant to this subsection (e) or to make payments with respect to the Series B Preferred Stock, or (B) amend the Credit Agreement in any manner so as to reduce the amounts available to pay dividends in respect of the Series A Preferred Stock in cash under Section 6.06(a)(ii) of the Credit Agreement (or any comparable provision of the Credit Agreement). The outstanding principal amount Notwithstanding the foregoing, this paragraph shall not prohibit (i) the acquisition, repurchase, exchange, conversion, redemption or other retirement for value of shares of Series A Preferred Stock or any Parity Dividend Security by the Corporation in accordance with the terms of such securities, (ii) purchases of Equity Securities of the Corporation or any of its Subsidiaries from executives and other management-level employees of the Corporation or any of its Subsidiaries in connection with customary employment and severance arrangements, or (iii) the acquisition, repurchase, exchange, conversion, redemption or other retirement for value by the Corporation of any Security shall be reduced Junior Dividend Securities by the portion Corporation in accordance with obligations in existence at the time of original issuance of the principal amount thereof converted into Series A Preferred Stock. (f) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series A Preferred Stock in accordance with the terms hereof, such number of its authorized but unissued shares of Capital Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series A Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock if necessary to permit the conversion of all outstanding shares of Series A Preferred Stock.

Conversion. The Holder of any Security has Beginning on the rightTrigger Date, exercisable at any time prior to 5:00 p.m., New York City timeand each year thereafter, on March 15the anniversary of the Trigger Date (each a "Conversion Date"), 2030, to one seventh of the total number of shares of Series K issued and outstanding as of the Trigger Date shall automatically convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Common Stock with no further action by the record holders ("Holders") thereof (an "Annual Conversion") until all of the issued and outstanding shares of Series K are converted. In the event that an Anti-Dilutive Conversion (as defined below) has occurred, the number of shares of Series K to be converted in each and every Annual Conversion following such Anti-Dilutive Conversion shall be adjusted to equal the total number of Series K shares issued and outstanding as of such Conversion Date divided by the difference between seven (7) minus the total number of Annual Conversions which have occurred prior to such Anti-Dilution Conversion. Upon each conversion, the Common Stock shall be distributed to the Holders in proportion to their Series K shareholdings. At least thirty (30) days prior to any Annual Conversion, the Company shall provide notice of the conversion to the Holders who shall then, as soon as practicable, surrender the original certificates representing the shares Series K being converted to the Company at its principal office, duly endorsed to the Company or in blank. The Company will, as soon as practicable thereafter, issue and deliver at the initial conversation rate office or place to such Holder, or to his or her nominee or nominees, certificates for the number of 0.73 full shares of Capital Common Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known which he or she shall be entitled as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesaforesaid. If the number of shares of Series K represented by the certificate submitted for conversion is greater than the number of shares of Series K being converted, then the Company shall, as soon as practicable, issue and deliver to the Holder a Security is called for redemption, new certificate representing the conversion right will terminate at number of shares of Series K not converted. Shares of Series K shall be deemed to have been converted as of the close of business on the Business Day immediately preceding the corresponding Redemption applicable Conversion Date, unless and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the close of business on such date. In the event, at any time after the Trigger Date, the Holders beneficially own, in the aggregate, less than 51% of the Company's issued and outstanding Common Stock, all of the Holders may jointly request, by written notice to the Company defaults in making (the payment due upon redemption. To convert a Security"Anti-Dilutive Conversion Request"), a Holder must (1) complete that such number of any remaining issued and sign a conversion notice substantially outstanding shares of Series K be converted to the extent as is necessary such that the Holders shall beneficially own, in the form attached heretoaggregate, 51% of the Company's issued and outstanding Common Stock (2) surrender an "Anti-Dilutive Conversion"). The Anti-Dilutive Conversion Request shall state the Security total number of Common Stock beneficially owned by each Holder, together with the original certificates representing the shares of Series K being converted. Upon each conversion, the Common Stock shall be distributed to a the Holders in proportion to their Series K shareholdings. Upon receipt of an Anti-Dilutive Conversion AgentRequest, (3) furnish appropriate endorsements the Company shall, as soon as practicable, issue and deliver at the office or transfer documents if required place to each Holder, or to his or her nominee or nominees, certificates for the number of full shares of Common Stock to which he or she shall be entitled as aforesaid. If the number of shares of Series K represented by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security certificate submitted for conversion after is greater than the number of shares of Series K being converted, then the Company shall, as soon as practicable, issue and deliver to the Holder a new certificate representing the number of shares of Series K not converted. Shares of Series K shall be deemed to have been converted as of the close of business on the Regular Record Date date the Company receives the Anti-Dilutive Conversion Request, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the payment record holder or holders of an installment such Common Stock as of interest and prior to the opening close of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Datedate. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number Each certificate of shares issuable upon conversion of a Security is determined by dividing Series K shall bear the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Datefollowing legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE INCLUDING SECTION 2 THEREOF. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockTHE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEROF PURSUANT TO SECTION 2 OF THE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS.

Conversion. The Holder Subject to and upon compliance with the provisions of any Security the Indenture, the registered holder of this Note has the right, exercisable right at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on the Business Day immediately preceding last trading day prior to the corresponding Redemption DateMaturity Date (or in case this Note or any portion hereof is subject to a duly completed election for repurchase, on or before the close of business on the Designated Event Offer Termination Date (unless the Company defaults in making the payment due upon redemption. To repurchase)) to convert a Securityeach $1,000 principal amount of notes into 66.5589 shares of common stock of the Company ("Common Stock"), a Holder must (1) complete and sign a conversion notice substantially as adjusted from time to time as provided in the form attached heretoIndenture, including with respect to the Make Whole Premium (2) the "Conversion Rate"), upon surrender of this Note to the Security to a Conversion Agent, Company at the office or agency maintained for such purpose (3) furnish appropriate endorsements and at such other offices or transfer documents if required agencies designated for such purpose by the Security Registrar Company), accompanied by written notice of conversion duly executed (and if the shares of Common Stock to be issued on conversion are to be issued in any name other than that of the registered holder of this Note by instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or Conversion Agent and (4its duly authorized attorney) pay any transfer or similar taxand, if required. Upon conversion, no adjustment or payment will in case such surrender shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after during the period from the close of business on the Regular Record Date for immediately preceding any Interest Payment Date through the payment of an installment of interest and prior to the opening close of business on the next last trading day immediately preceding such Interest Payment Date, thenalso accompanied by payment, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid in funds acceptable to the registered Holder of such Security on such Regular Record Date. In such eventCompany, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest interest, otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of this Note then being converted, provided, however, that no such payment need be made if the Security converted by Notes are surrendered for conversion on or after the Applicable Conversion Price final Regular Record Date. Subject to the aforesaid requirement for a payment in effect the event of conversion after the close of business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for interest accrued hereon or for dividends on Common Stock delivered on conversion. The right to convert this Note is subject to the provisions of the Indenture relating to conversion rights in the case of certain consolidations, mergers, or sales or transfers of substantially all the Company's assets. The Company shall not issue fractional shares or scrip representing fractions of shares of Common Stock upon any such conversion, but shall make an adjustment therefore in cash based upon the current market price of the Common Stock on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount last trading day prior to the date of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockconversion.

Conversion. The Holder holder of any Security Note has the right, exercisable at any time after 60 days following the date of original issuance thereof and prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of the Note's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $271,000) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 [ ] per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below, (2) surrender the Security Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder Noteholder surrenders a Security Note for conversion on or after an interest payment record date and on or before the close of business on the Regular Record Date for the related interest payment of an installment of interest and prior to the opening of business on the next Interest Payment Datedate, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid to the registered Holder holder of such Security Note on such Regular Record Daterecord date. In such event, such SecurityNote, when surrendered for conversion, need not must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Note in respect of any Security shall which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below, exercising the option of such holder to require the Company to purchase such Note, may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof converted into shares of Capital Stockcontained in the Indenture.

Conversion. The Holder Each share of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof Class B Common Stock issued and outstanding shall be converted into one and one-half (or any portion 104 thereof that is an integral multiple of $271.5) into fully paid and nonassessable shares of Capital Class A Common Stock at as of 5:00 p.m. Pacific Time on the initial conversation rate date of 0.73 the Conversion Event (the "Effective Date"). On the Effective Date the holders of Class B Common Stock shall be deemed to have become a holder of record of the Class A Common Stock into which his Class B Common Stock was convertible. On the Effective Date, (i) the shares of Capital Class B Common Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Class A Common Stock without any further action by the holder of such shares and whether or not the certificates representing such shares of Class B Common Stock are surrendered to the Corporation or its transfer agent, (ii) the shares of Class B Common Stock represented thereby shall no longer be deemed outstanding and (iii) the right to receive distributions thereon shall cease to accrue and all rights with respect to the shares of Class B Common Stock so converted shall forthwith cease except only the right of the holder thereof to receive shares of Class A Common Stock upon conversion and to receive distributions, if any, previously declared and to which the holder is entitled as a holder of record on a date prior to the Effective Date. Upon the conversion of shares of Class B Common Stock, the holder of such shares of Class B Common Stock shall surrender the certificates representing such shares of Class B Common Stock at the principal office of the Corporation or of any transfer agent for the Class A Common Stock. Thereupon, there shall be issued and delivered, to or in accordance with the instructions of such holder, a new certificate or certificates for the number of shares of Class A Common Stock into which the shares of Class B Common Stock surrendered were converted; provided, however, that until such exchange, the certificates representing the shares of Class B Common Stock so converted shall be deemed on and after the Conversion Date to represent the shares of Class A Common Stock into which such shares of Class B Common Stock were converted. The Corporation will not, by amendment to its Articles of Incorporation or through any merger, consolidation or reorganization, recapitalization, dissolution, issue or sale of assets or securities or any other voluntary action, impair or seek to impair the conversion rights of the holders of the Class B Common Stock, but will at all times in good faith assist in the carrying out of all the provisions of this Article FOURTH and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Class B Common Stock against impairment. The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Class A Common Stock and solely for the purpose of effecting the conversion of the Class B Common Stock, such number of its shares of Class A Common Stock as shall be issuable upon the conversion of all outstanding shares of Class B Common Stock. Shares of Class B Common Stock that have been converted into shares of Class A Common Stock pursuant to the provisions hereof shall, after such conversion, be cancelled and shall not be reissued.

Conversion. The Holder Holders of any Security has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time prior after 90 days of the Closing Date, at their option, to 5:00 p.m., New York City timecause the Conversion Agent to convert Trust Securities, on March 15behalf of the converting Holders, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at the an initial conversation rate of 0.73 0.8140 shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Trust Security (which is equivalent to a conversion price of approximately $37 61.425 per share $50 principal amount of Capital Debentures), subject to certain adjustments set forth in the Subordinated Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the CompanyDebentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The conversion ratio and equivalent conversion price Conversion Agent shall notify the Property Trustee in effect at any time are known as writing of the "Applicable Conversion Price" Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the "Applicable Property Trustee shall, upon receipt of such written notice, deliver to the Conversion Ratio," respectively, and are subject Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to adjustment under certain circumstancesconvert such Debentures into shares of Common Stock. If a Security is called for redemption, the conversion right will terminate Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Business Day immediately preceding Distribution paid on such Trust Securities on the corresponding Redemption Distribution Date notwithstanding the conversion of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, unless neither the Company defaults Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or not in making arrears accrued on the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon Trust Securities surrendered for conversion, no adjustment or payment will be made for interest or dividends, but if on account of any Holder surrenders a Security accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion after prior to the expiration of conversion rights as provided in Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the Regular Record Date day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the payment number of an installment full shares of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the Conversion Expiration Date. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints The First National Bank of Chicago not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Subordinated Debt Trustee. (v) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest payable on such Interest Payment Date will be paid in cash by the Depositor to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of Conversion Agent in an amount equal to the interest payable on Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (vi) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Declaration or otherwise required of Capital Stockthe Property Trustee or the Trust to pay any amounts on account of such withholdings.

Conversion. The Holder (a) Subject to and upon compliance with the provisions of any Security has this Section 7, unless previously redeemed by the Corporation, the holders of shares of Series B Preferred Stock shall have the right, exercisable at such holders' option, at any time prior and from time to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such shares into fully paid and non-assessable shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the CompanyCorporation. The number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock shall be equal to $100.00 divided by the Conversion Price (as hereinafter defined) in effect at the time of conversion, determined as hereinafter provided. The price at which shares of Common Stock shall be delivered upon conversion (the "Conversion Price") shall initially be $7.00 (subject to the adjustments set out in this Section 7). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject right to adjustment under certain circumstances. If a Security is convert shares called for redemption, the conversion right will redemption pursuant to this Section 7 shall terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, date fixed for such redemption unless the Company defaults Corporation shall default in making payment of the payment due amount payable upon such redemption. To convert a Security, a Holder must . (1b) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after The holders of shares of Series B Preferred Stock at the close of business on a dividend payment record date shall be entitled to receive the Regular Record dividend payable on such shares on the corresponding Dividend Payment Date for notwithstanding the conversion thereof or the Corporation's default in payment of an installment the dividend due on such Dividend Payment Date. However, shares of interest Series B Preferred Stock surrendered for conversion during the period between the close of business on any dividend payment record date and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest corresponding Dividend Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest dividend payable on such Interest shares on such Dividend Payment Date. A holder of shares of Series B Preferred Stock on a dividend payment record date who (or whose transferee) surrenders any of such shares for conversion into shares of Common Stock on a Dividend Payment Date will receive the dividend payable by the Corporation on such shares of Series B Preferred Stock on such date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of Series B Preferred Stock for conversion. Except as provided above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the portion so convertedshares of Common Stock issued upon such conversion. (i) In order to exercise the conversion privilege, the holders of each share of Series B Preferred Stock to be converted shall surrender the certificate representing such share at the office of the transfer agent for the Series B Preferred Stock, appointed for such purpose by the Corporation, with the Notice of Election to Convert on the back of said certificate 40 completed and signed. The Unless the shares of Common Stock issuable on conversion are to be issued in the same name in which such share of Series B Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax. (ii) As promptly as practicable after the surrender of the certificates for shares of Series B Preferred Stock as aforesaid, the Corporation shall issue and shall deliver at such office to such holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section 7, and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in paragraph (d) of this Section 7. (iii) Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for shares of Series B Preferred Stock shall have been surrendered and such notice received by the Corporation as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date, unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, and such notice received by the Corporation. All shares of Common Stock delivered upon conversion of the Series B Preferred Stock will upon delivery be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights. (d) The Conversion Price in effect at any time and the number and kind of securities issuable upon the conversion of each share of Series B Preferred Stock shall be subject to adjustment from time to time upon the happening of certain events, as follows: (i) In the event that the Corporation shall make a Security is determined by dividing PIK Dividend pursuant to Section 3 hereof after the principal amount third anniversary of the Security Date of Issuance, then the Conversion Price shall be reduced by five percent (5%); provided that a reduction in the Conversion Price pursuant to this subparagraph (i) shall be made only once. (ii) In case the Corporation shall hereafter (A) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock, (C) combine its outstanding Common Stock into a smaller number of shares, or (D) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation), the Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the holder of any share of Series B Preferred Stock converted by after such date shall be entitled to receive the Applicable aggregate number and kind of shares of Common Stock which, if such share of Series B Preferred Stock had been 41 converted immediately prior to such record date or effective date, he would have owned upon such conversion and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (iii) In case the Corporation shall hereafter issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Conversion Price in effect on the record date with respect to such issuance, the Conversion DatePrice shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at the Conversion Price in effect immediately prior to the date of such issuance, and of which the denominator shall be the number of shares of Common Stock outstanding on the record date for determination of the Stockholders entitled to receive such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are then convertible). No fractional shares will be issued upon conversion but a cash Such adjustment will shall be made for any fractional interest. The outstanding principal amount successively whenever such rights or warrants are issued and shall become effective immediately prior to the date of any Security such issuance; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Conversion Price shall be reduced readjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. (iv) In case the Corporation shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in subparagraph (ii) above) or rights or warrants (excluding those referred to in subparagraph (iii) above), then in each such case the Conversion Price in effect thereafter shall be determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction, of which the numerator shall be the total number of outstanding shares of Common Stock multiplied by the portion Conversion Price in effect immediately prior to the date of such distribution, less the then fair market value (as determined in good faith by the Corporation's Board of Directors, irrespective of the principal amount thereof converted into accounting treatment thereof, whose determination shall be described in a certified Board Resolution) of said shares of Capital Stockstock, assets or evidences of indebtedness so distributed or of such rights or warrants, and of which the denominator shall be the total number of outstanding shares of Common Stock multiplied by the Conversion Price in effect immediately prior to the date of such distribution. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately prior to the date of such distribution.

Conversion. The Holder Subject to and upon compliance with the provisions of any Security the Indenture, the registered holder of this Convertible Subordinated Note has the right, exercisable right at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on the Business last Trading Day immediately preceding prior to the corresponding Redemption DateMaturity Date (or in case this Convertible Subordinated Note or any portion hereof is subject to a duly completed election for repurchase, on or before the close of business on the Designated Event Offer Termination Date (unless the Company defaults in making the payment due upon redemption. To repurchase or such holder elects to withdraw the submission of such election to repurchase ) to convert a Securitythe principal amount hereof, a Holder must or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of common stock of the Company (1“Common Stock”) complete and sign a obtained by dividing the principal amount of the Convertible Subordinated Note or portion thereof to be converted by the conversion notice substantially price of $11.31 per share, as adjusted from time to time as provided in the form attached heretoIndenture (the “Conversion Price”), upon surrender of this Convertible Subordinated Note to the Company at the office or agency maintained for such purpose (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and at such other offices or transfer documents if required agencies designated for such purpose by the Security Registrar Company), accompanied by written notice of conversion duly executed (and if the shares of Common Stock to be issued on conversion are to be issued in any name other than that of the registered holder of this Convertible Subordinated Note by instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or Conversion Agent and (4its duly authorized attorney) pay any transfer or similar taxand, if required. Upon conversion, no adjustment or payment will in case such surrender shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after during the period from the close of business on the Regular Record Date for immediately preceding any Interest Payment Date through the payment of an installment of interest and prior to the opening close of business on the next last Trading Day immediately preceding such Interest Payment Date, thenalso accompanied by payment, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid in funds acceptable to the registered Holder of such Security on such Regular Record Date. In such eventCompany, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for this Convertible Subordinated Note then being converted, provided, however, that any fractional interest. The outstanding principal amount of any Security shall such payment may be reduced by the portion amount of any existing payment default with respect to this Convertible Subordinated Note. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for interest or Liquidated Damages accrued hereon or for dividends on Common Stock delivered on conversion. The right to convert this Convertible Subordinated Note is subject to the provisions of the principal amount thereof converted into Indenture relating to conversion rights in the case of certain consolidations, mergers, share exchanges or sales or transfers of substantially all the Company’s assets. The Company shall not issue fractional shares or scrip representing fractions of shares of Capital StockCommon Stock upon any such conversion, but shall make an adjustment therefor in cash based upon the current market price of the Common Stock on the last Trading Day prior to the date of conversion.

Conversion. The Holder of any Security has Securityholders shall have the right, exercisable right at any time on or after [________, 2002] and prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Datedate of repayment of such Trust Securities, unless whether at maturity or upon redemption (either at the option of the Depositor or pursuant to a Tax Event, an Investment Company defaults in making Event or a Capital Treatment Event), at their option, to cause the payment due upon redemption. To Conversion Agent to convert a SecurityTrust Securities, a Holder must (1) complete and sign a conversion notice substantially on behalf of the converting Holders, into shares of the Common Stock in the form attached hereto, manner described herein on and subject to the following terms and conditions: (2a) surrender The Trust Securities shall be convertible at the Security office of the Conversion Agent into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required portion of the Debentures theretofore held by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business Trust on the Regular Record Date for basis of one Security per $8.50 principal amount of Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock of the payment Depositor at an initial conversion rate of an installment one share of interest and prior Common Stock per $8.50 principal amount of Debentures, subject to certain adjustments set forth in the opening terms of business on the next Interest Payment Date, then, notwithstanding such conversionDebentures (as so adjusted, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedConversion Ratio). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of Debentures shall be determined by dividing such principal amount by [ __ ] and multiplying the Security converted quotient so obtained by the Applicable Conversion Price Ratio. (b) In order to convert Trust Securities into Common Stock, the Holder must submit to the Conversion Agent an irrevocable request to convert Trust Securities on behalf of such Holder (the Conversion Request), together, if the Trust Securities are in certificated form, with such Trust Security Certificates. The Conversion Request shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued, and (ii) direct the Conversion Agent (A) to exchange such Trust Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in Section 403(a) hereof), and (B) to immediately convert such Debentures on behalf of such Holder into Common Stock (at the Conversion Ratio specified in Section 403(a) hereof. The Conversion Agent shall notify the Trust of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Trust and the Property Trustee on behalf of the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section 403. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Common Stock. (c) Accrued Distributions shall not be paid on Preferred Securities that are converted, nor shall any payment, allowance or adjustment be made for accumulated and unpaid Distributions, whether or not in arrears, on converted Preferred Securities, except that if any Preferred Security is converted (i) on or after a record date for payment of Distributions thereon and prior to the related Distribution Date, the amount of the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be paid by the converting Holder to the Trust and the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be distributed to the Holder on such record date, despite such conversion, and (ii) during an Extended Interest Payment Period and after the Property Trustee mails a notice of redemption with respect to the Preferred Securities that are to be converted, accrued and unpaid Distributions through the Redemption Date of the Debentures shall be distributed to the Holder who converts such Preferred Securities, which Distribution shall be made on the Redemption Date fixed for redemption. Except as provided above, neither the Trust nor the Depositor shall make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on the Trust Securities (including any Additional Amount) surrendered for conversion, or on account of any accumulated and unpaid dividends, if any, on the shares of Common Stock issued upon such conversion. The Depositor shall make no payment or allowance for distributions on the shares of Common Stock issued upon such conversion, except to the extent that such shares of Common Stock are held of record on the record date for any such distributions and except as provided in Section 4.9 of the Indenture. Trust Securities shall be deemed to have been converted immediately prior to the close of business on the day on which a Conversion Request relating to such Trust Securities is received by the Trust in accordance with the foregoing provisions of this Section 403 (the Conversion Date). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same as provided in Section 403(e) hereof, unless otherwise directed by the Holder in the Conversion Request, and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (d) Each Holder of a Trust Security by his acceptance thereof appoints the Bank (the Conversion Agent) for the purpose of effecting the conversion of Trust Securities in accordance with this Section 403. In effecting the conversion and transactions described in this Section 403, the Conversion Agent shall be acting as agent of the Securityholders directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities with this Section 403, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 403 and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount. (e) No fractional shares of Common Stock shall be issued as a result of conversion, but in lieu thereof, such fractional interest shall be paid in cash (based on the last reported sale price of the common Stock on the Conversion Date) by the Depositor to the Trust, which in turn shall make such payment to the Holder or Holders of Trust Securities so converted. (f) The Depositor shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Debentures, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all of the Debentures then outstanding. No fractional Notwithstanding the foregoing, the Depositor shall be entitled to deliver, upon conversion of Debentures, shares will be of Common Stock reacquired and held in the treasury of the Depositor (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Common Stock issued upon conversion but of the Debentures shall be duly authorized, validly issued, fully paid and nonassessable. The Trust shall deliver the shares of Common Stock of the Depositor received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. Each of the Depositor and the Trust shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Depositor to lawfully issue Common Stock to the Trust upon conversion of the Debentures and the Trust to lawfully deliver the Common Stock to each Holder upon conversion of the Trust Securities. (g) The Depositor shall pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Debentures and the delivery of the shares of Common Stock by the Trust upon conversion of the Trust Securities. The Depositor shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a cash adjustment will name other than that in which the Trust Securities so converted were registered, and no such issue or deliver shall be made for any fractional interest. The outstanding principal unless and until the person requesting such issue has paid to the Trust the amount of any Security shall be reduced by such tax or has established to the portion satisfaction of the principal Trust that has been paid. (h) Nothing in the preceding Section 403 shall limit the requirements of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise require the Property Trustee or the Trust to pay any amount thereof converted into shares on account of Capital Stocksuch withholdings.

Conversion. (a) The Holder Company intends to issue shares of any Security has its Series F Preferred Stock (the right, exercisable at any time "SERIES F PREFERRED STOCK" prior to 5:00 p.m., New York City time, on March 15, 2030, the maturity of the Notes (the "EQUITY CLOSING"). The Company will notify you in writing at least 30 days prior to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple issuance and sale of $27) into shares such Series F Preferred Stock of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Series F Preferred Stock (the "PURCHASE PRICE") and the proposed closing date therefor. (b) You may elect to convert all or part of the Companyunpaid principal balance and accrued interest under the Notes held by you into that number of whole, fully paid and nonassessable shares of Series F Preferred Stock that equals the sum of such unpaid principal balance or accrued interest to be converted divided by the Purchase Price. You may make such election by notifying the Company in writing of the amount of unpaid principal balance or accrued interest that you would like to convert and the number of shares of Series F Preferred Stock to be issued to you within 15 days after your receipt of notice of the proposed issuance of the Series F Preferred Stock pursuant to section 9.2(a). In connection with such election or decision to make such election, upon your request, the Company shall deliver drafts of all agreements and documents to be delivered by or to the holders of the Series F Preferred Stock in connection with the Equity Closing as they become available (the "EQUITY DOCUMENTS"). (c) Before you shall be entitled to convert any Notes into Series F Preferred Stock, you must surrender such Notes, duly endorsed for cancellation, to the Company and agree to become a party to and bound by the Equity Documents. The Company, shall, as soon as practical thereafter, issue and deliver to you, or your nominee or nominees (acting on your behalf), a certificate for the number of full shares of Series F Preferred Stock to which you shall be entitled and, in the case of a partial conversion, a new Note representing the remaining unpaid principal balance thereunder. (d) The conversion ratio shall be deemed to have been made as of the Equity Closing Date, and equivalent the Person or Persons entitled to receive the Series F Preferred Stock issuable on such conversion price in effect at any time are known shall be treated for all purposes as the "Applicable Conversion recordholder or holders of such Series F Preferred Stock on such date and shall become a party to and be bound by all Equity Documents. (e) No fractional share shall be issued on conversion of the Notes, but in lieu thereof, upon conversion of the remaining unpaid principal balance and accrued interest under the Notes held by you, the Company shall pay to you an amount in cash equal to such fraction multiplied by the Purchase Price" . On conversion of any Note the Company shall pay any and the "Applicable Conversion Ratio," respectivelyall applicable issuance taxes that may be payable in respect of any issuance or delivery of shares of Series F Preferred Stock on such conversion. The Company shall not, however, be required to pay, and are subject to adjustment under certain circumstances. If a Security is called for redemptionyou shall pay, the conversion right will terminate at the close any tax that may be payable in respect of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially any transfer involved in the form attached heretoissuance and delivery of shares of Series F Preferred Stock in a name other than your name (if such transfer is permitted as provided herein), (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and no such issuance or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will delivery shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after unless and until the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding Person requesting such conversion, the interest payable on such Interest Payment Date will be issuance has paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to Company the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by such tax, or it is established to the portion satisfaction of the principal amount thereof converted into shares of Capital StockCompany that such tax has been paid.

Conversion. (a) The holder of the Preferred Stock shall be granted the right to convert (i) one hundred percent (100%) of the Preferred Stock into shares of Common Stock at the Conversion Ratio 90 days after the Original Issue Date. Any conversion under this Section 5(a) shall be of a minimum amount of at least 1 shares of Preferred Stock. The holder shall effect conversions by surrendering the certificate or certificates representing the shares of Preferred Stock to be converted to the Company, together with the form of conversion notice attached hereto as Annex 1 (the "Holder Conversion Notice") in the manner set forth in Section 5(j). Each Holder Conversion Notice shall specify the number of any Security has shares of Preferred Stock to be converted and the rightdate on which such conversion is to be effected, exercisable which date may not be prior to the date the Holder delivers such Notice by facsimile (the "Holder Conversion Date"). Subject to Section 5(c) and, as to the original Holder (or its sole designee), subject to Section 4.13 of the Purchase Agreement (as defined in Section 6), each Holder Conversion Notice, once given, shall be irrevocable. If the holder is converting less than all shares of Preferred Stock represented by the certificate or certificates tendered by the holder with the Holder Conversion Notice, the Company shall promptly deliver to the holder a certificate for such number of shares as have not been converted. At no time may the holder make a conversion request for which the number of common shares requested for conversion would result in an amount equal to or greater than twenty percent (20%) of the total initial number of Preferred Shares purchased by the holder. (b) Provided that ten (10) Trading Days shall have elapsed from the date the Securities and Exchange Commission (the "Commission") declared the registration statement contemplated by the Registration Rights Agreement effective under the Securities Act, each share of the Preferred Stock shall be convertible into shares of Common Stock at the Conversion Ratio at the option of the Company in whole or in part at any time prior on or after the expiration of one year after the Original Issue Date; provided, however, that the Company is not permitted to 5:00 p.m., New York City time, on March 15, 2030, deliver a Company Conversion Notice (as defined below) within 10 days of issuing any press release or other public statement relating to convert such conversion. The Company shall effect such conversion by delivering to the principal amount thereof (or any portion 104 thereof that is an integral multiple holders of $27) into such shares of Capital Preferred Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to be converted a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion written notice substantially in the form attached heretohereto as Annex 2 (the "Company Conversion Notice"), (2) surrender which Company Conversion Notice, once given, shall be irrevocable. Each Company Conversion Notice shall specify the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Preferred Stock to be converted and the date on which such conversion is to be effected, which date will be at least one Trading Day after the date the Company delivers such Notice by facsimile to the holder (the "Company Conversion Date"). The Company shall give such Company Conversion Notice in accordance with Section 5(j) below at least one Trading Day before the Company Conversion Date. Any such conversion shall be effected on a pro rata basis among the holders of Preferred Stock. Upon the conversion of shares of Preferred Stock pursuant to a Company Conversion Notice, the holders of the Preferred Stock shall surrender the certificates representing such shares at the office of the Company or of any transfer agent for the Preferred Stock or Common Stock. If the Company is converting less than all shares of the Preferred, the Company shall, upon conversion of such shares subject to such Company Conversion Notice and receipt of the certificate or certificates representing such shares of Preferred Stock deliver to the holder or holders a certificate for such number of shares of Preferred Stock as have not been converted. Each of a Holder Conversion Notice and a Company Conversion Notice is sometimes referred to herein as a "Conversion Notice," and each of a "Holder Conversion Date" and a "Company Conversion Date" is sometimes referred to herein as a "Conversion Date." (i) Not later than three Trading Days after the Conversion Date, the Company will deliver to the holder (i) a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those then required by law and as set forth in the Purchase Agreement), representing the number of shares of Common Stock being acquired upon the conversion of shares of Preferred Stock and (ii) one or more certificates representing the number of shares of Preferred Stock not converted; provided, however that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any shares of Preferred Stock until certificates evidencing such shares of Preferred Stock are either delivered for conversion to the Company or any transfer agent for the Preferred Stock or Common Stock, or the holder notifies the Company that such certificates have been lost, stolen or destroyed and provides a Security bond (or other adequate security reasonably acceptable to the Company) satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. The Company shall, upon request of the holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section 5(c) electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. In the case of a conversion pursuant to a Holder Conversion Notice, if such certificate or certificates are not delivered by the date required under this Section 5(c), the holder shall be entitled by written notice to the Company at any time on or before such holder's receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the certificates representing the shares of Preferred Stock tendered for conversion. (i) The conversion price for each share of Preferred Stock (the "Conversion Price") in effect on any Conversion Date shall be the lesser of X OR Y; where X is 125% of the average of the closing bid price for the ten (10) Trading Days immediately preceding the Original Issue Date; and Y = 80% of the average of the closing bid prices for the five (5) Trading Days immediately preceding the Conversion Notice Date with a floor of $5.00 per share; provided, however, if the registration statement to be filed by the Company in accordance with the Registration Rights Agreement is not declared effective by the Commission for any reason by the Effective Date (as defined in the Registration Rights Agreement), then for each of the first two months after such Effective Date that such registration statement shall not have been so declared effective, the Conversion Price shall be decreased by 2% (i.e., a reduction of 2% at the end of the first such month and 2% at the end of the second such month). (ii) If the Company, at any time while any shares of Preferred Stock are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Junior Securities payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Conversion Price designated in Section 5(d)(i) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 5(d)(ii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) If the Company, at any time while any shares of Preferred Stock are outstanding, shall issue rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Per Share Market Value of Common Stock at the record date mentioned below, the Conversion Price designated in Section 5(d)(i) shall be multiplied by a fraction, of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Conversion Price designated in Section 5(d)(i) pursuant to this Section 5(d)(iii), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price designated in Section 5(d)(i) shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 5 after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, at any time while shares of Preferred Stock are outstanding, shall distribute to all holders of Common Stock (and not to holders of Preferred Stock) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referred to in Section 5(d)(iii) above) then in each such case the Conversion Price at which each share of Preferred Stock shall thereafter be convertible shall be determined by dividing multiplying the principal amount of the Security converted by the Applicable Conversion Price in effect on immediately prior to the Conversion Date. No fractional shares will be issued upon conversion but record date fixed for determination of stockholders entitled to receive such distribution by a cash adjustment will be made for any fractional interest. The outstanding principal amount fraction of any Security which the denominator shall be reduced by the Per Share Market Value of Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the principal amount thereof Board of Directors in good faith; provided, however that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the holders of a majority in interest of the shares of Preferred Stock; and provided, further that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to all holders of Preferred Stock of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (vi) Whenever the Conversion Price is adjusted pursuant to Section 5(d)(ii),(iii), (iv) or (v), the Company shall promptly mail to each holder of Preferred Stock, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (vii) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the holders of the Preferred Stock then outstanding shall have the right thereafter to convert such shares only into the shares of Capital stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the holders of the Preferred Stock shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock of the Company into which such shares of Preferred Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the holder of Preferred Stock the right to receive the securities or property set forth in this Section 5(d)(vii) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (viii) If: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock.; or (b) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or (c) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (d) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company (other than a subdivision or combination of the outstanding shares of Common Stock), any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or (e) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding-up of the affairs of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Preferred Stock, and shall cause to be mailed to the holders of Preferred Stock at their last addresses as they shall appear upon the stock books of the Company, at least 30 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolid

Conversion. The Holder Subject to the provisions of any Security the Indenture, the holder hereof has the right, exercisable at such Holder's option, at any time after the original issuance of any Subordinated Notes through the close of business on the second Business Day prior to 5:00 p.m.the date of repurchase, New York City time, on March 15, 2030, redemption or final maturity date of the Subordinated Notes to convert the principal amount thereof (hereof or any portion 104 thereof of such principal that is $1,000 or an integral multiple thereof into that number of $27) into duly authorized, validly issued, fully paid and non-assessable shares of Capital Stock LGII Common Stock, as said shares shall be constituted at the initial conversation rate date of 0.73 shares of Capital Stock for each $27 in aggregate conversion, obtained by dividing the principal amount of Securities this Subordinated Note or portion thereof to be converted by 17.17 (equivalent the initial "CONVERSION PRICE") or such Conversion Price as adjusted from time to a conversion price time as provided in the Indenture, upon surrender of $37 per share of Capital Stock this Subordinated Note in the manner provided in Section 14.02 of the Company)Indenture. The No adjustment in respect of interest or dividends will be made upon any conversion; PROVIDED, HOWEVER, that if this Subordinated Note is surrendered for conversion ratio and equivalent conversion price in effect at during the period from the close of business on any time are known as record date for the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject payment of interest to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Dateinterest payment date, this Subordinated Note (unless it or the Company defaults in making portion being converted have been called for redemption or repurchase during the period from the close of business on any record date for the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security of interest to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, Business Day preceding the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not payment date) must be accompanied by payment of an amount amount, in same day funds or other funds acceptable to LGII, equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount being converted; PROVIDED, HOWEVER, that no such payment need be made to the extent there exists at the time of conversion a default in the Security converted by the Applicable Conversion Price in effect payment of interest due on the Conversion DateSubordinated Notes surrendered for conversion. No fractional shares will be issued upon conversion any conversion, but a either an adjustment in cash adjustment will be made for any fractional interest. The outstanding principal amount made, as provided in the Indenture, in respect of any Security fraction of a share that would otherwise be issuable upon the surrender of any Subordinated Note or Subordinated Notes for conversion or the number of shares shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockrounded up to full shares.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Debenture may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on April 24, New York City time2018; PROVIDED, on March 15HOWEVER, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to if a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . The number of shares of Common Stock to be delivered upon conversion of a Debenture into Common Stock per $1,000 of Principal Amount at Maturity shall be equal to the Conversion Rate. A Debenture in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Debenture may be converted only if the notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 13.794 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Debenture following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Debentures surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Debentures to be redeemed on a date within such period) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Debentures surrendered for conversion must be accompanied by payment as described above, no interest on converted Debentures will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, Debenture a Holder must (1i) complete and manually sign the conversion notice on the back of the Debenture (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 1002 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepositary's book-entry conversion program, (2ii) surrender the Security Debenture to a Conversion AgentAgent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (3iii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iv) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will Book-entry delivery of a Debenture to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for interest or dividends, but any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Debenture if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Principal Amount at Maturity of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment portion is $1,000 or an integral multiple of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock, except as provided in the Indenture. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with any cash payment in lieu of fractional interestshares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Debenture being converted pursuant to the provisions hereof. The outstanding principal Conversion Rate will be adjusted for (i) dividends or distributions on Common Stock payable in Common Stock or other Capital Stock of the Company, (ii) subdivisions, combinations or certain reclassifications of Common Stock, (iii) distributions to all holders of Common Stock of certain rights, warrants or options to purchase Common Stock or securities convertible into Common Stock for a period expiring within 60 days after the applicable record date for such distribution at a price per share less than the Sale Price at the Time of Determination and (iv) distributions to such holders of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding certain cash dividends or other cash distributions). However, no adjustment need be made if Holders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another Person, or in certain other circumstances described in the Indenture, the right to convert a Debenture into Common Stock may be changed into a right to convert it into the kind and amount of any Security shall be reduced by securities, cash or other assets that the portion of Holder would have received if the principal amount thereof Holder had converted into shares of Capital Stocksuch Holder's Debentures immediately prior to such transaction.

Conversion. The A Holder of any Security has a Debenture may convert such Debenture into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, redemption date for such Debenture (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the close of business on the redemption date for such Debenture, the right of conversion shall terminate upon redemptionpresentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion price is ________* per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the conversion price in effect on the Conversion Date. Upon conversion any accrued and unpaid interest on the Securities shall be paid to the Holder thereof, at the option of the Company, either (i) in freely tradeable shares of Common Stock at the Conversion Price or (ii) in cash. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing sale price of the Common Stock on the last Trading Day prior to the Conversion Date. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to before the opening close of business on the next Interest Payment Date, related interest payment date then, notwithstanding such conversion, the interest payable on such Interest Payment Date will interest payment date shall be paid to the registered Holder of such Security Debenture on such Regular Record Daterecord date. In such event, such Security, when surrendered for conversion, need not the Debenture must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion DateDebenture or portion thereof then converted. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stocka Debenture equal to $1,000 or any integral multiple thereof.

Conversion. The Holder Lenders set forth on Schedule I are the lenders of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock record of the Company)portion of the Heartland Incremental Term B Loan set forth on Schedule I opposite such Lender’s name. Each such Lender represents and warrants that it holds such portion of the Heartland Incremental Term B Loan and has not assigned or participated the Heartland Incremental Term B Loan to any other person or entity. The conversion ratio Company and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business each Lender set forth on Schedule I hereby agree that on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must Second Amendment Effective Date (1) complete and sign a conversion notice substantially as defined in the form attached hereto, (2Amended Credit Agreement) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the Heartland Incremental Term B Loan set forth on Schedule I opposite such Lender’s name and owing to such Lender under the Existing Credit Agreement shall be converted (the “Conversion”) into a Term B Loan (as defined in the Amended Credit Agreement) in an aggregate principal amount thereof converted into shares equal to the amount set forth on Schedule I opposite such Lender’s name, as contemplated by and to be evidenced and governed by the Amended Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Amended Credit Agreement. In order to effect the Conversion, (a) the Administrative Agent has notified the Company that upon the Second Amendment Effective Date it will ▇▇▇▇ the Register to reflect the Heartland Incremental Term B CHAR1\1483064v4 Loan as no longer outstanding on the Second Amendment Effective Date and (b) each Lender set forth on Schedule I will have been deemed to become a party to the Amended Credit Agreement as a Term B Lender on the Second Amendment Effective Date in respect of Capital Stockthe Term B Loan in the amount set forth opposite such Lender’s name on Schedule I. The Conversion will not affect the right of any Lender to receive any accrued and unpaid interest with respect to the Heartland Incremental Term B Loan that is owed to such Lender, all of which shall be paid by the Company on the Second Amendment Effective Date (but it is understood and agreed that the Heartland Incremental Term B Loan shall not bear any interest from and after the Conversion). Furthermore, each Lender set forth on Schedule I agrees that, effective upon the Conversion and subject to receipt of such accrued and unpaid interest, it no longer holds any portion of the Heartland Incremental Term B Loan.

Conversion. The Holder of any Security has Notes shall be convertible into the rightconsideration specified in the Indenture at such times, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert upon compliance with such conditions and upon the principal amount thereof (or any portion 104 thereof that is an integral multiple of terms set forth in the Indenture. The initial Conversion Rate shall be 141.1383 Lexington Common Shares per $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate 1,000 principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyNotes, and are subject to adjustment under in certain circumstancescircumstances as specified in the Indenture. If a Security is called Notes tendered for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, by a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the any Regular Record Date for the an interest payment of an installment of interest and on or prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such corresponding Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest payable that such Holder is to receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to the second Business Day following such Interest Payment Date or (2) with respect to overdue interest (including Additional Interest), if any overdue interest exists at the time of conversion with respect to such Notes. To convert the Notes, a Holder must (a) (i) complete and manually sign the irrevocable conversion notice on the portion so convertedreverse of the Notes (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (ii) surrender the Notes to the Conversion Agent and (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Issuer or the Trustee, with respect to Notes which are in certificated form, or, (b) if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary and, in the case of certificated Notes and Notes in book-entry form, pay any transfer or similar tax, if required. The number date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for conversion. If the Holder has delivered an Optional Repurchase Notice or a Change of shares issuable upon conversion Control Purchase Notice requiring the Issuer to repurchase all or a portion of a Security this Note pursuant to paragraph 5 hereof, then this Note (or portion hereof subject to such Optional Repurchase Notice or Change of Control Purchase Notice) may be converted only if the Optional Repurchase Notice or Change of Control Purchase Notice is determined by dividing withdrawn in accordance with the principal amount terms of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Holder holders of the Series D Preferred Stock shall have conversion rights as follows: A. Each share of Series D Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series D Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one (1) fully paid and nonassessable share of Common Stock subject to adjustment from time to time as provided below (as so adjusted, the "conversion ratio"), PROVIDED, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series D Preferred Stock shall be on a pro rata basis amongst all holders of Series D Preferred Stock. B. If a holder of Series D Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the Series D Preferred Stock being converted, at the office of the Corporation or of any Security has transfer agent for such Series, and shall state therein the rightname or names in which the certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series D Preferred Stock give notice of conversion under paragraph A above, exercisable the Corporation shall notify all other record holders of Series D Preferred Stock (a "Mandatory Conversion Notice"). Following receipt of a Mandatory Conversion Notice, the holders of Series D Preferred Stock shall surrender the certificate or certificates therefor duly endorsed, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable after the surrender of a Series D Preferred Stock certificate or certificates pursuant to an Optional Conversion Notice or Mandatory Conversion Notice, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such Optional Conversion Notice or Mandatory Conversion Notice, as applicable, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the recordholder or holders of such shares of Common Stock as of such date. The issuance of certificates or shares of Common Stock upon conversion of shares of Series D Preferred Stock shall be made without charge for any issue, stamp or other similar tax in respect of such issuance. C. No fractional shares shall be issued upon conversion of any shares of Series D Preferred Stock and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share, and the holder of Series D Preferred Stock shall be paid in cash for any fractional share. D. In case at any time prior or from time to 5:00 p.m.time the Corporation shall pay any dividend or make any other distribution to the holders of its Common Stock or other class of securities, New York City time, on March 15, 2030, or shall offer for subscription pro rata to convert the principal amount thereof (holders of its Common Stock or other class of securities any additional shares of stock of any class or any portion 104 thereof that is other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Corporation or consolidation or merger of the Corporation with or into another corporation, or any sale or conveyance to another corporation of the property of the Corporation as an integral multiple entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of $27the Corporation, then, in any one or more of said cases the Corporation shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) into shares to the registered holders of Capital the Series D Preferred Stock at the initial conversation rate addresses of 0.73 each as shown on the books of the Corporation maintained by the Transfer Agent thereof of the date on which (i) the books of the Corporation shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which paragraph H applies the Corporation shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken. E. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Capital Stock Common Stock, solely for each $27 in aggregate principal amount the purpose of Securities (equivalent to a effecting the conversion price of $37 per share of Capital Stock of the Company). shares of Series D Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series D Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series D Preferred Stock, then in addition to such other remedies as shall be available to the holder of Series D Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. F. Any notice required by the provisions of paragraph D to be given the holders of shares of Series D Preferred Stock shall be deemed given if sent by facsimile transmission, by telex, or if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of the Corporation. G. The conversion ratio and equivalent conversion price in effect shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall at any time are known as or from time to time after the "Applicable Conversion Price" and Issue Date (A) pay a dividend or make a distribution, on the "Applicable Conversion Ratio," respectivelyoutstanding shares of Common Stock in shares of Common Stock, (B) subdivide the outstanding shares of Common Stock into a larger number of shares of Common Stock, (C) combine the outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of the shares of Common Stock any shares of capital stock of the Corporation, then, and are subject to adjustment under certain circumstances. If a Security is called for redemptionin each such case, the conversion right will terminate ratio in effect immediately prior to such event or the record date therefor, whichever is earlier, shall be adjusted so that the holder of any shares of Series D Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such shares of Series D Preferred Stock been surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (i) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision, reclassification or combination, at the close of business on the Business Day immediately preceding day upon which such corporate action becomes effective. (ii) In the corresponding Redemption case the Corporation shall, after the Issue Date, unless issue shares of Common Stock at a price per share, or securities convertible into or exchangeable for shares of Common Stock ("Convertible Securities") having a "Conversion Price" (as defined below) less than the Company defaults Current Market Price (for a period of 15 consecutive trading days prior to such date), then, and in making each such case, the payment due conversion ratio shall be adjusted so that the holder of each share of Series D Preferred Stock shall be entitled to receive, upon redemption. To convert the conversion thereof, the number of shares of Common Stock determined by multiplying (A) the applicable conversion ratio on the day immediately prior to such date by (B) a Securityfraction, a Holder must the numerator of which shall be the sum of (1) complete the number of shares of Common Stock outstanding on the date on which such shares or Convertible Securities are issued and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security number of additional shares of Common Stock issued, or into which the Convertible Securities may convert, and the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding on such date and (y) the number of shares of Common Stock which the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so issued, or the number of shares of Common Stock which the aggregate of the Conversion Price of such Convertible Securities so issued, would purchase at such Current Market price on such date. An adjustment made pursuant to this clause (ii) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. For purposes of this clause (ii), the aggregate consideration receivable by the Corporation in connection with the issuance of any securities shall be deemed to be the sum of the aggregate offering price to the public (before deduction of underwriting discounts or commissions and expenses payable to third parties), and the "Conversion Price" of any Convertible Securities is the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities (before deduction of underwriting discounts or commissions and expenses payable to third parties) plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion, exchange or exercise of any such Convertible Securities. Neither (A) the issuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to a Conversion Agentdividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the conversion ratio pursuant to clause (3i) furnish appropriate endorsements of this paragraph G, or transfer documents if required pursuant to any employee benefit plan or program of the Corporation or pursuant to any option, warrant, right, or Convertible Security outstanding as of the date hereof (including, but not limited to, the Rights, the Series B Preferred Stock, the Series D Preferred Stock and the Warrants) nor (B) the issuance of shares of Common Stock pursuant thereto shall be deemed to constitute an issuance of Common Stock or Convertible Securities by the Security Registrar or Conversion Agent and Corporation to which this clause (4ii) pay any transfer or similar tax, if requiredapplies. Upon expiration of any Convertible Securities which shall not have been exercised or converted and for which an adjustment shall have been made pursuant to this clause (ii), the Conversion Price computed upon the original issue thereof shall upon such expiration be recomputed as if the only additional shares of Common Stock issued were such shares of Common Stock (if any) actually issued upon exercise of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of such Convertible Securities (whether or not exercised or converted) plus the consideration actually received by the Corporation upon such exercise of conversion. (iii) In case the Corporation shall at any time or from time to time after the Issue Date declare, no order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than (A) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Corporation, determined in accordance with generally accepted accounting principles, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid or (B) dividends or distributions of shares of Common Stock which are referred to in clause (i) of this paragraph G, then, and in each such case, the conversion ratio shall be adjusted so that the holder of each share of Series D Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (1) the applicable conversion ratio on the day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution by (2) a fraction, the numerator of which shall be the then Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date, and the denominator of which shall be such Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date less the Fair Market Value (as defined in Article IX) per share of Common Stock (as determined in good faith by the Board of Directors of the Corporation, a certified resolution with respect to which shall be mailed to each holder of shares of Series D Preferred Stock) of such dividend or distribution; PROVIDED, HOWEVER, that in the event of a distribution of shares of capital stock of a Subsidiary of the Corporation (a "Spin-Off") made to holders of shares of Common Stock, the numerator of such fraction shall be the sum of the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the 35th Trading Day after the effective date of such Spin-Off and the Current Market Price of the number of shares (or the fraction of a share) of capital stock of the Subsidiary which is distributed in such Spin-Off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the current market price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment or payment will made pursuant to this clause (iii) shall be made for interest upon the opening of business on the next Business Day following the date on which any such dividend or dividends, but if any Holder surrenders a Security for conversion distribution is made and shall be effective retroactively immediately after the close of business on the Regular Record Date record date fixed for the payment determination of an installment of interest and prior stockholders entitled to receive such dividend or distribution; PROVIDED, HOWEVER, if the proviso to the opening preceding sentence applies, then such adjustment shall be made and be effective as of business on such 35th Trading Day after the next Interest Payment Date, then, notwithstanding effective date of such conversionSpin-Off. (iv) For purposes of this paragraph G, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by dividing or for the principal amount account of the Security converted by Corporation. (v) The term "dividend", as used in this paragraph G shall mean a dividend or other distribution upon stock of the Applicable Conversion Price Corporation except pursuant to the Rights Agreement (as defined in effect on Article IX). Notwithstanding anything in this Article VIII to the Conversion Date. No fractional shares will contrary, the conversion ratio shall not be issued upon conversion but adjusted as a cash adjustment will be made for any fractional interest. The outstanding principal amount result of any Security shall be reduced by the portion dividend, distribution or issuance of securities of the principal amount thereof converted into shares of Capital StockCorporation pursuant to the Rights Agreement.

Conversion. The A Holder of any Security has a Debenture may convert such Debenture into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to before the opening close of business on the next Interest Payment Date, related interest payment date then, notwithstanding such conversion, the interest payable on such Interest Payment Date will interest payment date shall be paid to the registered Holder of such Security Debenture on such Regular Record Daterecord date. In such event, such Security, when surrendered for conversion, need not the Debenture must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security Debenture or portion thereof then converted. A Holder may convert a portion of a Debenture equal to $1,000 or any integral multiple thereof. A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Debenture may be converted by only if the Applicable Conversion Price Change in effect Control Purchase Notice is withdrawn as provided above and in accordance with the terms of the Indenture. Any Securities called for redemption, unless surrendered for conversion before the close of business on the Conversion Redemption Date. No fractional shares will , may be issued upon conversion deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, together with accrued interest, if any, to, but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced not including, the Redemption Date, by one or more investment bankers or other purchasers who may agree with the portion Company to purchase such Securities from the Holders, to convert them into Common Stock of the principal amount thereof converted into shares of Capital StockCompany and to make payment for such Securities to the Paying Agent in Trust for such Holders.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27a) into shares of Capital Stock at Between the initial conversation rate date of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock issuance of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" Series H Preferred Stock and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, earlier of (i) the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Rights Offering Redemption Date, unless and (ii) January 31, 2008, the Company defaults in making shares of Series H Preferred Stock shall not be convertible. (b) On the payment due upon redemption. To convert a Security, a Holder must (1) complete Rights Offering Redemption Date each share of Series H Preferred Stock which is not redeemed on such date automatically and sign a conversion notice substantially in without the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required need for any further action by the Security Registrar holder or Conversion Agent the Corporation shall be converted into 33 shares of Common Stock. If the Rights Offering Redemption Date has not occurred on or before January 31, 2008, each outstanding share of Series H Preferred Stock on January 31, 2008 automatically and (4) pay without the need for any transfer further action by the holder or similar taxthe Corporation shall be converted into 33 shares of Common Stock, if required. Upon conversionunless such date is extended by mutual agreement between the Corporation and a majority of the outstanding shares of the Series H Preferred Stock, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such in which event, such Securityshare of Series H Preferred Stock shall be converted into Common Stock on such extended date. Upon conversion of any share of Series H Preferred Stock, when surrendered for conversionthe certificate representing such share of Series H Preferred Stock shall automatically represent the number of shares of Common Stock into which such share of Series H Preferred Stock was converted. (c) Upon conversion of a share of Series H Preferred Stock into Common Stock, need not be accompanied by payment of the Corporation shall pay to the holder an amount equal to all accrued dividends with respect to that share. (d) The Corporation at all times shall reserve and keep available for issuance upon the interest payable on conversion of the Series H Preferred Stock such Interest Payment Date on number of its authorized but unissued shares of Common Stock as shall from time to time be sufficient to permit the portion so converted. The conversion of all outstanding shares of Series H Preferred Stock, and shall take all action required to increase the authorized number of shares issuable upon of Common Stock if at any time there shall be insufficient authorized unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of Series H Preferred Stock. (e) The issuance or delivery of certificates for Common Stock upon the conversion of shares of Series H Preferred Stock shall be made without charge to the converting holder of such shares for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or in such names as may be directed by, the holders of the shares converted; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a Security is determined by dividing name other than that of the principal holder of the shares of Series H Preferred Stock converted, and the Corporation shall not be required to issue or deliver such certificate unless or until the person or persons requesting the issuance or delivery thereof shall have paid to the Corporation the amount of such tax or shall have established to the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion reasonable satisfaction of the principal amount thereof converted into shares of Capital StockCorporation that such tax has been paid.

Conversion. The Holder (a) Upon and subject to the provisions and conditions of any Security has this Article 5 and Section 3.7, the rightholder of each Note shall have the right at such holder’s option, exercisable at any time and from time to time prior to 5:00 p.m., New York City the earlier of 4:00 p.m. (Vancouver time, ) on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof date that is an integral multiple of $27the Business Day before eight Business Days immediately preceding the Maturity Date and 4:00 p.m. (Vancouver time) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the date that is the Business Day before eight Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required Date specified by the Security Registrar or Conversion Agent and Corporation for redemption of the Notes by notice to Holders in accordance with Article 4 (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment the earlier of which will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close “Time of business on the Regular Record Date Expiry”) for the payment purposes of this Article 5, to convert any part, being $1,000 or an installment integral multiple thereof, of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of a Note into Common Shares at the Security converted by the Applicable Conversion Price in effect on the Date of Conversion. (b) The Conversion DatePrice in effect on the date hereof for each Common Share to be issued upon the conversion of Notes shall be equal to $2.00 such that 500 Common Shares shall be issued for each $1,000 principal amount of Notes so converted. No fractional shares will Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion but a cash adjustment will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 5, or for interest accrued on Notes surrendered. No fractional Common Shares will be issued, and no cash payment in lieu thereof, and any fractional interestfractions resulting from a conversion will be rounded down to the next whole number. The outstanding principal amount of any Security shall be reduced by Conversion Price, and the portion Common Shares, securities or other property receivable on the conversion of the principal amount thereof converted into shares Notes, is subject to adjustment pursuant to the provisions of Capital StockSection 5.4. Holders converting their Notes will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest by way of cash payment (less any taxes required to be deducted) in respect of the Notes surrendered for conversion from the last Interest Payment Date up to, but not including, the Date of Conversion in accordance with Section 5.3(d). (c) Holders converting Notes shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion up to but not including the Date of Conversion. (d) Notwithstanding any other provisions of this Indenture, if a Note is surrendered for conversion on an Interest Payment Date or during the eight preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Note so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. (e) A Note in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 6.10 or a notice in respect of an Offer on Sale of Assets pursuant to the provisions of Section 6.11 may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture.

Conversion. (a) The Holder of any Security has the rightLender, exercisable in its sole and absolute discretion, may at any time prior convert the amounts then owing under this Note in accordance with this Section 3 (the "CONVERSION") by written notice to 5:00 p.m.the Lender. Upon Conversion, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof owing under this Note shall be converted into that is an integral multiple number of $27) into fully paid and non-assessable shares of Capital Common Stock at of Borrower, which immediately following Conversion shall represent 10% (rounded up to the initial conversation rate nearest whole share) of 0.73 the sum of: (a) the number of shares of Capital the Common Stock for each $27 in aggregate immediately following Conversion; and (b) the maximum number of shares of capital stock of Borrower which could be purchased upon exercise of Stock Equivalents of Borrower immediately following Conversion (regardless of whether such Stock Equivalents are then exercisable or convertible); PROVIDED that if less than 100% of the original principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security this Note is called for redemptionbeing converted, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock of Borrower issuable upon conversion Conversion shall be reduced proportionately based on the percentage of a Security is determined by dividing the original principal amount of the Security converted this Note represented by the Applicable Conversion Price in effect amount of this Note being converted. At Borrower's option the interest owing under this Note on the date of Conversion Date. No fractional shares will may be issued upon conversion but a paid in cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof or converted into shares of Capital StockCommon Stock at the rate per share at which the principal is converted (rounded up to the nearest whole share). (b) Subject to Section 3(c) below, within five days following the notice of Conversion, Borrower shall issue to Lender: (i) a certificate or certificates for the number of shares of Common Stock to which the Lender is entitled upon Conversion; and (ii) certification signed by the President and the Chief Financial Officer of Borrower that the proper number of shares shall have been issued to Lender. (c) Within ten days following the notice of Conversion, Borrower shall deliver to Lender a certificate dated the date of such delivery certifying that the representations and warranties of Borrower set forth in the Stock Purchase Agreement are true and correct in all material respects on the delivery date with the same force and effect as though made on and as of the delivery date; PROVIDED that any such representation and warranty made as of a specified date shall only need to have been true on and as of such date; and PROVIDED FURTHER that such representations and warranties may be subject to matters, if any, set forth in a disclosure letter delivered by Borrower to Lender concurrently with the delivery of such certificate. Lender shall have seven days after receipt of Borrower's certificate (and disclosure letter, if any) to rescind its Conversion by delivery of written rescission notice to Borrower. Upon delivery of such rescission notice, the Conversion shall be cancelled and this Note shall remain in full force and effect. Lender may exercise its Conversion rights hereunder following one or more rescissions of proposed Conversions (but not with respect to any portion of the Note that has been paid and with respect to which Lender did not exercise its conversion right following Borrower's Prepayment notice). (d) If Borrower delivers a notice to Lender of a partial Prepayment of this Note pursuant to Section 2, Lender may at its election exercise its Conversion rights hereunder with respect to the entire amount owing under this Note or the portion of such amount that Borrower intends to prepay as stated in its Prepayment notice. (e) Notwithstanding anything contained herein to the contrary, Lender shall have no Conversion rights with respect to this Note if Borrower terminates the Stock Purchase Agreement pursuant to Section 13.3(a)

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on March 15, 2030the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2720) into shares of Capital Fleetwood Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 [___] per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyFleetwood Common Stock, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Trust (which will distribute such interest to the holder of such Security the applicable Trust Securities at the close of business on such Regular Record Daterecord date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The Holder Subject to the terms of any Security has the rightIndenture, exercisable Holders may surrender Securities for conversion into shares of Ordinary Shares at any time on or prior to 5:00 p.m., New York City time, on March July 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock 2023 at the initial conversation rate of 0.73 shares of Capital Stock for each $27 Conversion Price then in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company)effect. The conversion ratio and equivalent conversion price in effect at any time are known right with respect to the Security or the portion of the Security being redeemed will expire: (i) on the date that is two Business Days immediately preceding the redemption date or the Purchase Date (provided, that the Holder has not withdrawn the Purchase Notice), as the "Applicable Conversion Price" and case may be, or (ii) if the "Applicable Conversion Ratio," respectivelyHolder has elected to participate in a repurchase upon a Change of Control, and are subject to adjustment under certain circumstances. If a Security is called for redemptionat 5:00 p.m. New York time on the business day before the Change of Control Purchase Date unless, in any case, the Company defaults in making the payment due upon such redemption or repurchase date (in which case the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding date such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converteddefault is cured). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security to be converted by the Applicable Conversion Price in effect on the Conversion Date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. No Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of accrued interest to the Holder of a Security pursuant to paragraph 1 hereof) or for dividends or distributions on the Ordinary Shares will be made. The Company will deliver cash for the value of such fractional shares will rounded to the nearest cent with 0.5 cents to be issued upon conversion but rounded up based on the current market price of the Ordinary Shares. A Security in respect of which a cash adjustment will Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be made for any fractional interestconverted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The outstanding initial Conversion Price is $25.79 per share of Ordinary Shares, subject to adjustment in certain events described in the Indenture. The initial Conversion Price is equivalent to a conversion rate of approximately 38.7692 Ordinary Shares per $1,000 principal amount of Securities, and is subject to adjustment as described in the Indenture. Holders may only surrender their Securities for conversion if any Security of the following conditions is satisfied: • During the period from issuance to July 15, 2022, if the Sale Price of the Ordinary Shares for each of any five consecutive Trading Days in the immediately preceding fiscal quarter is more than 115% of the Conversion Price per Ordinary Share; • During the period from July 15, 2022 to July 15, 2023, if the Sale Price of the Ordinary Shares on the previous Trading Day is more than 115% of the Conversion Price per Ordinary Share; • If the Company has called the Securities for redemption; • If the average of the Trading Prices of the Securities for any five consecutive Trading Day period is less than 100% of the average of the Conversion Values of the Securities during that period; provided, however, that no Securities may be converted based on the satisfaction of this condition during the six month period immediately preceding each specified date on which Holders may require the Company to repurchase their Securities (for example, with respect to the July 15, 2007 put date, the Securities may not be converted from January 15, 2007 to July 15, 2007) if on any day during such five consecutive Trading Day period, the Sale Price of the Ordinary Shares is between the Conversion Price and 115% of the Conversion Price; or • If the Company makes certain significant distributions to the Holders of the Company’s Ordinary Shares or the Company enters into specified corporate transactions. No adjustment in the Conversion Price will be required unless such adjustment would require a change of at least 1% in the Conversion Price then in effect; provided that any adjustment that would otherwise be required to be made shall be reduced carried forward and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the Conversion Price for a period of at least 20 days. To convert a Security, a Holder must: (1) complete and sign the conversion notice (the “Conversion Notice”) on the reverse of the Security indicating, inter alia, the condition upon which the conversion is based, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Ordinary Shares in the name of a Person other than the Holder thereof. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. A Holder may convert a portion of a Security if the principal amount thereof converted portion is $1,000 or an integral multiple of $1,000. If the Company is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Ordinary Shares, the right to convert a Security into shares Ordinary Shares may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder of any Security has Subject to the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof satisfaction (or waiver) of the conditions set forth in Section 5 hereof and immediately following the effectiveness of the Amendment, the Preferred Holders agree to, and do hereby, convert each share of Preferred Stock (including any portion 104 thereof that is an integral multiple and all interest, dividends, premiums or other accrued and unpaid amounts thereon as of $27the Conversion Date) into 2.9264859 shares of Capital Series B Preferred Stock at pursuant to the initial conversation rate terms of 0.73 the Series A Certificate of Designation, as amended by the Amendment, and Global shall cancel on its books the Preferred Stock held in the names of the Preferred Holders. The date of the Conversion is referred to as the “Conversion Date”. The terms of the Series B Preferred Stock shall be as set forth in the Series B Certificate of Designation attached hereto as Exhibit B. After the Conversion Date, each certificate previously representing shares of Capital Preferred Stock for each $27 shall instead represent the right to receive shares of Series B Preferred Stock. Notwithstanding the conversion procedures and rights set forth in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Article V.D and XVI.F of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionSeries A Certificate of Designation, the conversion right will terminate at Parties agree that the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and effective prior to the opening receipt of business a certificate of shares of Series B Preferred Stock and upon the Conversion each Preferred Holder shall be entitled to all rights and privileges afforded to a holder of Series B Preferred Stock under the Series B Certificate of Designation without any requirement on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid part of Global to deliver stock certificates to the registered Preferred Holders. Following the Conversion, and in any event on or before the later of (i) December 31, 2009 or (ii) 60 days after the Conversion, Global shall pay to each Preferred Holder that converts 100 percent of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment its or his shares of an amount equal Preferred Stock pursuant to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on this Article II the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockFee.

Conversion. The Holder Holders of any Security has Trust Securities, subject to the limitations set forth in this Section, shall have the right, exercisable at any time prior their option, to 5:00 p.m., New York City timecause the Conversion Agent to convert Trust Securities, on March 15behalf of the converting Holders, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Class A Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Class A Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Class A Common Stock at the an initial conversation rate of 0.73 of______ shares of Capital Class A Common Stock for each $27 in aggregate principal amount of Securities Trust Security (which is equivalent to a conversion price of approximately $ _____ per $37 per share 25 principal amount of Capital Debentures), subject to certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Class A Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Class A Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the CompanyDebentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Class A Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such written notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Class A Common Stock. Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion ratio of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and equivalent unpaid Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Class A Common Stock issued upon such conversion. Trust Securities submitted for conversion price prior to the expiration of conversion rights as provided in effect at any time are known Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Class A Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the "Applicable record holder or holders of such Class A Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Price" Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Class A Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the "Applicable Conversion Ratio," respectively, Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and are subject to adjustment under certain circumstances. If a Security is called for redemption, the corresponding conversion right will terminate rights of Holders of Trust Securities shall expire at the close of business on the Business Day immediately preceding date set for redemption of the corresponding Redemption Date, unless Trust Securities upon the Company defaults mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints The First National Bank of Chicago not in making its individual capacity but solely as conversion agent (the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (3i) furnish appropriate endorsements or transfer documents if required to exchange Trust Securities from time to time for Debentures held by the Security Registrar Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Class A Common Stock and thereupon to deliver such shares of Class A Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent and by the Debenture Trustee. (4v) pay any transfer or similar tax, if required. Upon No fractional shares of Class A Common Stock will be issued as a result of conversion, no adjustment or payment will be made for but, in lieu thereof, such fractional interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid in cash by the Depositor to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of Conversion Agent in an amount equal to the interest payable on Current Market Price of the fractional share of the Class A Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (vi) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Trust Agreement or otherwise required of Capital Stockthe Property Trustee or the Trust to pay any amounts on account of such withholdings.

Conversion. The Holders may surrender Securities for conversion into shares of GGD Stock on a conversion date if, as of such conversion date, the Quoted Price (as defined in the Indenture) of the GGD Stock for at least 20 trading days in the 30 trading day period ending on the trading day prior to the conversion date is more than 110% of the conversion price per share of GGD Stock on such conversion date. In addition, a Holder may surrender for conversion a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provisions has not been satisfied, and such Securities may be surrendered for conversion until the close of business on the day that is two Business Days prior to the Redemption Date. In the event that the Company declares a dividend or distribution described in Section 11.7 of the Indenture (other than a distribution of rights by the Company to its stockholders pursuant to the Company's Second Amended and Restated Renewed Rights Agreement dated as of December 18, 2000, as it may be amended from time to time, and any Security has successor or similar stockholders rights plan until the occurrence of a Triggering Event under such plan), or a dividend or distribution described in Section 11.8 of the Indenture where the fair market value of such dividend or distribution per share of GGD Stock, as determined in the Indenture exceeds 15% of the current Market Price of the GGD Stock as of the Trading Day immediately prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, exercisable which shall be not less than 20 days prior to the ex-dividend time for such dividend or distribution and Securities may be surrendered for conversion at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at thereafter until the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening Ex-Dividend Time or until the Company announces that such distribution will not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of business on all or substantially all of its assets or a merger which reclassifies or changes its GGD Stock pursuant to which the next Interest Payment DateGGD Stock would be converted into cash, then, notwithstanding such conversionsecurities or other assets as set forth in Section 11.17 of the Indenture, the interest payable on Securities may be surrendered for conversion at any time from or after the date the Company announces as the anticipated effective time until 15 days after the actual date of such Interest Payment Date will be paid transaction (assuming, in a case in which the Company's stockholders may exercise rights of election, that a holder of Securities would not have exercised any rights of election as to the registered Holder stock, other securities or other property or assets receiveable in connection therewith and received per share the kind and amount received per share by plurality of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so convertednonelecting shares). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security to be converted by the Applicable Conversion Price conversion price in effect on the Conversion Dateconversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. No fractional shares Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to paragraph 2 hereof) or for dividends or distributions on the GGD Stock will be issued upon conversion but made. The Company will deliver a cash adjustment will be made check for any fractional interestshare issuable upon conversion. A Security in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice exercising the option of such Holder to required the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The outstanding principal amount initial conversion price is $140.60 per share of GGD Stock, subject to adjustment in certain events described in the Indenture. A holder which surrenders Securities for conversion will receive a check in lieu of any fractional shares of GGD Stock. To convert a Security, a holder must (1) complete and sign the conversion notice on the reverse of the Security, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of GGD Stock in the name of a Person other than the Holder thereof. A holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. The conversion price will be adjusted for the issuance of capital stock of the Company as a dividend or distribution on its GGD Stock; subdivisions, combinations or certain reclassifications of GGD Stock; distributions to all holders of GGD Stock of rights or warrants to purchase GGD Stock at less than the current market price at the time; distributions to such holders of GGD Stock of cash, debt securities (or other evidences of indebtedness) or other assets of the Company (excluding dividends or distributions for which adjustment is required to be made pursuant to another provision); certain dividends or other distributions consisting exclusively of cash to all holders of GGD Stock; or for payments to holders of GGD Stock pursuant to certain tender or exchange offers as provided in the Indenture. No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% in the conversion price then in effect; PROVIDED that any adjustment that would otherwise be required to be made shall be reduced by the portion carried forward and taken into account in any subsequent adjustment. However, no adjustment need be made if Securityholders are entitled to participate in certain of the principal amount thereof converted above transactions or in certain other cases. The Company from time to time may voluntarily reduce the conversion price for a period of at least 20 days. If the Company is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding GGD Stock, the right to convert a Security into shares GGD Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder (a) Each share of Series B Preferred Stock may be converted at any time, at the option of the holder thereof, into the number of fully-paid and nonassessable shares of Common Stock obtained by dividing the Stated Value by the Conversion Price then in effect (the "Conversion Rate"), provided, however, that on any redemption of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (Series B Preferred Stock or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock liquidation of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionCorporation, the right of conversion right will shall terminate at the close of business on the Business Day immediately full business day next preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements date fixed for such redemption or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior any amounts distributable on liquidation to the opening holders of business Series B Preferred Stock. The initial conversion price, subject to adjustment as provided herein, is equal to $4.6705 (the "Conversion Price"). The initial Conversion Rate for the Series B Preferred Stock shall be 1.7949 shares of Common Stock for each one share of Series B Preferred Stock surrendered for conversion. (b) The Corporation shall not issue fractions of shares of Common Stock upon conversion of Series B Preferred Stock or scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the provisions of this Section 8(b), be issuable upon conversion of any Series B Preferred Stock, the Corporation shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the Current Value (as defined in Section 12 below) of such fraction of a share of Common Stock, calculated to the nearest one-one hundredth (1/100) of a share. (c) In order to exercise the conversion privilege, the holder of any Series B Preferred Stock to be converted shall surrender its certificate or certificates therefor to the principal office of the transfer agent for the Series B Preferred Stock (or if no transfer agent be at the time appointed, then the Corporation at its principal office), and shall give written notice to the Corporation at such office that the holder elects to convert the Series B Preferred Stock represented by such certificates, or any number thereof. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, subject to any restrictions on transfer relating to shares of the next Interest Payment DateSeries B Preferred Stock or shares of Common Stock upon conversion thereof. If so required by the Corporation, thencertificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, notwithstanding in form satisfactory to the Corporation, duly authorized in writing. The date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of the certificates and notice shall be the conversion date. As soon as practicable after receipt of such notice and the surrender of the certificate or certificates for Series B Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered at such office to such holder, or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion and, if less than all shares of Series B Preferred Stock represented by the certificate or certificates so surrendered are being converted, a residual certificate or certificates representing the shares of Series B Preferred Stock not converted. (d) The Corporation shall at all times when the Series B Preferred Stock shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock. (e) Upon any such conversion, any accrued but unpaid dividends on the interest payable on such Interest Payment Date will Series B Preferred Stock surrendered for conversion (the "Unpaid Dividends") shall be paid paid: (1) to the registered Holder extent available and subject to the limitations contained in Section 9(c)(1), by conversion into additional shares of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need Common Stock; (2) to the extent the Unpaid Dividends can not be accompanied converted into Common Stock, if the Reimbursement Note has been paid in full, then in cash; and (3) any remaining Unpaid Dividends, by promissory note. A holder of shares of Series B Preferred Stock may waive the payment of an amount equal accrued but unpaid dividends in its sole discretion. If the holder of shares of the Series B Preferred Stock to the interest payable on such Interest Payment Date be converted accepts a promissory note as payment for any unpaid dividends accrued on the portion so shares to be converted, the promissory note shall be in substantially the same form as the Subordinated Note and will mature on the last day of the quarter following the payment in full of the Reimbursement Note. The number of additional shares issuable upon conversion of Common Stock to be issued in respect of any Unpaid Dividends shall be equal to the amount of such accrued but unpaid dividends divided by the Current Value of the Common Stock. To the extent that any such dividend would result in the issuance of a Security is fractional share of Common Stock (which shall be determined with respect to the aggregate number of shares of Common Stock held of record by dividing each holder) then the principal amount Current Value of the Security converted by the Applicable Conversion Price such fraction of a Share shall be paid in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will (unless there are no legally available funds with which to make such cash payment, in which event such cash payment shall be made as soon as possible). (f) All shares of Series B Preferred Stock which shall have been surrendered for any fractional interest. The conversion as herein provided shall no longer be deemed to be outstanding principal amount and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except only the right to the holder thereof to receive shares of Common Stock in exchange therefor and payment of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockaccrued and unpaid dividends thereon.

Conversion. The Holder Each share of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof Series A Convertible Preferred Stock shall be convertible into ten (or any portion 104 thereof that is an integral multiple of $2710) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Class A Common Stock of the Company), without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, subject to readjustment as provided herein below. The conversion ratio and equivalent conversion price in effect at right to convert any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is shares of Series A Convertible Preferred Stock called for redemption, the conversion right will terminate redemption shall expire at the close of business on the Business Day immediately preceding redemption date thereof. The holder of a share or shares of Series A Convertible Preferred Stock may exercise the corresponding Redemption Dateconversion rights, unless on an all or none basis with respect to the number of shares of the Series A Convertible Preferred Stock the holder owns, by delivering to the Company defaults during regular business hours, at the principal office of the Company, or at such other places as may be designated by the Company, the certificate or certificates for the shares to be converted, duly endorsed or assigned in making blank or to the payment due upon redemption. To convert a Security, a Holder must Company (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by it), accompanied in any event by written notice stating that the Security Registrar holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for Class A Common Stock are to be issued. Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business deemed to have been effected on the Regular Record Date date when such delivery is made, and such date is referred to herein as the "Conversion Date." As promptly as practicable thereafter the Company shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the Company, a certificate or certificates for the payment number of an installment full shares of interest Class A Common Stock to which he is entitled and prior a check in respect of any fraction of shares as provided below. The person in whose name the certificate or certificates for Class A Common Stock are to be issued shall be deemed to have become a holder of Class A Common Stock of record on the opening Conversion Date unless the transfer books of business the Company are closed on that date, in which event he shall be deemed to have become a holder of Class A Common Stock of Record on the next Interest Payment Datesucceeding date on which the transfer books are open, then, notwithstanding such conversion, but the interest payable on such Interest Payment Date will conversion rate shall be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price that in effect on the Conversion Date. No fractional The issuance of Class A Common Stock on conversion of Series A Convertible Preferred Stock shall be without charge to the converting holder of Series A Convertible Preferred Stock for any fee, expense or tax in respect of the issuance therefore, but the Company shall not be required to pay any fee, expense or tax which may be payable with respect of any transfer involved in the issuance and delivery of shares will in any name other than that of the holder of record on the books of the Company of the shares of Series A Convertible Preferred Stock converted, and the Company shall not, in any such case, be issued required to issue or deliver any certificate for shares of Class A Common Stock unless and until the person requesting the issuance thereof shall have paid to the Company the amount of such fee, expense or tax or shall have established to the satisfaction of the Company that such fee, expense or tax has been paid. The number of shares of Class A Common Stock deliverable upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security each share of Series A Convertible Preferred Stock shall be reduced by subject to adjustment from time to time upon the portion happening of the principal amount thereof converted into shares of Capital Stock.certain events as follows:

Conversion. The Holder (a) Subject to and upon compliance with the ---------- provisions of any Security has this Section 7, unless previously redeemed by the Corporation, the holders of shares of Series B Preferred Stock shall have the right, exercisable at such holders' option, at any time prior and from time to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such shares into fully paid and non-assessable shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the CompanyCorporation. The number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock shall be equal to $100.00 divided by the Conversion Price (as hereinafter defined) in effect at the time of conversion, determined as hereinafter provided. The price at which shares of Common Stock shall be delivered upon conversion (the "Conversion Price") shall initially be $7.00 (subject to the adjustments set out in this Section 7). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject right to adjustment under certain circumstances. If a Security is convert shares called for redemption, the conversion right will redemption pursuant to this Section 7 shall terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, date fixed for such redemption unless the Company defaults Corporation shall default in making payment of the payment due amount payable upon such redemption. To convert a Security, a Holder must . (1b) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after The holders of shares of Series B Preferred Stock at the close of business on a dividend payment record date shall be entitled to receive the Regular Record dividend payable on such shares on the corresponding Dividend Payment Date for notwithstanding the conversion thereof or the Corporation's default in payment of an installment the dividend due on such Dividend Payment Date. However, shares of interest Series B Preferred Stock surrendered for conversion during the period between the close of business on any dividend payment record date and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest corresponding Dividend Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest dividend payable on such Interest shares on such Dividend Payment Date. A holder of shares of Series B Preferred Stock on a dividend payment record date who (or whose transferee) surrenders any of such shares for conversion into shares of Common Stock on a Dividend Payment Date will receive the dividend payable by the Corporation on such shares of Series B Preferred Stock on such date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of Series B Preferred Stock for conversion. Except as provided above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the portion so convertedshares of Common Stock issued upon such conversion. (i) In order to exercise the conversion privilege, the holders of each share of Series B Preferred Stock to be converted shall surrender the certificate representing such share at the office of the transfer agent for the Series B Preferred Stock, appointed for such purpose by the Corporation, with the Notice of Election to Convert on the back of said certificate completed and signed. The Unless the shares of Common Stock issuable on conversion are to be issued in the same name in which such share of Series B Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax. (ii) As promptly as practicable after the surrender of the certificates for shares of Series B Preferred Stock as aforesaid, the Corporation shall issue and shall deliver at such office to such holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section 7, and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in paragraph (d) of this Section 7. (iii) Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for shares of Series B Preferred Stock shall have been surrendered and such notice received by the Corporation as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date, unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, and such notice received by the Corporation. All shares of Common Stock delivered upon conversion of the Series B Preferred Stock will upon delivery be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights. (d) The Conversion Price in effect at any time and the number and kind of securities issuable upon the conversion of each share of Series B Preferred Stock shall be subject to adjustment from time to time upon the happening of certain events, as follows: (i) In the event that the Corporation shall make a Security is determined by dividing PIK Dividend pursuant to Section 3 hereof after the principal amount third anniversary of the Security Date of Issuance, then the Conversion Price shall be reduced by five percent (5%); provided that a reduction in the Conversion Price pursuant to this subparagraph (i) shall be made only once. (ii) In case the Corporation shall hereafter (A) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock, (C) combine its outstanding Common Stock into a smaller number of shares, or (D) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation), the Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the holder of any share of Series B Preferred Stock converted by after such date shall be entitled to receive the Applicable aggregate number and kind of shares of Common Stock which, if such share of Series B Preferred Stock had been converted immediately prior to such record date or effective date, he would have owned upon such conversion and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (iii) In case the Corporation shall hereafter issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Conversion Price in effect on the record date with respect to such issuance, the Conversion DatePrice shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at the Conversion Price in effect immediately prior to the date of such issuance, and of which the denominator shall be the number of shares of Common Stock outstanding on the record date for determination of the Stockholders entitled to receive such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are then convertible). No fractional Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately prior to the date of such issuance; and to the extent that shares will of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. (iv) In case the Corporation shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in subparagraph (ii) above) or rights or warrants (excluding those referred to in subparagraph (iii) above), then in each such case the Conversion Price in effect thereafter shall be determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction, of which the numerator shall be the total number of outstanding shares of Common Stock multiplied by the Conversion Price in effect immediately prior to the date of such distribution, less the then fair market value (as determined in good faith by the Corporation's Board of Directors, irrespective of the accounting treatment thereof, whose determination shall be described in a certified Board Resolution) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and of which the denominator shall be the total number of outstanding shares of Common Stock multiplied by the Conversion Price in effect immediately prior to the date of such distribution. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately prior to the date of such distribution. (v) In case the Corporation shall hereafter issue shares of its Common Stock (excluding shares issued (A) in any of the transactions described in subparagraph (ii) above, (B) upon conversion but or exchange of securities convertible into or exchangeable for Common Stock, or upon conversion of rights or warrants issued to the holders of Common Stock, for which an adjustment has already been made pursuant to subparagraph (iii) above, (C) by grant to or upon exercise of options granted or to be granted to employees or directors pursuant to any employee benefit plan or program of the Corporation or any of its subsidiaries in existence on the Date of Issuance or subsequently approved by the Corporation's stockholders, (D) upon conversion of shares of Series B Preferred Stock, (E) to shareholders of any corporation which merges into the Corporation or a cash subsidiary of the Corporation in proportion to their stockholdings of such corporation immediately prior to such merger, upon such merger, (F) in a bona fide public offering pursuant to a firm commitment underwriting, or (G) pursuant to any stockholders rights plan of the Corporation) for a consideration per share of Common Stock less than the Conversion Price in effect on the date the Corporation fixes or has fixed the offering, conversion, exchange or exercise price of such additional shares, the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior thereto by a fraction, of which the numerator shall be the total number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares plus the number of shares of Common Stock which the aggregate consideration received (determined as provided in subparagraph (vii) below) for the issuance of such additional shares would purchase at the Conversion Price in effect on the date the Corporation fixes or has fixed the offering, conversion, exchange or exercise price of such additional shares, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. Such adjustment will shall be made successively whenever such an issuance is made and shall become effective immediately prior to the date of such issuance. (vi) In case the Corporation shall hereafter issue any securities convertible into or exchangeable for its Common Stock (excluding securities issued (A) in transactions described in subparagraphs (iii) and (iv) above or (B) pursuant to any stockholders rights plan of the Corporation) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities (determined as provided in subparagraph (vii) below) less than the Conversion Price in effect on the issuance date of such securities, the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such issuance by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock which the aggregate consideration received (determined as provided in subparagraph (vii) below) for such securities would purchase at the Conversion Price prior to any adjustment pursuant hereto, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the maximum number of shares of Common Stock of the Corporation deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange price or rate. Such adjustment shall be made successively whenever such an issuance is made and shall become effective immediately prior to date of issuance of such securities. (vii) For purposes of any computation respecting consideration received pursuant to subparagraphs (v) and (vi) above, the following shall apply: (A) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any fractional interest. The outstanding principal amount commissions, discounts or other expenses incurred by the Corporation for any underwriting of the issue or otherwise in connection therewith; (B) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Corporation (irrespective of the accounting treatment thereof), whose determination shall be conclusive and described in a certified Board Resolution; and (C) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Corporation for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Corporation upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this subparagraph (vii)). (viii) In case the Corporation is a participant in a consolidation, merger or combination with another corporation (other than with a wholly-owned subsidiary of the Corporation and other than a merger which does not result in any reclassification, conversion, exchange or cancellation of the Common Stock) or in case of any Security sale or transfer of all or substantially all of the assets of the Corporation, as a result of which holders of the Common Stock shall be reduced by entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or any share exchange whereby the portion Common Stock is converted into other securities or property of the principal amount thereof converted into Corporation, then as a condition to the consummation of such transaction, lawful and adequate provision shall be made so that the holder of each share of Series B Preferred Stock then outstanding shall have the right, with respect to such shares of Capital Series B Preferred Stock., to receive stock, other securities or property or assets (including

Conversion. The Holder (a) Prior to the Mandatory Conversion Date for each share of Series D Preferred Stock, such share of Series D Preferred Stock shall be convertible at the option of the holder thereof into fully paid and nonassessable shares of Common Stock, subject to the restrictions in this Section 9(a), or unless such restrictions are modified by written agreement between the Corporation and the holder of Series D Preferred Shares. In connection with the first issuance of up to 100,000 shares of Series D Preferred Stock by the Corporation to any Security has Person, (i) no share of Series D Preferred Stock may be converted during the rightfirst twenty-nine calendar days after the issuance of such share, exercisable (ii) up to 50,000 shares of Series D Preferred Stock may be converted on any Business Day that is 30 or more calendar days after the issuance thereof but less than 60 calendar days after the issuance thereof, and (iii) up to 100,000 shares of Series D Preferred Stock may be converted on any Business Day that is 60 or more calendar days after the issuance thereof. In connection with the issuance to any Person of shares of Series D Preferred Stock following the first issuance of 100,000 shares to such Person of Series D Preferred Stock, (i) no share of Series D Preferred Stock may be converted during the first twenty-nine calendar days after the issuance of such share, and (ii) any share of Series D Preferred Stock may be converted on any Business Day that is 30 or more days after the issuance thereof. A holder of shares of Series D Preferred Stock may not convert less than 10,000 shares of Series D Preferred Stock at any time prior to 5:00 p.m., New York City one time, on March 15, 2030, . Determination of which holders shall be entitled to convert during any 30 consecutive calendar day period shall be based upon the principal amount thereof holders which first deliver to the Corporation the conversion notice and certificates of Series D Preferred Stock specified in paragraph (or d) below, with any portion 104 thereof allocation between holders delivering the required conversion notice and certificates of Series D Preferred Stock on the same day to be made pro rata based upon the number of shares of Series D Preferred Stock submitted for conversion. In the event a holder of Series D Preferred Stock cannot effect a requested conversion of such holder's Series D Preferred Stock at the time requested, the Corporation shall, without further action on the part of such holder, convert such shares of Series D Preferred Stock into Common Stock on the earliest date that such conversion is an integral multiple possible under the terms of $27) these Articles Supplementary. In no event may the holder of Series D Preferred Stock convert a share of Series D Preferred Stock into shares of Capital Common Stock if such conversion would result in the holder of Series D Preferred Stock requesting the conversion thereof having beneficial ownership of 5% or more of the Corporation's then outstanding Common Stock. For purpose of these Articles Supplementary, "beneficial ownership" shall be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. (b) On the Mandatory Conversion Date for each share of Series D Preferred Stock, such share of Series D Preferred Stock shall be automatically converted into fully paid and nonassessable shares of Common Stock. (c) The number of shares of Common Stock deliverable upon conversion of a share of Series D Preferred Stock shall be equal to a fraction (i) the numerator of which is the Liquidation Value of the Series D Preferred Stock and (ii) the denominator of which is a Closing Trade Price for a Trading Day occurring within the Conversion Pricing Period mutually acceptable to the Corporation and the holder; provided, however, that if no Closing Trade Price is mutually acceptable to the Corporation and the holder, then the denominator shall be the Average Closing Trade Price for the applicable Conversion Pricing Period. (d) Prior to the Mandatory Conversion Date, the holders of Series D Preferred Stock may convert such Series D Preferred Stock into Common Stock by surrendering to the Corporation at the initial conversation rate principal office of 0.73 the Corporation in the State of Maryland (the "Transfer Agent") or at the office of any agent or agents of the Corporation, as may be designated by the Board of Directors, the certificate of such Series D Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of such shares in accordance with the provisions of this Section 9 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Capital Common Stock to be issued (a "Holder Conversion Notice"). In case a Holder Conversion Notice shall specify a name or names other than that of such holder, such Holder Conversion Notice shall be accompanied by payment of all transfer taxes, if any, payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series D Preferred Stock pursuant hereto. (e) After the Mandatory Conversion Date, the holders of Series D Preferred Stock may exchange certificates representing Series D Preferred Stock for each $27 certificates representing Common Stock by surrendering to the Transfer Agent such certificates representing Series D Preferred Stock. In case the holder of Series D Preferred Stock requests the Common Stock to be registered in aggregate principal amount a name or names other than that of Securities such holder, the Series D Preferred Stock submitted for conversion shall be accompanied by payment of all transfer taxes, if any, payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (equivalent to a other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion price of $37 per share Series D Preferred Stock pursuant hereto. (f) As promptly as practicable, and in any event within five Business Days after the date of Capital Stock delivery of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as shares of Series D Preferred Stock to be converted (and, if prior to the "Applicable Mandatory Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionDate, the conversion right will terminate Holder Conversion Notice), the Corporation shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of Series D Preferred Stock being converted shall be entitled and (ii) if less than the full number of shares of Series D Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series D Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares being converted. All conversions shall be deemed to have been made at the close of business on the Business Day immediately preceding date of delivery of the corresponding Redemption Holder Conversion Notice or the Mandatory Conversion Date, unless as the Company defaults case may be, so that the rights of the holder thereof as to the shares being converted shall cease except for the right to receive shares of Common Stock in making accordance herewith, and the payment due upon redemptionPerson entitled to receive the shares of Common Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. To convert a SecurityThe Corporation shall not be required to convert, a Holder must and no surrender of shares of Series D Preferred Stock shall be effective for that purpose, while the transfer books of the Corporation for the Common Stock are closed for any purpose (1) complete and sign a conversion notice substantially but not for any period in excess of 10 calendar days); but the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security of shares of Series D Preferred Stock for conversion after during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such shares of Series D Preferred Stock were surrendered, and at a rate of conversion which assumes the Conversion Pricing Period took place during the period immediately prior to the closing of such books. (g) In case any shares of Series D Preferred Stock are to be redeemed pursuant to Section 6, the right of conversion set forth in this Section 9 shall cease and terminate as to the shares of Series D Preferred Stock to be redeemed at the close of business business, Washington, D.C. time, on the Regular Record Date for date of delivery to the holders of Series D Preferred Stock of notice of redemption in accordance with Section 6(b), unless (i) the Corporation shall have received a Holder Conversion Notice in respect of such shares of Series D Preferred Stock prior to such time or (ii) the Corporation shall default in the payment of an installment the amount payable upon such redemption. (h) Upon conversion of interest any shares of the Series D Preferred Stock, all accrued and prior unpaid dividends up to (and including) the date of receipt by the Corporation of the Holder Conversion Notice or the Mandatory Conversion Date, as the case may be, whether or not declared, on each share of Series D Preferred Stock being converted shall become immediately due and payable in cash on the date of the issuance and delivery by the Corporation of the certificate representing the shares of Common Stock to which such holder of shares of the Series D Preferred Stock being converted is entitled. In the event that the Corporation is legally prohibited from paying such dividends on such date, the Corporation shall pay such unpaid dividends to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder holder of such Security on shares as soon thereafter as it is legally able to do so. (i) In connection with the conversion of any shares of Series D Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of fractional interest in an amount equal to such fractional interest multiplied by the interest payable Average Closing Trade Price for the applicable Conversion Pricing Period. If more than one share of Series D Preferred Stock shall be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on such Interest Payment Date conversion thereof shall be computed on the portion basis of the total number of shares of Series D Preferred Stock so convertedsurrendered. (j) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series D Preferred Stock, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series D Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock if necessary to permit the conversion of all outstanding shares of Series D Preferred Stock. (k) In case of any capital reorganization or reclassification of outstanding shares of Common Stock, or in the case of any consolidation or merger of the Corporation with or into another Person or in the case of any sale or conveyance to another Person of the property of the Corporation as an entirety or substantially as an entirety (each of the foregoing being referred to as a "Transaction"), at the option of the holder of any shares of Series D Preferred Stock, (i) each share of Series D Preferred Stock then outstanding shall thereafter be convertible into, in lieu of the Common Stock issuable upon such conversion prior to consummation of such Transaction, the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Transaction by a holder of that number of shares of Common Stock into which one share of Series D Preferred Stock was convertible, assuming that the Conversion Pricing Period related thereto ended on the day immediately preceding the consummation of such Transaction (including, on a pro rata basis, the cash, securities or property received by holders of Common Stock in any tender or exchange offer that is a step in such Transaction, insofar as receipt of such cash, securities or property in connection with any step in such Transaction does not result in the holders of Series D Preferred Stock receiving the aggregate more than such holders would otherwise be entitled to receive pursuant to this clause (i)) or (ii) each share of Series D Preferred Stock shall entitle the holder thereof to receive, upon presentation of the certificate therefor to the Surviving Person subsequent to the consummation of such Transaction (A) if the Surviving Person is a Qualified Person, that number of shares of Survivor Common Stock of the Surviving Person determined by multiplying the number of shares of Common Stock into which such share of Series D Preferred Stock was convertible, assuming that the Conversion Pricing Period related thereto ended on the day immediately preceding the consummation of such Transaction by a fraction, the numerator of which is the average Closing Trade Price for the Common Stock for twenty-one Trading Days preceding the date of consummation of such Transaction and the denominator of which is the average Closing Trade Price for the Survivor Common Stock for the twenty-one Trading Days preceding the consummation of the Transaction giving rise to the adjustment in this paragraph (k) or (B) if the Surviving Person is not a Qualified Person, $106 in cash per share of Series D Preferred Stock, payable in immediately available funds. The In any such case, if necessary, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions set forth in this Section 9 with respect to the rights and interests thereafter of the holders of shares of Series D Preferred Stock to the end that the provisions set forth herein for the protection of the conversion rights of the Series D Preferred Stock shall thereafter be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property deliverable upon conversion of the shares of Series D Preferred Stock remaining outstanding (with such adjustments in the conversion price and number of shares issuable upon conversion and such other adjustments in the provisions hereof as the Board of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion DateDirectors shall determine to be appropriate). No fractional shares will In case securities or property other than Common Stock shall be issued issuable or deliverable upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security as aforesaid, then all references to this Section 9 shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockdeemed to apply, so far as appropriate and as nearly as may be, to such other securities or property.

Conversion. The Holder Holders of any Security has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time prior to 5:00 p.m.the Conversion Expiration Date, New York City timeat their option, to cause the Conversion Agent to convert Trust Securities, on March 15behalf of the converting Holders, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at the an initial conversation rate of 0.73 2.6876 shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Trust Security (which is equivalent to a conversion price of $37 18.604 per share $50 principal amount of Capital Debentures), subject to certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the CompanyDebentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion ratio of such Trust Securities following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and equivalent unpaid Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion price in effect at any time are known of the Debentures shall be treated for all purposes as the "Applicable record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) On and after December 2, 1999, the Depositor may, at its option, cause the conversion rights of holders of the Debentures (and the corresponding conversion rights of Holders of Trust Securities) to expire; provided, however, that the Depositor may exercise this option only if for 20 trading days within any period of 30 consecutive trading days, including the last trading day of such period, the Current Market Price of Common Stock exceeds 120% of the Conversion Price" and . In order to exercise its option to terminate the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionconversion rights of the Debentures, the Depositor must issue a press release for publication on the Dow ▇▇▇▇▇ News Service announcing the Conversion Expiration Date prior to the opening of business on the second trading day after any period in which the condition in the preceding sentence has been met, but in no event prior to December 2, 1999. The press release shall announce the Conversion Expiration Date (which may not occur sooner than 30 nor more than 60 days after the Depositor issues the press release announcing its intention to terminate the conversion right rights of the Debentures) and provide the current Conversion Price and Current Market Price of Common Stock, in each case as of the close of business on the trading day next preceding the date of the press release. Conversion rights will terminate at the close of business on the Conversion Expiration Date. The Depositor, or at the request of the Depositor, the Property Trustee shall send notice of the expiration of conversion rights by first-class mail to the Holders of the Trust Securities and the holders of the Debentures not more than four Business Day immediately preceding Days after the corresponding Redemption DateDepositor issues the press release or, unless if the Company defaults in making Property Trustee is requested to send such notice, which shall be on the payment due upon redemption. To convert a Securitydate of such press release, a Holder must (1) complete and sign a conversion notice substantially in after the form attached hereto, (2) surrender Depositor delivers written instructions to the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if Property Trustee containing the information required by the Security Registrar or next sentence to be in the notice. Such mailed notice of the expiration of the conversion rights of the Holders shall state: (A) the Conversion Agent Expiration Date; (B) the Conversion Price of the Trust Securities and (4) pay any transfer or similar taxthe Current Market Price of the Common Stock, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after in each case as of the close of business on the Regular Record Date for Business Day next preceding the payment date of an installment the notice of interest and expiration of the conversion rights of the Holders; (C) the place or places at which Trust Securities may be surrendered prior to the opening Conversion Expiration Date for certificates representing shares of Common Stock; and (D) such other information or instructions as the Depositor deems necessary or advisable to enable a Holder to exercise its conversion right hereunder. No defect in the notice of expiration of the conversion rights of the Holders or in the mailing thereof with respect to any Trust Security shall affect the validity of such notice with respect to any other Trust Security. As of the close of business on the next Interest Payment Conversion Expiration Date, thenthe Debentures (and correspondingly, notwithstanding the Trust Securities) shall no longer be convertible into Common Stock. In the event that the Depositor does not exercise its option to terminate the conversion rights of the Debentures, the Conversion expiration Date with respect to the Trust Securities will be the close of business two Business Days preceding the date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially, pursuant to the Amended and Restated Trust Agreement of the Old Trust, appointed IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company, not in its individual capacity but solely as Conversion Agent shall remain the Conversion Agent under this Trust Agreement. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (v) No fractional shares of Common Stock will be issued as a result of conversion, the but, in lieu thereof, such fractional interest payable on such Interest Payment Date will be paid in cash by the Depositor to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of Conversion Agent in an amount equal to the interest payable on Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (vi) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Agreement or otherwise required of Capital Stockthe Property Trustee or the Trust to pay any amounts on account of such withholdings.

Conversion. (a) Subject to the Corporation’s redemption rights set forth in Section 6(b), each share of Series 1 Preferred Stock is convertible into shares of Common Stock at the election of the holder thereof by written notice to the Corporation (each, a “Conversion Notice”). The Holder Conversion Notice shall state: (i) the number of shares of Series 1 Preferred Stock to be converted; and (ii) that the shares of Series 1 Preferred Stock are to be converted pursuant to the applicable terms of the Series 1 Preferred Stock. Each such share of Series 1 Preferred Stock will convert into a number of shares of Common Stock determined by dividing (i) the sum of (A) 100% of the Stated Value plus (B) any Security has accrued but unpaid dividends to, but not including, the right, exercisable at any time Conversion Date (as defined below) (unless the Conversion Date is after a Dividend Record Date and prior to 5:00 p.m.the corresponding Dividend Payment Date, New York City timein which case no additional amount for such accrued and unpaid dividend will be included in such sum) by (ii) the conversion price of each share of Common Stock (the “Conversion Price”). The Conversion Price will be determined as follows: i. Provided there has been a Listing Event, on March 15the Conversion Price for such share of Series 1 Preferred Stock will be equal to the VWAP per share of Common Stock of the Corporation (or its successor) for the 20 Trading Days prior to the delivery date of the Conversion Notice. ii. If a Listing Event has not occurred, 2030the Conversion Price for such share of Series 1 Preferred Stock will be equal to 100% of the Corporation’s net asset value per share of Common Stock (“NAV per share”), if then established, and until the Corporation establishes a NAV per share, the Conversion Price will be equal to $25.00, or the initial offering price per share of common stock in Mobile’s initial public offering. A holder may elect to convert the principal amount thereof (all or any portion 104 thereof that is an integral multiple of $27its shares of Series 1 Preferred Stock by delivering a Conversion Notice stating its intent to convert such number of shares of Series 1 Preferred Stock into Common Stock. Subject to the Corporation’s redemption rights set forth in Section 6(b) and Section 7, the conversion of the shares of Series 1 Preferred Stock subject to a Conversion Notice (the “Conversion Shares”) into shares of Capital Common Stock will occur at the initial conversation rate end of 0.73 the 20th Trading Day after the Corporation’s receipt of such Conversion Notice (the “Conversion Date”). (b) Notwithstanding the foregoing, upon a holder providing a Conversion Notice, the Corporation will have the right (but not the obligation) to redeem, in its sole discretion, any or all of the Conversion Shares at a redemption price, payable in cash, equal to 100% of the Stated Value of each share of Series 1 Preferred Stock, plus any accrued but unpaid dividends (including the Mobile Preferred Accrual) thereon to, but not including, the redemption date (the “Redemption Price”): The Corporation, in its discretion, may elect to redeem, in whole or in part, any such shares of Capital Series 1 Preferred Stock for each $27 in aggregate principal amount by delivering a written notice of Securities (equivalent redemption to a conversion price the holder thereof on or prior to 10th Trading Day prior to the close of $37 per share of Capital Stock trading on the Conversion Date. If the Corporation elects to redeem such Conversion Shares, the Corporation shall pay the Redemption Price, without interest, to holder of the Company). The conversion ratio and equivalent conversion price redeemed Conversion Shares promptly following the delivery of a notice of redemption pursuant to this Section 6, but, in effect at any time are known as event, not later than the "Applicable Conversion Price" and Date, which payment date shall also be the "Applicable Conversion Ratio," respectivelyredemption date for purposes of this Section 6; provided, and are subject however, that if the Corporation exercises its redemption right pursuant to adjustment under certain circumstancesSection 7, such shares shall be redeemed in accordance with the procedures set forth in Section 7. If a Security notice of redemption is not delivered by the Corporation by the 10th Trading Day prior to the close of trading on the Conversion Date, the Conversion Shares shall thereafter convert into shares of Common Stock, effective as of the close of trading on the Conversion Date. (c) Holders of Series 1 Preferred Stock shall not have the right to convert any shares that the Corporation has elected to redeem pursuant to this Section 6 or Section 7. Accordingly, if the Corporation has provided a notice of redemption with respect to some of all of the Series 1 Preferred Stock, holders of any Series 1 Preferred Stock that the Corporation has called for redemption shall not be permitted to exercise their conversion right pursuant to Section 6 in respect of any of the shares that have been called for redemption, and such shares of Series 1 Preferred Stock shall not be so converted and the conversion right will terminate holders of such shares shall be entitled to receive on the applicable redemption date the applicable redemption price. (d) Written notice as to the redemption of any Conversion Shares pursuant to this Section 6 shall be given by first class mail, postage pre-paid, to each such record holder of such shares of Series 1 Preferred Stock at the respective mailing addresses of each such holder as the same shall appear on the stock transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any such shares of Series 1 Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which Series 1 Preferred Stock may then be listed or admitted to trading, such notice shall state: (i) the redemption date (which may not be after the Conversion Date); (ii) the Redemption Price payable on the redemption date, including, without limitation, a statement as to whether or not accumulated, accrued and unpaid dividends shall be payable as part of the Redemption Price, or payable on the next Dividend Payment Date to the record holder at the close of business on the Business Day immediately preceding relevant Dividend Record Date as described above; (iii) that the corresponding Redemption Series 1 Preferred Stock is being redeemed pursuant to this Section 6; and (iv) that dividends on the shares of Series 1 Preferred Stock to be redeemed will cease to accrue on such redemption date. If less than all the Conversion Shares are to be redeemed, the notice mailed to such holder also shall specify the number of Conversion Shares to be redeemed. (e) If notice of redemption of any shares of Series 1 Preferred Stock has been given and if the funds necessary for such redemption have been set apart by the Corporation for the benefit of the holders of any shares of Series 1 Preferred Stock so called for redemption, then, from and after the redemption date, dividends will cease to accrue on such shares of Series 1 Preferred Stock, such shares of Series 1 Preferred Stock shall be redeemed in accordance with the notice and shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the cash payable upon such redemption without interest thereon. No further action on the part of the holders of such shares shall be required. (f) In the event of any conversion or redemption pursuant to Section 6, if the Conversion Date or redemption date, as applicable, occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, unless the Company defaults dividend payable on such Dividend Payment Date in making respect of such shares converted or called for redemption, as applicable, shall be payable on such Dividend Payment Date to the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after holders of record at the close of business on such Dividend Record Date, and shall not be payable in connection with the Regular Record Date for the payment conversion or redemption of an installment of interest and prior such shares. (g) Notwithstanding anything to the opening contrary contained herein, no holder of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date shares of Series 1 Preferred Stock will be paid entitled to the registered Holder convert such shares of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted Series 1 Preferred Stock into shares of Capital StockCommon Stock to the extent that receipt of such shares of Common Stock would cause the holder of such shares of Common Stock (or any other person) to violate the restrictions on transfer and ownership set forth in Article VII of the Charter.

Conversion. The Holder Series C Preferred Shares shall automatically convert into Common Shares, as follows: (a) If the Corporation fails to send to the holders of Series C Preferred Shares a Redemption Notice or sends a Conversion Notice as provided in Section 5(a), each Series C Preferred Share will automatically be converted into the number of fully paid and non-assessable Common Shares obtained by dividing the aggregate Liquidation Preference of such Series C Preferred Shares by the Conversion Price. (i) Holders of Series C Preferred Shares at the close of business on any Dividend Payment Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the conversion thereof (and of any Security has accrued and unpaid dividends to the right, exercisable at any time date of conversion) following such Dividend Payment Record Date and prior to 5:00 p.m.such Dividend Payment Date. A holder of Series C Preferred Shares on a Dividend Payment Record Date whose Series C Preferred Shares are converted into Common Shares on such Dividend Payment Date will receive the dividend payable by the Corporation on such Series C Preferred Shares on such date, New York City timeand the converting holder need not pay to the Corporation the amount of such dividend upon conversion. (b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the Election Date, and the person or persons in whose name or names any Common Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Common Shares represented thereby at such time on March 15such date, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock and such conversion shall be at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price Conversion Price in effect at any such time are known as and on such date unless the "Applicable Conversion Price" and stock transfer books of the "Applicable Conversion Ratio," respectivelyCorporation shall be closed on that date, and are subject in which event such person or persons shall be deemed to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate have become such holder or holders of record at the close of business on the Business 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 on which such notice of conversion shall have been received by the Corporation. (c) No fractional shares or scrip representing fractions of Common Shares shall be issued upon conversion of the Series C Preferred Shares. Instead of any fractional interest in a Common Share that would otherwise be deliverable upon the conversion of a Series C Preferred Share, the Corporation shall pay to the holder of such Series C Preferred Share an amount in cash based upon the Current Market Price of Common Shares on the Trading Day immediately preceding the corresponding Redemption date of conversion. If more than one Series C Preferred Share shall be converted at one time by the same holder, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series C Preferred Shares so surrendered. (d) The Fixed Conversion Price shall be adjusted from time to time as follows: (i) If, after the Issue Date, unless the Company defaults Corporation (A) pays a dividend or make a distribution on its shares of capital stock in making Common Shares, (B) subdivides its outstanding Common Shares into a greater number of shares, (C) combines its outstanding Common Shares into a smaller number of shares or (D) issues any shares of capital stock by reclassification of its Common Shares (the payment due upon redemption. To convert a Securityevents set forth in clauses (A), a Holder must (1B), (C) complete and sign a (D) above being hereinafter referred to as the “Common Share Events”), the Fixed Conversion Price shall be adjusted so that the holder of any Series C Preferred Share thereafter surrendered for conversion notice substantially shall be entitled to receive the number of Common Shares that such holder would have owned or have been entitled to receive after the happening of any of any Common Share Event, had such Series C Preferred Share been converted immediately prior to the record date in the form attached heretocase of a dividend or distribution or the effective date in the case of a subdivision, combination or reclassification. An adjustment made pursuant to this subparagraph (2i) surrender shall become effective immediately upon the Security opening of business on the day next following the record date (subject to paragraph (h) below) in the case of a dividend or distribution and shall become effective immediately upon the opening of business on the day next following the effective date in the case of a subdivision, combination or reclassification. (ii) If, after the Issue Date, the Corporation issues rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 days after the record date mentioned below in this subparagraph (ii)) to subscribe for or purchase Common Shares at a price per share less than the Current Market Price per Common Share on the record date for the determination of stockholders entitled to receive such rights, options or warrants, then the Fixed Conversion AgentPrice shall be adjusted to equal the price determined by multiplying (A) the Fixed Conversion Price by (B) a fraction, the numerator of which shall be the sum of (3I) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after number of Common Shares outstanding on the close of business on the Regular Record Date date fixed for such determination and (II) the payment number of an installment Common Shares that the aggregate proceeds to the Corporation from the exercise of interest such rights, options or warrants for Common Shares would purchase at such Current Market Price, and prior the denominator of which shall be the sum of (I) the number of Common Shares outstanding on the close of business on the date fixed for such determination and (II) the number of additional Common Shares offered for subscription or purchase pursuant to such rights, options or warrants. Such adjustment shall become effective immediately upon the opening of business on the day next Interest Payment Datefollowing such record date (subject to paragraph (h) below). In determining whether any rights, thenoptions or warrants entitle the holders of Common Shares to subscribe for or purchase Common Shares at less than such Current Market Price, notwithstanding there shall be taken into account any consideration received by the Corporation upon issuance and upon exercise of such conversionrights, options or warrants, the interest payable on such Interest Payment Date will be paid to the registered Holder value of such Security on such Regular Record Date. In such eventconsideration, such Securityif other than cash, when surrendered to be determined by the Board of Directors, whose determination shall be conclusive, absent manifest error. (iii) If the Corporation distributes to all holders of its Common Shares any shares of capital stock of the Corporation (other than Common Shares), evidence of its indebtedness or assets or cash dividends in excess of $0.11 in any month or rights or warrants to subscribe for conversionor purchase any of its securities (excluding those rights and warrants referred to in and treated under subparagraph (ii) above) (any of the foregoing being hereinafter in this subparagraph (iii) called the “Securities”), need not then in each case the Fixed Conversion Price shall be accompanied adjusted so that it shall equal the price determined by payment multiplying (A) the Fixed Conversion Price by (B) a fraction, the numerator of an amount equal to which shall be the interest payable on such Interest Payment Date Current Market Price per Common Share on the portion so converted. The number of shares issuable upon conversion of a Security is record date mentioned below less the then fair market value (as determined by dividing the principal amount Board of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Directors, whose determination shall be reduced by conclusive, absent manifest error) of the portion of the principal shares of capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one Common Share, and the denominator of which shall be the Current Market Price per Common Share on the record date mentioned below. Such adjustment shall become effective immediately upon the opening of business on the day next following (subject to paragraph (h) below) the record date for the determination of stockholders entitled to receive such distribution. For the purposes of this subparagraph (iii), the distribution of a Security, which is distributed not only to the holders of the Common Shares on the date fixed for the determination of stockholders entitled to such distribution of such Security, but also is required to be distributed with each Common Share delivered to a Person converting a Series C Preferred Share after such determination date, shall not require an adjustment of the Fixed Conversion Price pursuant to this subparagraph (iii); provided that on the date, if any, on which a person converting a Series C Preferred Share would no longer be entitled to receive such Security with a Common Share (other than as a result of the termination of all such Securities), a distribution of such Securities shall be deemed to have occurred, and the Fixed Conversion Price shall be adjusted as provided in this subparagraph (iii) (and such day shall be deemed to be “the date fixed for the determination of the stockholders entitled to receive such distribution” and “the record date” within the meaning of the two preceding sentences). The occurrence of a distribution or the occurrence of any other event as a result of which holders of Series C Preferred Shares shall not be entitled to receive rights, including exchange rights (the “Rights”), pursuant to any stockholders protective rights agreement (the “Agreement”) that may be adopted by the Corporation as if such holders had converted such shares into Common Shares immediately prior to the occurrence of such distribution or event shall not be deemed a distribution of Securities for the purposes of any Fixed Conversion Price adjustment pursuant to this subparagraph (iii) or otherwise give rise to any Fixed Conversion Price adjustment pursuant to this Section 7; provided, however, that in lieu of any adjustment to the Fixed Conversion Price as a result of any such a distribution or occurrence, the Corporation shall make provision so that Rights, to the extent issuable at the time of conversion of any Series C Preferred Shares into Common Shares, shall issue and attach to such Common Shares then issued upon conversion in the amount thereof and manner and to the extent and as provided in the Agreement in respect of issuances at the time of Common Shares other than upon conversion. (iv) If, at any time or from time to time after the Issue Date, the Corporation issues or sells any Common Shares (other than in connection with any underwritten public offering and issuances to unaffiliated third parties for an acquisition on an arm’s-length basis) (“Additional Shares”) for a consideration per share that is less than the Current Market Price on the Business Day immediately preceding the earlier of the issuance or sale, or public announcement of the issuance or sale, of such Additional Shares, then the Fixed Conversion Price shall be reduced to an amount determined by multiplying the Fixed Conversion Price by a fraction of which (x) the numerator is the sum of (i) the product of (A) the number of Common Shares outstanding immediately prior to such issuance or sale multiplied by (B) the greater of (1) the Fixed Conversion Price and (2) the Closing Price on the date preceding the earlier of the issuance or sale or public announcement of the issuance or sale of such Additional Shares (the greater of (1) and (2) above hereinafter referred to as the “Adjustment Price”) and (ii) the aggregate consideration receivable by the Corporation for the total number of Common Shares so issued or sold, and (y) the denominator equals the product of (i) the sum of (A) the total number of Common Shares outstanding immediately prior to such issuance or sale and (B) the number of additional Common Shares issued or sold, multiplied by (ii) the Adjustment Price. An adjustment made pursuant to this subparagraph (iv) shall be made on the next Business Day following the date on which any such issuance or sale is made and shall be effective retroactively to the close of business on the date of such issuance or sale. (v) No adjustment in the Fixed Conversion Price shall be required unless such adjustment would require a cumulative increase or decrease of at least 1 % in such price; provided, however, that any adjustments that by reason of this subparagraph (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment until made; and provided, further, that any adjustment shall be required and made in accordance with the provisions of this Section 7 (other than this subparagraph (v)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of Common Shares. Notwithstanding any other provisions of this Section 7, the Corporation shall not be required to make any adjustment of the Fixed Conversion Price for the issuance of any Common Shares pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Common Shares under such plan. All calculations under this Section 7 shall be made to the nearest cent (with $.005 being rounded upward) or to the nearest one-tenth of a share (with .05 of a share being rounded upward), as the case may be. Anything in this paragraph (d) to the contrary notwithstanding, the Corporation shall be entitled, to the extent permitted by law, to make such reductions in the Fixed Conversion Price, in addition to those required by this paragraph (d), as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, reclassification or combination of shares, distribution of rights, options or warrants to purchase stock or securities, or a distribution of other assets (other than cash dividends) hereafter made by the Corporation to its stockholders shall not be taxable. (e) If the Corporation becomes party to any transaction (including without limitation a merger, consolidation, statutory share exchange, self tender offer for all or substantially all Common Shares outstanding, sale of all or substantially all of the Corporation’s assets or recapitalization of the Common Shares but excluding any Common Share Events (each of the foregoing being referred to herein as a “Transaction”), in each case as a result of which Common Shares shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each Series C Preferred Share that is not redeemed or converted into the right to receive stock, securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of shares of Capital Stock.stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of Common Shares into which one Series C Preferred Share was convertible immediately prior to such Transaction, assuming such holder of Common Shares (i) is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person and (ii) failed to exercise his or her rights of the election, if any, as to the kind or amount of stock, securities and other property (including cash) receivable upon such Transaction (provided that if the kind or amount of stock, securities and other property (including cash) receivable upon such Transaction is not the same for each Common Share held immediately prior to such Transaction by other than a Constituent Person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purpose of this paragraph (e) the kind and amount of stock, securities and other property (including cash) receivable upon such Transaction by each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). The Corporation shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this paragraph (e), and it shall not consent or agree to the occurrence of any Transaction until the Corporation has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Series C Preferred Shares that will contain provisions enabling the holders of the Series C Preferred Shares that remain outstanding after s

Conversion. The (a) At the option and election of the Holder thereof, each share of Series A Preferred Stock, and any Security has unpaid dividends accumulated thereon (including any Arrearages and any dividends accumulated thereon) to the rightConversion Date (as defined below), exercisable whether or not such dividends have been declared, may be converted in the manner provided herein at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into fully paid and nonassessable shares of Capital Stock at Common Stock. As of the initial conversation rate Conversion Date with respect to a share of 0.73 Series A Preferred Stock, such share shall be converted into that number (the "Conversion Number") of shares of Capital Common Stock equal to the quotient of (A) the sum of (i) the Share Purchase Price for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelySeries A Preferred Stock, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must plus (1ii) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable all unpaid dividends accumulated on such Interest Payment share of Series A Preferred Stock (including any Arrearages and any dividends accumulated thereon) to the Conversion Date on whether or not such dividends have been declared, divided by (B) the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional . (b) Conversion of shares will of the Series A Preferred Stock may be issued effected by any Holder thereof upon conversion but a cash adjustment will be made for any fractional interest. The outstanding the surrender to the Corporation at the principal amount office of the Corporation or at the office of any Security agent or agents of the Corporation, as may be designated by the Board of Directors and identified to the Holders in writing upon such designation, of the certificate for such shares of Series A Preferred Stock to be converted accompanied by a written notice stating that such Holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and specifying the name or names in which such Holder wishes the certificate or certificates for shares of Common Stock to be issued. In case such notice shall specify a name or names other than that of such Holder, such notice shall be reduced accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation shall pay any and all documentary, stamp or similar issue or transfer taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock pursuant hereto. As promptly as practical, and in any event within three (3) Business Days after the Conversion Date (or fifteen (15) calendar days after the Conversion Date if the physical delivery of any certificate is involved), the Corporation shall deliver or cause to be delivered as directed by the portion Holder being converted (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such Holder shall be entitled to, (ii) any cash that is required to be paid pursuant to subsections (c) and (d) of this Section A, and (iii) if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series A Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series A Preferred Stock being converted. Such conversion shall be deemed to have occurred at the close of business on the date (the "Conversion Date") of the principal amount thereof giving of such notice by the Holder to be converted into and of such surrender of the certificate or certificates representing the shares of Capital Series A Preferred Stock to be converted so that as of such time the rights of the Holder thereof as to the shares being converted shall cease, except for the right to receive certificates representing shares of Common Stock and/or cash in accordance herewith, and the Holder entitled to receive the shares of Common Stock issued as a result of such conversion shall be treated for all purposes as having become the holder of such shares of Common Stock at such time. (c) In the event that the Series A Preferred Stock is to be redeemed or converted pursuant to Section V.B hereof, from and after 5:00 p.m. New York City time on the Trading Day immediately preceding (i) the Change of Control Redemption Date or the date of the Change of Control Approval (in the case of the procedures set forth in Section C of Article V), or (ii) the date of the consummation of the Change of Control or the date of the Change of Control Approval (in the case of the procedures set forth in Section D of Article V), the right of a Holder to convert shares of Series A Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment thereof on the Change of Control Redemption Date or such later date as provided pursuant to Section C of Article V (in the case of the procedures set forth in Section C of Article V) or the date of the consummation of the Change of Control or such later date as provided pursuant to Section D of Article V (in the case of the procedures set forth in Section D of Article V), in which case all such rights shall continue unless and until such shares are redeemed or converted, as the case may be, and such price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series A Preferred Stock on or prior to any (i) Change of Control Redemption Date or the date of the Change of Control Approval (in the case of the procedures set forth in Section C of Article V), or (ii) the date of the consummation of the Change of Control or the date of the Change of Control Approval (in the case of the procedures set forth in Section D of Article V), such shares of Series A Preferred Stock shall be converted by the Corporation into Common Stock in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued. If more than one share of Series A Preferred Stock shall be surrendered for conversion by the same Holder on the same Conversion Date, the number of full shares of Common Stock issuable on conversion thereof shall be computed on the basis of the total number of shares of Series A Preferred Stock so surrendered. If the conversion of any shares of Series A Preferred Stock results in a fraction of a share of Common Stock, an amount equal to such fraction multiplied by the Closing Price per share of Common Stock on the Trading Day immediately preceding the day of conversion shall be paid to such Holder in cash by the Corporation. (e) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series A Preferred Stock in accordance with the terms hereof, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series A Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock if necessary to permit the conversion of all outstanding shares of Series A Preferred Stock.

Conversion. The (A) Each Holder of any Security has Series A Preferred Stock shall have the right, exercisable right at any time prior to 5:00 p.m., New York City time, on March 15, 2030at its option, to convert convert, subject to the principal amount thereof (terms and provisions of this Section 5, any or any portion 104 thereof that is an integral multiple all of $27) into such Holder’s shares of Capital Series A Preferred Stock at the an initial conversation conversion rate of 0.73 5.7471 shares of Capital fully paid and non-assessable shares of Common Stock for each $27 (subject to adjustment as provided in aggregate principal amount of Securities (equivalent to a conversion price of $37 this Section 5, the “Conversion Rate”) per share of Capital Series A Preferred Stock; provided, however, that prior to the receipt of Shareholder Approval (the period prior to such Shareholder Approval the “Approval Period”) shares of Series A Preferred Stock shall not be convertible pursuant to this Section 5 in the aggregate into more than 19.99% of the Companyshares of Common Stock outstanding on the Original Issue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) (such limitation, the “Conversion Cap”). The Shares of Series A Preferred Stock shall immediately and permanently cease to be subject to the Conversion Cap upon the receipt of Shareholder Approval. If on any day during the Approval Period, the holders of Series A Preferred Stock provide notice of an election to convert that would result in the Series A Preferred Stock converting into more than the Conversion Cap, the Company shall determine in its sole and absolute discretion which Holder(s) and how many shares of Series A Preferred Stock held by any such Holder(s) shall be allowed to convert solely to prevent conversion ratio into more than the Conversion Cap. For the avoidance of doubt and equivalent notwithstanding anything in this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) to the contrary, the Conversion Cap shall not in any way limit the amounts that may be added to the Liquidation Preference. Upon conversion price of any share of Series A Preferred Stock, the Company shall deliver to the converting Holder, in respect of each share of Series A Preferred Stock being converted, a number of shares of Common Stock equal to the Conversion Rate, together with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 13 and any dividend pursuant to Section 2(E), on the third Trading Day immediately following the relevant Conversion Date. (B) Before any Holder shall be entitled to convert a share of Series A Preferred Stock as set forth above, such Holder shall (i) in the case of a beneficial interest in a Global Preferred Stock, comply with the procedures of the Depository in effect at any that time are known and (ii) in the case of Certificated Preferred Stock (1) complete, manually sign and deliver an irrevocable notice to the office of the Transfer Agent as set forth in the "Applicable Form of Notice of Conversion Price" (or a facsimile thereof) substantially in the form of Exhibit B hereto (a “Notice of Conversion”) and state in writing therein the number of shares of Series A Preferred Stock to be converted and the "Applicable name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered to be registered, (2) surrender such shares of Series A Preferred Stock, at the office of the Transfer Agent and (3) if required, furnish appropriate endorsements and transfer documents. The Transfer Agent shall notify the Company of any conversion pursuant to this Section 5 on the Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesDate for such conversion. The date on which a Holder complies with the procedures in this clause (B) is the “Conversion Date.” If a Security is called more than one share of Series A Preferred Stock shall be surrendered for redemptionconversion at one time by the same Holder, the number of shares of Common Stock to be delivered upon conversion right will terminate at of such shares of Series A Preferred Stock shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered. (C) Immediately prior to the close of business on the Business Day immediately preceding Conversion Date with respect to a conversion, a converting Holder of Series A Preferred Stock shall be deemed to be the corresponding Redemption Date, unless holder of record of the Common Stock issuable upon conversion of such Holder’s Series A Preferred Stock notwithstanding that the share register of the Company defaults shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder. On the date of any conversion, all rights with respect to the shares of Series A Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, excepting only the rights of holders thereof to (i) receive certificates for the number of whole shares of Common Stock into which such shares of Series A Preferred Stock have been converted (with a cash payment in making lieu of any fractional share of Common Stock in accordance with Section 13); (ii) exercise the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in rights to which they are thereafter entitled as holders of the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent Common Stock; and (4iii) pay receive any transfer dividend payable notwithstanding the conversion. (D) The Conversion Rate shall be adjusted, without duplication, upon the occurrence of any of the following events: (i) If the Company exclusively issues shares of Common Stock as a dividend or similar taxdistribution on all shares of its Common Stock, or if required. Upon conversionthe Company effects a share split or share combination, no adjustment the Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 x OS1 OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or payment will be made for interest distribution, or dividendsimmediately prior to the open of business on the Effective Date of such share split or share combination, but if any Holder surrenders a Security for conversion as the case may be; CR1 = the Conversion Rate in effect immediately after the close of business on the Regular Record Date for such dividend or distribution, or immediately after the payment of an installment of interest and prior to the opening open of business on the next Interest Payment DateEffective Date of such share split or share combination, thenas the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, notwithstanding or immediately prior to the open of business on the Effective Date of such conversionshare split or share combination, as the case may be; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 5(D)(i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 5(D)(i) is declared but not so paid or made, the interest payable on Conversion Rate shall be immediately readjusted, effective as of the date the Board determines not to pay such Interest Payment Date will be paid dividend or distribution, to the registered Holder Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (ii) If the Company distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period expiring not more than 45 days immediately following the announcement date of such Security distribution, to purchase or subscribe for shares of its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, the Conversion Rate shall be increased based on the following formula: CR1 = CR0 x OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such Regular distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date. In Date for such eventdistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, such Security, when surrendered for conversion, need not be accompanied by payment options or warrants; and Y = the number of an amount shares of Common Stock equal to the interest aggregate price payable on to exercise such Interest Payment rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution. Any increase made under this Section 5(D)(ii) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the close of business on the portion so convertedRecord Date for such distribution. The To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares issuable of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the Board determines not to make such distribution, to be the Conversion Rate that would then be in effect if such Record Date for such distribution had not occurred. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate shall not be adjusted until the triggering events occur. For purposes of this Section 5(D)(ii), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of a Security is such consideration, if other than cash, to be determined by dividing the principal amount Board. (iii) If the Company makes distributions to all or substantially all holders of its Common Stock consisting of shares of its Capital Stock, evidence of indebtedness or other assets or properties, excluding: (1) dividends or other distributions (including share splits), rights, options or warrants as to which an adjustment is effected in clause (i) or (ii) above or in clause (vi) below: (2) dividends or other distributions covered by clause (iv) below: (3) dividends or other distributions that constitute Exchange Property following a Reorganization Event: (4) Spin-offs to which the provisions set forth below in this Section 5(D)(iii) shall apply, the Conversion Rate shall be increased based on the following the formula: CR1 = CR0 x M where: CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; M = the average of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion Closing Sale Prices of the principal amount thereof converted into shares of Capital Stock.Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and

Conversion. The Holder of any Security has 6.1 On the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionDate, the conversion right will terminate at Company shall simultaneously convert, or procure the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventof, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal maximum amount of the Security converted by Loan together with all accrued interest into fully paid Ordinary Shares at the Applicable Conversion Price so as not to result in effect either Lender holding a Control Stake (as defined in the Shareholders Agreement). 6.2 If after the conversion under clause 6.1, a portion of the Loan and/or any accrued interest remains outstanding, then on written demand of the Lender, the Company shall convert, or procure the Conversion of, the un-converted balance of the Loan and accrued interest in one or more tranches into fully paid Ordinary Shares of the Company at the Conversion Price, provided that the Lender may not make such a conversion demand prior to 27 December 2019 if a Qualified Financing has not occurred. 6.3 If the calculation in clause 6.1 or clause 6.2 does not result in a round number of Ordinary Shares to be issued on the Conversion Date. No , then the Borrower shall issue to the Lender the number of Ordinary Shares rounded down to the nearest whole number, as issuance of fractional shares will is prohibited, provided, however, that the Borrower shall notify each Lender within three (3) Business Days of the Conversion Date of its right to acquire one additional Ordinary Share if the Lender pays to the Borrower within ten (10) Business Days of such notice from the Borrower the value of the difference between (x) the value of the fractional share the Lender otherwise would be entitled to receive where it not prohibited and (y) the price of a single Ordinary Share determined in accordance with clause 6.1. 6.4 As soon as reasonably practicable after the Conversion Date, the Borrower shall dispatch to each Lender the certificates for the relevant number of Ordinary Shares to which it is entitled under this clause 6. Each Ordinary Share arising on Conversion shall be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal and allotted at such premium to reflect the difference between the nominal amount of any Security the Ordinary Share and the price per share as determined above. 6.5 The Ordinary Shares shall be reduced by the portion credited as fully paid and rank pari passu with shares of the principal amount thereof converted into shares same class in issue on the Conversion Date and shall carry the rights as set out in the Shareholders Agreement and the Articles of Capital StockAssociation, which shall be amended to conform to the Shareholders Agreement.

Conversion. The At any time after 90 days following the latest date of original issuance of the Notes and prior to the close of business on September 15, 2007, a Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to a Note may convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such Note into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ; PROVIDED, HOWEVER, that if the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day immediately preceding before the corresponding Redemption Date, redemption date of such Note (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is $78.375 per share, subject to adjustment under certain circumstances as described in the Indenture. The number of shares issuable upon redemptionconversion of a Note is determined by dividing the principal amount converted by the conversion price in effect on the conversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; PROVIDED, HOWEVER, that no such payment shall be required if such Note has been called for redemption on a redemption date within the Applicable Conversion Price in effect period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note may be converted into shares only if the notice of Capital Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Holder (a) Subject to the provisions for adjustment hereinafter set forth, (i) each share of any Security has the right, exercisable Series B Preferred Stock shall be convertible at any time prior and from time to 5:00 p.m., New York City time, on March 15, 2030, to convert at the principal amount option of the holder thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, herein referred to as an "Optional Conversion") and (ii) all shares of Series B Preferred Stock shall be converted upon the interest payable on occurrence of a Liquidity Event or the written election of the Required Holders (such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment herein referred to as a "Mandatory Conversion"), in each case into fully paid and nonassessable shares of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedCommon Stock. The number of shares of Common Stock deliverable upon conversion of a share of Series B Preferred Stock, adjusted as hereinafter provided, is referred to herein as the "Conversion Ratio." After giving effect to the reverse stock split of the Common Stock on the date hereof, the Conversion Ratio shall initially hereinafter be 1.1611 in respect of the Series B1 Preferred Stock and 3.6199 in respect of the Series B2 Preferred Stock, subject to adjustment from time to time after the date hereof pursuant to paragraph (f) of this Section 7. No fractional shares shall be issued upon the conversion of any shares of Series B Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a Security is holder thereof shall be aggregated for purposes of determining whether conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common Stock, the Company shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the same fraction applied to the Current Market Price of a share of Common Stock on the date of conversion (as determined by dividing the principal amount of the Security converted in good faith by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockBoard).

Conversion. The Holder Series A Preferred Stock shall be convertible into Common Stock as follows (all capitalized terms to have the meaning set forth in a Rights Agreement (the “Rights Agreement”) dated as of , 2006 between the Corporation and American Stock Transfer and Trust Company, which are incorporated herein by reference, unless otherwise defined herein): (A) Subject to and upon compliance with the provisions of this Section 4, the holder of any Security has shares of Series A Preferred Stock shall have the right, exercisable at such holder’s option, at any time or from time to time after the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the board of directors of the Corporation prior to 5:00 p.m.such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Excluded Person) of, New York City timeor of the first public announcement of the intention of any Person (other than an Excluded Person) to commence a tender or exchange offer, on March the consummation of which would result in any Person, including such Person’s Associates and Affiliates (other than an Excluded Person) becoming the Beneficial Owner of Common Stock aggregating fifteen (15, 2030%) percent (or such lesser percentage as may be fixed by the board of directors of the Corporation pursuant to the Rights Agreement) or more of the then outstanding Common Stock, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into such shares of Capital Series A Preferred Stock at the initial conversation rate of 0.73 into fully paid and nonassessable shares of Capital Common Stock for each $27 in aggregate principal amount as follows: the number of Securities Shares of Common Stock into which one share of Series A Preferred Stock may be converted is computed by dividing (equivalent to a conversion i) the Liquidation Amount (as hereinafter defined) by (ii) 50% of the current per share market price of $37 per share of Capital the Common Stock of (as defined in the Company). The conversion ratio and equivalent conversion price in effect at any time are known Rights Agreement) on the date on which the Series A Preferred Stock first becomes convertible into Common Stock (said amount being referred to herein as the "Applicable “Conversion Price" ” and the "Applicable Conversion Ratio," respectively, and are being subject to adjustment under certain circumstances. If a Security is called for redemptionpursuant to Section 4(D) hereof). (B) Subject to Subsection 4(A) above, the holder of any shares of Series A Preferred Stock may exercise the conversion right will terminate at specified in Subsection 4(A) by surrendering to the close Corporation or any transfer agent of business the Corporation the certificate or certificates for the shares to be converted, accompanied by written notice specifying the number of shares to be converted. Conversion shall be deemed to have been effected on the Business Day immediately preceding date when delivery of notice of an election to convert and certificates for the corresponding Redemption shares to be converted are delivered to the Corporation or the transfer agent. Such date is referred to herein as the “Conversion Date.” Subject to the provisions of Section 4(D)(iv) hereof, unless as promptly as practicable thereafter, the Company defaults Corporation shall issue and deliver to or upon the written order of such holder a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check or cash with respect to any fractional interest in making a share of Common Stock as provided in Section 4(C). Subject to the payment due upon redemption. To convert provisions of Section 4(D)(iv), the person in whose name the certificate(s) for Common Stock are to be issued shall be deemed to have become a Security, a Holder must (1) complete and sign a conversion notice substantially in holder of record of such Common Stock on the form attached hereto, (2) surrender the Security to a applicable Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredDate. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders conversion of only a Security for conversion after portion of the close number of business on the Regular Record Date for the payment shares represented by a certificate of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when Series A Preferred Stock surrendered for conversion, need not the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered, at the expense of the Corporation, a new certificate in the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered. (C) No fractional shares of Common Stock or scrip shall be accompanied issued upon conversion of shares of Series A Preferred Stock. If more than one share of Series A Preferred Stock shall be surrendered for conversion at any one time by payment the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series A Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the interest payable then current market price. (D) The Conversion Price set forth in Section 4(A) hereof shall be subject to adjustment from time to time as follows: (i) If the Corporation shall (a) declare a dividend or make a distribution on such Interest Payment Date on its Common Stock in shares of its Common Stock, (b) subdivide or reclassify the portion so converted. The outstanding shares of Common Stock into a greater number of shares issuable upon conversion shares, or (c) combine or reclassify the outstanding Common Stock into a smaller number of a Security is determined by dividing shares, the principal amount of the Security converted by the Applicable Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination, or reclassification shall be proportionately adjusted so that the holder of any shares of Series A Preferred Stock surrendered for conversion after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had such Series A Preferred Stock been converted immediately prior to such date. Successive adjustments in the Conversion Price shall be made whenever any event specified above shall occur. (ii) In case of any consolidation with or merger of the Corporation with or into another Corporation, or in case of any sale, lease or conveyance to another Corporation of the assets of the Corporation as an entity or substantially as an entity, each share of Series A Preferred Stock shall after the date of such consolidation, merger, sale, lease or conveyance be convertible into the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such consolidation, merger, sale, lease or conveyance) upon conversion of such share of Series A Preferred Stock would have been entitled upon such consolidation, merger, sale, lease or conveyance; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holders of the shares of Series A Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the Conversion Date. No fractional conversion or other securities or property thereafter deliverable on the conversion of the shares will be issued upon conversion but a cash adjustment will of Series A Preferred Stock. (iii) All calculations under this Section 1(D) shall be made for any fractional interestto the nearest cent or to the nearest one hundredth (1/100th) of a share, as the case may be. The outstanding principal Any provision of this Section 4(D) to the contrary notwithstanding, no adjustment in the Conversion Price shall be made if the amount of such adjustment would be less than $0.01, but any Security such amount shall be reduced carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or more. (iv) In any case in which the provisions of this Section 4(D) shall require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event (a) issuing to the holder of any share of Series A Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by the portion reason of the principal adjustment and (b) paying to such holder any amount thereof converted into shares of Capital Stockcash in lieu of a fractional share of Common Stock pursuant to Subsection (D) of this Section 4; provided that the Corporation upon request shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder’s right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

Conversion. (a) The Holder holder of any Security has shares of Series A Preferred Stock shall have the right, exercisable at such holder's option, at any time prior or from time to 5:00 p.m., New York City time, on March 15, 2030, to convert any such shares into the principal amount thereof whole number of fully paid and non-assessable shares of Common Stock, with the Series A Preferred Stock valued at one dollar (or $1.00) per share, and the Common Stock valued at the average daily Market Price (defined in subparagraph (e) below) for the ten (10) trading days following the Closing of the sale of the Series A Preferred Stock, but in no event shall the Common Stock be valued at greater than $1.00 per share ("Series A Preferred Conversion Ratio"). Such conversion shall be effected by the surrendering of the certificates representing the shares of Series A Preferred Stock to be converted in the manner provided by Section 4(b). The holder of any portion 104 thereof that is an integral multiple shares of $27) Series A Preferred Stock exercising the aforesaid right to convert such shares into shares of Capital Common Stock at shall be entitled to payment of all declared and unpaid dividends and accrued and undeclared dividends payable with respect to such shares up to and including the initial conversation rate Conversion Date (as hereinafter defined). Notwithstanding anything herein to the contrary, such accrued dividends shall be payable only through the most recently ended quarter prior to the Conversion Date. (b) The holder of 0.73 any shares of Capital Series A Preferred Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, may exercise the conversion right will terminate pursuant to Section 4(a) hereof as to any part thereof by delivering to the Corporation during regular business hours, at the close office of business on any transfer agent of the Business Day immediately preceding Corporation for the corresponding Redemption DateSeries A Preferred Stock or at any such other place as may be designated from time to time by the Corporation, unless or to the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must Corporation (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar Corporation), the certificate or certificates for the shares to be converted or so converted, duly endorsed or assigned in blank, accompanied by written notice stating that the holder elects to convert such shares and stating the name or names (with address or addresses) in which the certificate or certificates for the shares of Common Stock are to be issued. Conversion Agent shall be deemed to have been effected with respect to conversion under Section 4(a) hereof on the date when the aforesaid delivery is made (the "Conversion Date"). As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such holder, to the place designated by such holder, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled, together with a check or cash in respect of any fractional interest in a share of Common Stock as provided in Section 4(c) hereof and a check or cash in payment of all declared and unpaid dividends and accrued and undeclared dividends (4) pay any transfer or similar taxto the extent permitted by law), if requiredany, payable with respect to the shares of Series A Preferred Stock so converted, up to and including the Conversion Date, which have accrued through the most recently ended fiscal quarter. Upon conversion, no adjustment The person in whose names the certificate or payment will certificates for shares of Common Stock are to be made for interest or dividends, but if any Holder surrenders issued shall be deemed to have become a Security for conversion after the close stockholder of business record on the Regular Record applicable Conversion Date for unless the payment transfer books of an installment the Corporation are closed on that date, in which event he or it shall be deemed to have become a stockholder of interest and prior to the opening of business record on the next Interest Payment Datesucceeding date on which the transfer books are open, then, notwithstanding such conversion, but the interest payable on such Interest Payment Date will Series A Preferred Conversion Ratio shall be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price that in effect on the Conversion Date. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series A Preferred Stock surrendered for conversion, the Corporation shall issue and deliver to, or upon the written order of, the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series A Preferred Stock, representing the unconverted portion of the certificate so surrendered, which new certificate shall entitle the holder thereof to dividends on, and all other rights relating to, the shares of Series A Preferred Stock represented thereby to the same extent as if the certificate theretofore covering such unconverted shares had not been surrendered for conversion. (c) No fractional shares will of Common Stack or scrip shall be issued upon conversion but of any shares of Series A Preferred Stock. If more than one (1) share of Series A Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series A Preferred Stock, the Corporation shall pay a cash adjustment will in respect of such fractional interest in an amount equal to the closing price of the Common Stock as of the last business day immediately prior to the surrender date. (d) The Series A Preferred Conversion Ratio shall be subject to adjustment from time to time as follows: (i) If, at any time after an original date of issuance, the number of shares of Common Stock issued and outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock or of those entitled to receive such stock dividend, subdivision or split-up, the Series A Preferred Conversion Ratio shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of Series A Preferred Stock shall be increased in proportion to such increase in outstanding shares. (ii) If, at any time after the original date of issuance, the number of shares of Common Stock issued and outstanding is decreased by a combination of the issued and outstanding shares of Common Stock, then, following the record date for such combination, the Series A Preferred Conversion Ratio shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of Series A Preferred Stock shall be decreased in proportion to such decrease in outstanding shares. (iii) If, at any time after the original date of issuance, any shares of Series A Preferred Stock are converted into such shares of Common Stock, the Series A Preferred Conversion Ratio shall, at the option of the holder, be appropriately increased so as to account for the accrued and unpaid dividends on the Series A Preferred Stock through the most recently ended fiscal quarter, or, at the option of the holder, accrued and unpaid dividends shall be paid in cash upon conversion as soon as funds are legally available therefor. (iv) In case, at any time after the original date of issuance, there occurs a capital reorganization, a reclassification of the stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), the consolidation or merger of the Corporation with or into another entity (other than a subsidiary merger or a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any change in the Common Stock), or the sale or other disposition of all or substantially all the properties and assets of the Corporation to any other entity (each, an "Event"), each issued and outstanding share of Series A Preferred Stock shall be convertible after such Event (unless, in the case of an Event, payment shall have been made to the holders of all shares of Series A Preferred Stock of the full amount to which they shall have been entitled pursuant to Section 3 hereof), into the kind and number of shares of stock or other securities or property of the Corporation or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed, to which the holder of the number of shares of Common Stock deliverable (immediately prior to the time of such Event) upon conversion of such share would have been entitled upon such Event. The provisions of this Section 4(d)(iv) shall similarly apply to successive Events. (v) All calculations under this Section 4(e) shall be made to the nearest 1/10 of a cent or to the nearest 1/10 of a share, as the case may be. (vi) For the purpose of any computation hereunder, Market Price for any day shall mean the average sales prices on such day on all domestic stock exchanges on which the Common Stock may then be listed, or, if no sale took place on such day on any such exchange, the average of the closing bid and asked prices on such day, as officially quoted on such exchanges, or if the Common Stock is not at the time listed or admitted for trading on any domestic stock exchange, then the last sales price as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), if available, or the average of the last bid and asked prices on such day as reported by NASDAQ, as the case may be, or if, on any day in question, the security shall not be quoted on the NASDAQ, then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by the National Quotation Bureau, Inc. (or any similar reputable quotation and reporting service), or if such quotation is not reported by the National Quotation Bureau, Inc. or if there is no such firm, then as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Corporation, and if no such member is furnishing -xi- such quotation, then the Market Price for such shares shall be established by the Board of Directors of the Corporation, utilizing its reasonable good faith business judgment. (vii) In any case in which the provisions of this Section 4(d) require that an adjustment become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event (i) the issuance to the holder of any share of Series A Preferred Stock converted after such record date, and before the occurrence of such event, of such additional shares of capital stock issuable upon such conversion by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such conversion before giving effect to such adjustment, and (ii) the payment to such holder of any amount in cash in lieu of a fractional interestshare of capital stock pursuant to Section 4(c); provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment. (e) Whenever the Series A Preferred Conversion Ratio (or Series A Preferred Conversion Price) shall be adjusted as provided in Section 4(d), the Corporation shall forthwith file, at the office of the transfer agent for the Series A Preferred Stock or at such other place as may be designated by the Corporation from time to time, a statement, signed by a designated corporate officer, showing in reasonable detail the facts requiring such adjustment and the Series A Preferred Conversion Ratio (or Series A Preferred Conversion Price) that shall be in effect after such adjustment. The outstanding principal amount Corporation shall also cause a copy of such statement to be sent by first-class mail, postage prepaid, to each holder of shares of Series A Preferred Stock at his or its address appearing on the Corporation's records. Where appropriate, such copy may be given in advance and may be included as part of a notice required to be mailed under the provisions of Section 4(f). (f) In the event the Corporation shall propose to take any action on the type described in clauses (i), (ii), (iii) or (iv) of Section 4(d), the Corporation shall give notice to each holder of shares of Series A Preferred Stock, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Series A Preferred Conversion Ratio (or Series A Preferred Conversion Price) and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon conversion of shares of Series A Preferred Stock, as the case may be. In the case of any Security action which would require the fixing of a record date, such notice shall be reduced given at least twenty (20) days prior to the date so fixed, and in case of all other action, such notice shall be given at least thirty (30) days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action. (g) The Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of capital stock of the Corporation upon conversion of any shares of Series A Preferred Stock; provided, however, that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the Shares of Series A Preferred Stock in respect of which such shares are being issued. (h) All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the portion Corporation, be validly issued, fully paid and nonassessable and free from all taxes, liens or charges with respect thereto, and will not be subject to any sinking fund provision. (i) The Corporation shall at all times reserve and keep available out of its Common Stock (whether authorized but unissued shares reserved by it free from preemptive rights or issued shares which have been reacquired by it) the principal amount thereof converted into number of full shares of Capital Stocksuch Common Stock into which all shares of Series A Perferred Stock from time to time outstanding are convertible.

Conversion. The A Holder of any Security has a Debenture may convert such Debenture into shares of Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.maturity; provided, New York City timehowever, on March 15, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, redemption date for such Debenture (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securitywhen due, a Holder must (1) complete and sign a in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for the payment of an installment of interest and redemption prior to the opening close of business on the next Interest Payment Date, then, notwithstanding Business Day immediately preceding the redemption date for such conversionDebenture, the interest payable on such Interest Payment Date will be paid right of conversion shall terminate upon presentation of the Debenture to the registered Holder of such Security on such Regular Record Date. In such eventTrustee (unless the Company shall default in making the redemption payment when due, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to in which case the interest payable on such Interest Payment Date conversion right shall terminate on the portion so convertedclose of business on the date such default is cured and such Debenture is redeemed). The initial Conversion Price is $27.09 per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture, except as described in the next succeeding paragraph, or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by paid in cash based upon the portion closing sale price of the principal amount thereof Common Stock on the last Trading Day prior to the Conversion Date. A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Debenture may be converted into shares only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the terms of Capital Stockthe Indenture.

Conversion. The Holder (a) Each Stockholder that holds any Company Convertible Preferred Stock shall take all steps necessary, including the submission, concurrently with the execution and delivery of this Agreement, to the Company of the Optional Conversion Notice (as defined in the Certificate of Designations) in the form of Exhibit A to this Agreement, to convert all of such Stockholder’s Company Convertible Preferred Stock (whether New Shares or Existing Shares), including all in-kind dividends that have accrued thereon through the date of such conversion, into Company Common Stock at the Conversion Price (as defined in the Certificate of Designations), with such conversion to be effective as of no later than immediately before (and subject to the occurrence of) the Effective Time, so that such Stockholder shall not hold any Company Convertible Preferred Stock (or have any accrued dividends relating thereto or any further rights to the accrual of any Security has dividends relating thereto) from or after the rightEffective Time and so that the Company Common Stock into which such Convertible Preferred Stock converts (including all in-kind dividends that have accrued thereon through the date of such conversion) may be converted into the right to receive the merger consideration on and subject to the terms of the Merger Agreement. The Company hereby confirms that it will accept such Optional Conversion Notice set forth in Exhibit A promptly upon its completion, exercisable execution and delivery to the Company, on and subject to the terms and conditions set forth therein. Notwithstanding anything herein to the contrary, if any share of Company Convertible Preferred Stock outstanding immediately prior to the Effective Time would be entitled to be exchanged for a Fundamental Change Repurchase Price (as defined in the Certificate of Designations) as a result of the consummation of the Merger (it being agreed herein that the consummation of the Merger would constitute a Fundamental Change (as defined in the Certificate of Designations)) that exceeds the amount into which the shares of Company Common Stock, into which such share of Company Convertible Preferred Stock would convert pursuant to this Section 3.1 and Exhibit A, then the parties to this Agreement shall promptly amend this Agreement to provide for the repurchase, and cancelation, of such share of Company Convertible Preferred Stock by the Company immediately before the Effective Time in exchange for the payment, by wire transfer of immediately available funds, of the applicable Fundamental Change Repurchase Price. (b) Notwithstanding anything herein to the contrary, this Agreement permits any Stockholder to convert such Stockholder’s Company Convertible Preferred Stock (whether New Shares or Existing Shares) (including all in-kind dividends that have accrued thereon through the date of such conversion) into Company Common Stock in accordance with the Certificate of Designations at any time prior before the Effective Time. (c) Any Shares delivered to 5:00 p.m.the Stockholders upon conversion pursuant to this Section 3.1 shall be delivered on and subject to the applicable terms and conditions set forth in the Certificate of Designations, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as well as the "Applicable Conversion Price" securities purchase agreements and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless registration rights agreements between the Company defaults in making the payment due upon redemption. To convert a Securityand such Stockholder, a Holder must as such agreements have been amended and “made available” (1) complete and sign a conversion notice substantially as such term is used in the form attached hereto, (2Merger Agreement) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and Parent prior to the opening date of business on the next Interest Payment Date, thenthis Agreement. It is understood that, notwithstanding any applicable legends or securities law or other restrictions on transferability, all shares of Company Common Stock, into which shares of Company Convertible Preferred Stock (including all in-kind dividends that have accrued thereon through the date of such conversion) have been converted as provided in Exhibit A and this Section 3.1, shall be treated in the interest payable Merger as outstanding shares of Company Common Stock and converted into the right to receive the merger consideration on such Interest Payment Date will be paid and subject to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount terms of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockMerger Agreement.

Conversion. (a) The Holder Principal Amount of any Security has the right, exercisable this Note shall be convertible at any time and from time to time, in whole or in part (such amount, the "CONVERTIBLE AMOUNT") at the option of the Holder hereof and upon notice to the Issuer as set forth below, into fully paid and nonassessable Common Shares at the Conversion Rate (as defined below). The initial conversion price per Common Share will be [80% of the Daily Price per Common Share for the ten (10) consecutive trading days immediately preceding the two consecutive trading days immediately prior to 5:00 p.m.the day of the Company Shareholder Meeting (as defined in the Securities Purchase Agreement)] and shall be subject to adjustment as provided for herein (the "CONVERSION PRICE"). The number of Common Shares deliverable upon conversion of each $1,000 Convertible Amount of the Notes, New York City adjusted as hereinafter provided, is referred to herein as the "CONVERSION RATE". The initial Conversion Rate shall be equal to the quotient resulting from dividing $1000 by the Conversion Price. (b) The Conversion Price (and the corresponding Conversion Rate) shall be subject to adjustment from time to time as follows: (i) In case the Issuer shall at any time (A) pay a dividend in Common Shares or make a distribution in Common Shares, (B) subdivide or split its outstanding Common Shares, (C) combine or reclassify its outstanding Common Shares into a smaller number of Common Shares, (D) issue by reclassification of its Common Shares other securities of the Issuer (including any such reclassification in connection with a consolidation or merger in which the Issuer is the continuing corporation), or (E) consolidate with, or merge with or into, any other Person, then in each such case the Conversion Rate in effect at the time of the record date for any such dividend or distribution or of the effective date of any such subdivision, split, combination, consolidation, merger or reclassification shall be proportionately adjusted so that the conversion of the Note after such time shall entitle the Holder to receive the kind and aggregate number of Common Shares or other securities of the Issuer (or shares of any security into which such Common Shares have been combined, consolidated, merged, converted or reclassified pursuant to clause (C), (D), or (E) above) which, if this Note had been converted immediately prior to such time, on March 15such Holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, 2030distribution, subdivision, split, combination, consolidation, merger or reclassification, assuming for purposes of this subsection 7.1(b)(i) that such Holder (x) is not a Person with which the Issuer consolidated or into which the Issuer merged or which merged into the Issuer or to which such recapitalization, sale or transfer was made, as the case may be ("CONSTITUENT PERSON") and (y) failed to exercise any rights of election as to the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, recapitalization, sale or transfer (PROVIDED, that if the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, recapitalization, sale or transfer is not the same for each Common Share of the Issuer held immediately prior to such reclassification, change, consolidation, merger, recapitalization, sale or transfer by other than a constituent person and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this Section 7.1(b)(i) the kind and amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, recapitalization, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such adjustment shall be made successively whenever any event listed above shall occur. (ii) In case the Issuer shall issue or sell any Common Shares (other than Common Shares issued (1) pursuant to the Issuer's non-qualified stock option plans for officers, directors or key employees, or pursuant to any similar Common Share related employee compensation plan of the Issuer approved by the Issuer's Board of Directors, (2) in connection with a merger or consolidation with or other acquisition of, another Person or the acquisition of the assets of another Person, other than any such transaction that constitutes a Change in Control Liquidation Event (as such term is defined in the Issuer's Amended and Restated Articles of Incorporation) or (3) upon exercise or conversion of any security the issuance of which caused an adjustment under Section 7.1(b)(iii) or (iv) hereof) without consideration or for a consideration per share less than the Conversion Price (the "ISSUE PRICE"), the Conversion Price to be in effect after such issuance or sale shall be determined by multiplying the Conversion Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of (x) the number of Common Shares outstanding immediately prior to the time of such issuance or sale multiplied by the Issue Price and (y) the aggregate consideration, if any, to convert be received by the principal amount thereof (Issuer upon such issuance or sale, and the denominator of which shall be the product of the aggregate number of Common Shares outstanding immediately after such issuance or sale and the Conversion Price. In case any portion 104 thereof of the consideration to be received by the Issuer shall be in a form other than cash, the fair market value of such noncash consideration shall be utilized in the foregoing computation. Such fair market value shall be determined by the Board of Directors of the Issuer; provided that is an integral multiple if Holders of $27) into shares 50% or more of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in outstanding aggregate principal amount of Securities the Notes shall object to any such determination, the Board of Directors of the Issuer shall retain an independent appraiser reasonably satisfactory to a majority of such Holders to determine such fair market value. Such Holders shall be notified promptly of any consideration other than cash to be received by the Issuer and furnished with a description of the consideration and the fair market value thereof, as determined by the Board of Directors of the Issuer. (equivalent iii) In case the Issuer shall fix a record date for the issuance of rights, options or warrants to the holders of Common Shares or other securities entitling such holders to subscribe for or purchase for a period expiring within 60 days of such record date Common Shares (or securities convertible into Common Shares) at a price per Common Share (or having a conversion price per Common Share, if a security convertible into Common Shares) less than the Conversion Price on such record date, the maximum number of $37 Common Shares issuable upon exercise of such rights, options or warrants (or conversion of such convertible securities) shall be deemed to have been issued and outstanding as of such record date and the Conversion Price shall be adjusted pursuant to paragraph (b)(ii) hereof, as though such maximum number of Common Shares had been so issued for an aggregate consideration payable by the holders of such rights, options, warrants or convertible securities prior to their receipt of such Common Shares. In case any portion of such consideration shall be in a form other than cash, the fair market value of such noncash consideration shall be determined as set forth in Section 7(b)(ii) hereof. Such adjustment shall be made successively whenever such record date is fixed; and in the event that such rights, options or warrants are not so issued or expire unexercised, or in the event of a change in the number of Common Shares to which the holders of such rights, options or warrants are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this Section 7(b)), the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been fixed, in the former event, or the Conversion Price which would then be in effect if such holder had initially been entitled to such changed number of Common Shares, in the latter event. (iv) In case the Issuer shall issue rights, options (other than options issued pursuant to a plan described in Section 7(b)(ii)) or warrants entitling the holders thereof to subscribe for or purchase Common Shares (or securities convertible into Common Shares) or shall issue convertible securities, and the price per Common Share of such rights, options, warrants or convertible securities (including, in the case of rights, options or warrants, the price at which they may be exercised) is less than the Conversion Price, the maximum number of Common Shares issuable upon exercise of such rights, options or warrants or upon conversion of such convertible securities shall be deemed to have been issued and outstanding as of the date of such sale or issuance, and the Conversion Price shall be adjusted pursuant to Section 7(b)(ii) hereof as though such maximum number of Common Shares had been so issued for an aggregate consideration equal to the aggregate consideration paid for such rights, options, warrants or convertible securities and the aggregate consideration payable by the holders of such rights, options, warrants or convertible securities prior to their receipt of such Common Shares. In case any portion of such consideration shall be in a form other than cash, the fair market value of such noncash consideration shall be determined as set forth in Section 7(b)(ii) hereof. Such adjustment shall be made successively whenever such rights, options, warrants or convertible securities are issued; and in the event that such rights, options or warrants expire unexercised, or in the event of a change in the number of Common Shares to which the holders of such rights, options, warrants or convertible securities are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this Section 7(b)), the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such rights, options, warrants or convertible securities had not been issued, in the former event, or the Conversion Price which would then be in effect if such holders had initially been entitled to such changed number of Common Shares, in the latter event. No adjustment of the Conversion Price shall be made pursuant to this Section 7(b)(iv) to the extent that the Conversion Price shall have been adjusted pursuant to Section 7(b)(iii) upon the setting of any record date relating to such rights, options, warrants or convertible securities and such adjustment fully reflects the number of Common Shares to which the holders of such rights, options, warrants or convertible securities are entitled and the price payable therefor. (v) In case the Issuer shall fix a record date for the making of a dividend or distribution to holders of Common Shares (including any such distribution made in connection with a consolidation or merger in which the Issuer is the continuing corporation) of evidences of indebtedness, cash, assets or other property (other than dividends payable in Common Shares or rights, options or warrants referred to in, and for which an adjustment is made pursuant to, Section 7(b)(iii) hereof), the Conversion Price to be in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price Per Common Share (as defined below) on such record date, less the fair market value (determined as set forth in Section 7(b)(ii) hereof) of the portion of the cash, assets, other property or evidence of indebtedness so to be distributed which is applicable to one Common Share, and the denominator of which shall be such Current Market Price Per Common Share. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been fixed. (vi) For the purpose of any computation under Section 8(b) hereof, on any determination date, the "CURRENT MARKET PRICE PER COMMON SHARE" shall be deemed to be the average (weighted by daily trading volume) of the Daily Prices (as defined below) per Common Share for the 20 consecutive trading days immediately prior to such date. "DAILY PRICE" means (1) if the Common Shares then are listed and traded on the New York Stock Exchange, Inc. ("NYSE"), the closing price per share on such day as reported on the NYSE Composite Transactions Tape; (2) if the Common Shares then are not listed and traded on the NYSE, the closing price per share on such day as reported by the principal national securities exchange on which the shares are listed and traded; (3) if the Common Shares then are not listed and traded on any such securities exchange, the last reported sale price per share on such day on the NASDAQ National Market; or (4) if the shares of such class of Common Shares then are not traded on the NASDAQ Stock Market, the average of the highest reported bid and lowest reported asked price per share on such day as reported by NASDAQ. If on any determination date the Common Shares are not quoted by any such organization, the Current Market Price Per Common Share shall be the fair market value per share of Capital Stock such shares on such determination date as determined by the Board of Directors of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstancesIssuer. If a Security is called for redemption, Holders of 50% or more of the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the outstanding aggregate principal amount of the Security converted Notes shall object to any determination by the Applicable Conversion Board of Directors of the Issuer of the Current Market Price in effect on Per Common Share, the Conversion DateCurrent Market Price Per Common Share shall be the fair market value per Common Share as determined by an independent appraiser retained by the Issuer at its expense and reasonably acceptable to such Holders. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount For purposes of any Security computation under this Section 7(b), the number of Common Shares outstanding at any given time shall be reduced not include shares owned or held by or for the portion account of the principal amount thereof converted into shares of Capital StockIssuer.

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has may convert it into Class B Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on June 23, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2020. If a the Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Security may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The initial Conversion Rate is 5.6024 shares of Class B Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class B Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class B Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Class B Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) and (except as provided below) accrued cash interest attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class B Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Class B Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) and cash interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class B Common Stock payable in Class B Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class B Common Stock; distributions to all holders of Class B Common Stock of certain rights to purchase Class B Common Stock for a period expiring within 45 days at less than the portion Market Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Class B Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder holder of any Security Note has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of the Note's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $271,000) into fully paid and nonassessable whole shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 27.46 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If , except that if a Security Note is called for redemptionredemption or repurchase, as the case may be, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Datedate fixed for redemption or repurchase, unless as the case may be. A Note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company defaults to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in making accordance with the payment due upon redemptionterms of the Indenture. To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice substantially in the form attached heretoset forth below, (2) surrender the Security Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount Any Note or portion thereof surrendered for conversion after the close of any Security business on a Record Date for payment of interest and prior to the opening of business on the next succeeding Interest Payment Date shall be reduced accompanied by payment, in funds acceptable to the portion Company, of an amount equal to the interest thereon that is to be paid on such Interest Payment Date on the principal amount being converted (unless any such Note or portion thereof being converted into shall have been called for redemption on a redemption date occurring between the close of business on such Record Date and the opening of business on such Interest Payment Date, in which case no such payment shall be required); provided, -------- however, that no such payment need be made if there shall exist at the time of ------- conversion a default in the payment of interest on the Notes. An amount equal to such payment shall be paid by the Company on such Interest Payment Date to the holder of such Notes at the close of business on such Record Date; provided, -------- however, that, if the Company shall default in the payment of interest on such ------- Interest Payment Date, such amount shall be paid to the Person who made such required payment. Except as provided in the Indenture, no payments or adjustments shall be made upon conversion on account of accrued interest on the Notes or for any dividends or distributions on any shares of Capital StockCommon Stock delivered upon the conversion of such Notes. The above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program and follow the other procedures set forth in such program. Upon the conversion of 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.

Conversion. The Holder of any Security has Holders shall have the right, exercisable right at any time prior to 5:00 p.m., p.m. (New York City time) on the second Business Day immediately preceding the date of repayment of such Trust Securities, whether at maturity or upon redemption (either at the option of the Depositor or pursuant to a Tax Event), at their option, to cause the Conversion Agent to convert Trust Securities, on March 15behalf of the converting Holders, 2030, into shares of the Common Stock in the manner described herein on and subject to convert the following terms and conditions: (a) The Trust Securities shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures theretofore held by the Trust on the basis of one Trust Security per $50 principal amount thereof of Debentures, and immediately convert such amount of Debentures (or any portion 104 thereof that is an integral multiple of $2750) into fully paid and nonassessable shares of Capital Common Stock at an initial conversion premium of 17.5% above the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion average closing price of $37 per share of Capital the Common Stock during the ten (10) Trading Days after the Depositor's first earnings announcement after the Split-off, subject to certain adjustments set forth in the terms of the CompanyDebentures and the Indenture (as so adjusted, "Conversion Price"). The conversion ratio and equivalent conversion price in effect at any time are known Notwithstanding the foregoing, no holder of Preferred Securities that is subject to the restrictions of Section 4 of the Bank Holding Company Act of 1956, as amended (the "Applicable Conversion Price" and BHCA") (a "BHCA Person"), shall have the "Applicable Conversion Ratio," respectivelyright to convert any Preferred Securities if, and are subject after giving effect to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will BHCA Person, its affiliates and transferees would own or be paid deemed to own shares of Common Stock in excess of either the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The maximum number of shares issuable upon of Common Stock which the BHCA Person is permitted to own under the BHCA and the regulations of the Board of Governors of the Federal Reserve thereunder or such lower number as the relevant BHCA Person may have requested in writing to the Conversion Agent. No BHCA Person shall have the right to assign or transfer its Preferred Securities (other than to an Affiliate) unless such Preferred Securities are assigned or transferred (i) to the public in an offering registered under the Securities Act, (ii) in a transaction pursuant to Rule 144 or 144A under the Securities Act in which no person acquires Preferred Securities convertible into more than 2% of the outstanding Common Stock, (iii) in a single transaction to a third party who acquires a majority of the Common Stock without regard to the conversion of any Preferred Securities so transferred or (iv) in any other manner permitted under the BHCA. The Conversion Agent may rely on the representation of the relevant BHCA Person that a transfer has been made in the foregoing manner. (b) In order to convert Trust Securities into Common Stock, the Holder shall submit to the Conversion Agent an irrevocable request to convert Trust Securities on behalf of such Holder (the "Conversion Request"), together with such Trust Security is determined Certificates. The Conversion Request shall: (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued; and (ii) direct the Conversion Agent (A) to exchange such Trust Securities for a portion of the Debentures held by dividing the Trust (at the rate of exchange specified in Section 4.3(a)) and (B) to immediately convert such Debentures on behalf of such Holder into Common Stock (at the Conversion Price specified in Section 4.3(a)). The Conversion Agent shall notify the Trust of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Trust and the Property Trustee on behalf of the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of the Security converted by the Applicable Conversion Price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockaccordance with this Section 4.

Conversion. The Holder of any Security Debenture has the right, exercisable at any time prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the Business Day immediately preceding the date of repayment of such Debenture whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2750) into shares of Capital Common Stock at the initial conversation rate conversion price of 0.73 1.0663 shares of Capital Common Stock for each $27 in aggregate principal amount of Securities Debenture (equivalent to a conversion price of $37 46.89 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If , except that if a Security Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a SecurityDebenture, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security Debenture to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security Debenture for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security Debenture on such Regular Record Date. In such event, such SecurityDebenture, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security Debenture converted by the Applicable Conversion Price conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The Holder Holders of any Security has shares of Convertible Preferred Stock shall have the right to convert all or a portion of such shares into shares of Common Stock, as follows: (A) Subject to and upon compliance with the provisions of this Section 6, a holder of shares of Convertible Preferred Stock shall have the right, exercisable at his or her option, at any time prior to 5:00 p.m., New York City time, on March 15, 2030after the Issue Date, to convert such shares into the principal number of fully paid and nonassessable shares of Common Stock obtained by dividing the aggregate Stated Value of such shares plus any accrued and unpaid dividends thereon by the Conversion Price (as in effect on the date provided for in the last paragraph of paragraph (B) of this Section 6) by surrendering such shares to be converted, such surrender to be made in the manner provided in paragraph (B) of this Section 6. Certificates will be issued for the remaining shares of Convertible Preferred Stock in any case in which fewer than all of the shares of Convertible Preferred Stock represented by a certificate are converted. (B) In order to exercise the conversion right, the holder of shares of Convertible Preferred Stock to be converted shall surrender the certificate or certificates representing such shares, duly endorsed or assigned to the Corporation or in blank, at the office of the Transfer Agent, accompanied by written notice to the Corporation that the holder thereof elects to convert Convertible Preferred Stock. Unless the shares issuable on conversion are to be issued in the same name as the name in which such share of Convertible Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in the form satisfactory to the Corporation, duly executed by the holder or such holder's duly authorized attorney and an amount thereof sufficient to pay any transfer or similar tax (or any portion 104 thereof evidence reasonably satisfactory to the Corporation demonstrating that is an integral multiple such taxes have been paid). Holders of $27) into shares of Capital Convertible Preferred Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on a dividend payment record date shall be entitled to conversion of the Business Day immediately preceding dividend payable on such shares on the corresponding Redemption Dividend Payment Date notwithstanding the conversion thereof following such dividend payment record date and prior to such Dividend Payment Date. However, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security shares of Convertible Preferred Stock surrendered for conversion after during the period between the close of business on the Regular Record Date for the any dividend payment of an installment of interest record date and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest corresponding Dividend Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest dividend payable on such Interest shares on such Dividend Payment Date. A holder of shares of Convertible Preferred Stock on a dividend payment record date who (or whose transferee) tenders any such shares for conversion into shares of Common Stock on such Dividend Payment Date will be entitled to conversion of the dividend payable by the Corporation on such shares of Convertible Preferred Stock on such date, and the converting holder need not include payment of the amount of such dividend upon surrender of shares of Convertible Preferred Stock for conversion. Except as provided above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the portion so convertedshares of Common Stock issued upon such conversion. The As promptly as practicable after the surrender of certificates for shares of Convertible Preferred Stock as aforesaid, the Corporation shall issue and deliver at such office to such holder, or on his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section 6, and any fractional interest in respect of a Security is determined share of Common Stock arising upon such conversion shall be settled as provided in paragraph (C) of this Section 6. Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for shares of Convertible Preferred Stock shall have been surrendered and such notice (and if applicable payment of an amount equal to the dividend payable on such shares) received by dividing the principal amount Corporation as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Security converted by shares represented thereby at such time on such date and such conversion shall be at the Applicable Conversion Price in effect at such time on such date, unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record 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 Conversion Date. date upon which such shares shall have been surrendered and such notice received by the Corporation. (C) No fractional shares will or scrip representing fractions of shares of Common Stock shall be issued upon conversion but a cash adjustment will be made for of the Convertible Preferred Stock. Instead of any fractional interestinterest in a share of Common Stock that would otherwise be deliverable upon the conversion of a share of Convertible Preferred Stock, the Corporation shall pay to the holder of such share an amount in cash based upon the Current Market Price of Common Stock on the Trading Day immediately preceding the date of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Convertible Preferred Stock so surrendered. (D) The Conversion Price shall be adjusted from time to time as follows: (i) If the Corporation shall after the Issue Date (A) pay a dividend or make a distribution on its capital stock in shares of its Common Stock, (B) subdivide its outstanding principal amount Common Stock into a greater number of shares, (C) [INTENTIONALLY OMITTED] or (D) issue any shares of capital stock by reclassification of its Common Stock, the Conversion Price in effect at the opening of business on the day next following the date fixed for the determination of stockholders entitled to receive such dividend or distribution or at the opening of business on the day next following the day on which such subdivision, combination or reclassification becomes effective, as the case may be, shall be adjusted so that the holder of any Security share of Convertible Preferred Stock thereafter surrendered for conversion shall be reduced entitled to receive the number of shares of Common Stock that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such share been converted immediately prior to the record date in the case of a dividend or distribution or the effective date in the case of a subdivision, combination or reclassification. An adjustment made pursuant to this subparagraph (i) shall become effective immediately after the opening of business on the day next following the record date (except as provided in paragraph (H) below) in the case of a dividend or distribution and shall become effective on the day next following the effective date in the case of a subdivision, combination or reclassification. (ii) If the Corporation shall issue after the Issue Date rights or warrants to all holders of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock or Securities which are convertible into Common Stock at a price per share less than the Fair Market Value per share of Common Stock on the record date for the determination of stockholders entitled to receive such rights or warrants, then the Conversion Price in effect at the opening of business on the day next following such record date shall be adjusted to equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the opening of business on the day next following the date fixed for such determination by (II) a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination and (B) the number of shares that the aggregate proceeds to the Corporation from the exercise of such rights or warrants for Common Stock would purchase at such Fair Market Value, and the denominator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination and (B) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants Such adjustment shall become effective immediately after the opening of business on the day next following such record date (except as provided in paragraph (H) below). In determining whether any rights or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at less than such Fair Market Value, there shall be taken into account any consideration received by the Corporation upon issuance and upon exercise of such rights or warrants, the value of such consideration, if other than cash, to be determined by valuation of the Board of Directors. (iii) If the Corporation shall distribute to all holders of its Common Stock any shares of capital stock of the Corporation (other than Common Stock) or evidence of its indebtedness or assets (excluding any cash dividends or distributions paid from profits or surplus of the Corporation or referred to in subparagraph (i) above or any stock, securities or other property received pursuant to paragraph 6(E) below) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants issued to all holders of Common Stock entitling them for a period expiring within 45 days after the record date referred to in subparagraph (ii) above to subscribe for or purchase Common Stock, which rights and warrants are referred to in and treated under subparagraph (ii) above) (any of the foregoing being hereinafter in this subparagraph (iii) called the "Securities"), then in each such case the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by (II) a fraction, the numerator of which shall be the Fair Market Value per share of the Common Stock on the record date mentioned below less the then Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive) of the portion of the principal amount thereof capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and the denominator of which shall be the Fair Market Value per share of the Common Stock on the record date mentioned below. Such adjustment shall become effective immediately at the opening of business on the Business Day next following (except as provided in paragraph (H) below) the record date for the determination of shareholders entitled to receive such distribution. For the purposes of this subparagraph (iii), the distribution of a Security, which is distributed not only to the holders of the Common Stock on the date fixed for the determination of stockholders entitled to such distribution of such Security, but also is distributed to the holders of the Convertible Preferred Stock (assuming for purposes of this subparagraph (iii) that such shares of Convertible Preferred Stock have been converted) or reserved for distribution with each share of Common Stock delivered to a person converting a share of Convertible Preferred Stock after such determination date, shall not require an adjustment of the Conversion Price pursuant to this subparagraph (iii); provided that on the date, if any, on which a Person converting a share of Convertible Preferred Stock would no longer be entitled to receive such Security with a share of Common Stock (other than as a result of the termination of all such Securities), a distribution of such Securities shall be deemed to have occurred and the Conversion Price shall be adjusted as provided in this subparagraph (iii) (and such day shall be deemed to be "the date fixed for the determination of the stockholders entitled to receive such distribution" and "the record date" within the meaning of the two preceding sentences). (iv) No adjustment in the Conversion Price shall be required unless such adjustment would require a cumulative increase or decrease of at least 1% in such price; provided, however, that any adjustments that by reason of this subparagraph (iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment until made; and provided, further, that any adjustment shall be required and made in accordance with the provisions of this Section 6 (other than this subparagraph (iv)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of shares of Common Stock. Notwithstanding any other provisions of this Section 6, the Corporation shall not be required to make any adjustment of the Conversion Price for the issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends in securities of the Corporation. All calculations under this Section 6 shall be made to the nearest cent (with $.005 being rounded upward) or to the nearest 1/10 of a share (with .05 of a share being rounded upward), as the case may be. Anything in this paragraph (D) to the contrary notwithstanding, the Corporation shall be entitled, to the extent permitted by law, to make such reductions in the Conversion Price, in addition to those required by this paragraph (D), as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, reclassification or combination of shares, distribution of rights or warrants to purchase stock or securities, or a distribution of other assets (other than cash dividends) hereafter made by the Corporation to its stockholders shall not be taxable. (E) If the Corporation shall be a party to any transaction (including without limitation a merger, consolidation, sale of all or substantially all of the Corporation's assets or recapitalization of the Common Stock and excluding any transaction as to which subparagraph (D) (i) of this Section 6 applies) (each of the foregoing being referred to herein as a "Transaction"), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each share of Convertible Preferred Stock which is not converted into the right to receive stock, securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of shares of Capital Stock.stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of shares or fraction thereof of Common Stock into which one share of Convertible Preferred Stock was convertible immediately prior to such Transaction, assuming such holder of Common Stock (i) is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be ("Constituent Person"), or an affiliate of a Constituent Person and (ii) failed to exercise his or her rights of election, if any, as to the kind or amount of stock, securities and other property (including cash) receivable upon such Transaction (provided that if the kind or amount of stock, securities and other property (including cash) receivable upon such Transaction is not the same for each share of Common Stock of the Corporation held immediately prior to such Transaction by ot

Conversion. (a) The Holder Company shall at all times maintain an agent for the purpose of any Security has the rightconversion of shares of Series D Preferred Stock (the “Conversion Agent”), exercisable at any which may be an officer or agent of the Company. (b) Upon delivery to the Company, from time prior to 5:00 p.m., New York City time, on March 15, 2030, of one or more certifications by an Initial Holder to convert the principal amount thereof Company that it has determined that it (or any portion 104 thereof of its Affiliates that comprise the Initial Holders) has obtained such Regulatory Approval as is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock required in order for each $27 in aggregate principal amount of Securities such Initial Holder (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar taxand, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such eventapplicable, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal Affiliates) to the interest payable on such Interest Payment Date on the portion so converted. The hold a specified number of shares of Common Stock issuable upon conversion of the Series D Preferred Stock, the number of shares of Series D Preferred Stock with respect to which such certification has been delivered shall be automatically converted into Common Stock at the Conversion Rate (as defined herein). Each certification shall specify the number of shares of Series D Preferred Stock to be converted upon delivery of such certification. The Initial Holder’s election to convert, evidenced by the delivery of a Security certification, is determined irrevocable. In the event that fewer than all the shares of Series D Preferred Stock are to be converted upon receipt of any certification described herein and such shares are held by dividing multiple Initial Holders, the principal amount shares of Series D Preferred Stock shall be converted into Common Stock in proportion to the percentage of the Security Series D Preferred Stock held by each such Initial Holder. (c) Any share of Series D Preferred Stock that is sold or transferred by an Initial Holder to a person that is not also an Initial Holder in compliance with the transfer restrictions set forth in the Investment Agreement shall be automatically converted, without further action by any person, into the number of shares of Common Stock into which each share of Series D Preferred Stock was convertible immediately prior to such sale or transfer. (d) Each share of Series D Preferred Stock to be converted by in accordance with this Section shall be converted into four shares of Common Stock, subject to adjustment from time to time as described herein (the Applicable “Conversion Price in effect Rate”). (e) Any certification from an Initial Holder provided pursuant to this Section shall be maintained on file at the Company’s principal executive office and shall be made available to any stockholder upon request, provided that such certification may provide that no person other than the Company and the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Agent shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockentitled to rely on any such certification.

Conversion. A Holder may surrender Securities for conversion into shares of Common Stock on a Conversion Date if, as of such conversion date, the Closing Sale Price of the Common Stock for at least 20 trading days in the 30 day period ending on the trading day prior to the Conversion Date is more than 120% of the Conversion Price per share of Common Stock on such Conversion Date. The Holder "Conversion Price" per share of Common Stock as of any day means the quotient of the principal amount of a Security has divided by the right, exercisable Conversion Rate in respect of such principal amount on that day. A Holder may also surrender Securities for conversion into shares of Common Stock if at any time prior to 5:00 p.m.each of ▇▇▇▇▇'▇ Investor Service, New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Inc. and Standard & Poor's Rating Services has downgraded its credit rating of the Company). The conversion ratio Securities to below Ba2 and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," BB, respectively, and are subject to adjustment under certain circumstancesfor so long as such downgrades remain in effect. If In addition, a Holder may surrender for conversion a Security is which has been called for redemptionredemption pursuant to Section 5 of this Security, even if the foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion right will terminate at until the close of business on the Business Day immediately preceding prior to the corresponding Redemption Date, unless ; provided that if the Company defaults shall default in making payment of the Redemption Price, a Holder may surrender Securities for conversion on or after the related Redemption Date. In the event that the Company declares a dividend or distribution described in Section 10.7 of the Indenture, or a dividend or distribution described in Section 10.8 of the Indenture where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture, exceeds 15% of the current Market Price of the Common Stock as of the trading day immediately prior to the date of declaration, a Holder may surrender Securities for conversion beginning on the date the Company gives notice to such Holder of such right, which shall be not less than 20 days prior to the Ex-Dividend Time for such dividend or distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Business Day prior to the Ex-Dividend Time or until the Company announces that such distribution shall not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its assets or a merger which reclassifies or changes its Common Stock pursuant to which the Common Stock would be converted into cash, securities or other assets as set forth in Section 10.14 of the Indenture, a Holder may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective time of the transaction until 15 days after the actual date of such transaction (assuming, in a case in which the Company's stockholders may exercise rights of election, that a Holder of Securities would not have exercised any rights of election as to the stock, other securities or other property or assets receivable in connection therewith and received per share the kind and amount received per share by plurality of nonelecting shares). Upon conversion, no payment or adjustment for accrued and unpaid interest on a converted Security (other than the payment due upon redemptionof interest to the Holder of a Security at the close of business on a record date pursuant to Section 1 of this Security) or for dividends or distributions on the Common Stock shall be made. A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be not converted. The Conversion Rate is initially 9.6618 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion shall receive cash in lieu of any fractional shares of Common Stock. To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in on the form attached heretoreverse of the Security, (2) surrender the Security to a the Conversion Agent, (3) furnish the appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or similar taxdelivery of Common Stock in the name of a person other than the Holder thereof. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000. The Conversion Rate shall be adjusted for dividends or distributions on shares of Common Stock payable in shares of Common Stock or other Capital Stock; subdivisions, if requiredcombinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase shares of Common Stock for a period expiring within 60 days at less than the Average Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). Upon conversionHowever, no adjustment or payment will need be made for interest if Securityholders may participate in the transaction without conversion or dividendsin certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation or merger, but if any Holder surrenders or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, the right to convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior into Common Stock may be changed into a right to the opening of business on the next Interest Payment Dateconvert it into securities, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount cash or other assets of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCompany or another person.

Conversion. The Holder of any Security has (a) Each share shall be convertible into Common Stock, at the rightthen applicable Conversion Price (as hereinafter defined), exercisable at any time prior and from time to 5:00 p.m., New York City time, on March 15at the option of the holder thereof in accordance with this Section 6(a) without the need for the payment of any additional cash consideration. Before any holder of Series B Preferred Stock shall be entitled to convert such stock into shares of Common Stock, 2030the holder thereof shall surrender the certificate or certificates therefor (or in the case of any lost, stolen or destroyed certificate or certificates the delivery of an affidavit to that effect accompanied by any indemnity bond, in each case, reasonably required by the Corporation), duly endorsed, to the Corporation and shall give written notice, duly executed, to the Corporation of such election to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple same and shall state the number of $27) into shares of Capital Series B Preferred Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent being converted. Such conversion shall be deemed to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject have been made immediately prior to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding date of the corresponding Redemption Datesurrender of the certificate or certificates representing the Shares to be converted, unless and the Company defaults in making holder of such Shares shall be treated for all purposes as the payment due upon redemption. To convert a Security, a Holder must record holder of such shares of Common Stock on such date (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversiondate, the interest payable on such Interest Payment Date will be paid "Conversion Date"). If a holder of Series B Preferred Stock elects to the registered Holder convert any of such Security holder's Shares into Common Stock on such Regular Record Date. In such eventor before July 3, 2005, such Securityholder shall also be entitled to receive, when surrendered for conversionand the Corporation shall pay, need not be accompanied by payment upon conversion of such holder's Shares, an amount equal to four quarterly dividends to be paid pursuant to Section 3 per Share (the interest payable on such Interest "Optional Make Whole Payment"). The Optional Make Whole Payment Date may be paid, at the Corporation's election, in cash or shares of Common Stock. The Corporation shall only have the right to elect to pay the Optional Make Whole Payment in shares of Common Stock if, on the portion so convertedConversion Date, (i) the sale of the shares of Common Stock issuable in connection with such Optional Make Whole Payment by the holders is covered by an effective registration statement or such shares may be sold pursuant to Rule 144(k) under the Securities Act and (ii) the shares of Common Stock to be issued in connection with such Optional Make Whole Payment have been approved for listing, subject to official notice of issuance, on a national securities exchange, the Nasdaq National Market or the Nasdaq Small Cap Market. The If the Corporation elects to pay the Optional Make Whole Payment in shares of Common Stock, each share of Common Stock will be valued at 95% of Market Value as of the Notice Date for purposes of determining the number of shares issuable in connection with such payment. The Corporation shall deliver a notice within five (5) business days of receiving written notice from such holder of Series B Preferred stock of its election to convert such Shares specifying whether the Optional Make Whole Payment, if any, is to be paid in cash or in shares of Common Stock. (b) The price at which shares of Common Stock shall be deliverable upon conversion of a Security the Series B Preferred Stock is referred to herein as the "Conversion Price," and shall be determined in accordance with this Section 6. Each Share shall be convertible into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the principal amount "Original Price" of the Security converted each Share by the Applicable Conversion Price applicable to such series in effect on at the time of conversion without the payment of additional cash consideration. The "Original Price" of each share shall be $50.00. The initial Conversion Date. Price for each Share shall be $5.90, subject to adjustment as set forth at Section 6(d) below. (c) No fractional shares will of Common Stock shall be issued upon conversion but a cash adjustment will be made for of the Series B Preferred Stock or payment of the Optional Make Whole Payment, if any, and in lieu of any fractional interest. The outstanding principal amount of any Security shares to which the holder would otherwise be entitled, such fraction shall be reduced by rounded up or down to the portion of the principal amount thereof converted into shares of Capital Stocknearest whole share.

Conversion. The Holder A. Each share of any Security has Series B Preferred Stock shall be convertible into shares of Common Stock at the rightConversion Ratio, exercisable at the option of the holder in whole or in part at any time after July 31, 2000. Any conversion under this Section 5(A) shall be of a minimum amount of the lesser of 100 shares of Series B Preferred Stock and the number of shares of Series B Preferred Stock then held by the converting holder. The holder of the Series B Preferred Stock shall effect conversions by surrendering the certificate or certificates representing the shares of Series B Preferred Stock to be converted to the Company, together with the form of conversion notice attached hereto as Exhibit A (the "Holder Conversion Notice"), in the manner set forth in Section 5(I), which Holder Conversion Notice, once given, shall be irrevocable. Each Holder Conversion Notice shall specify the number of shares of Series B Preferred Stock to be converted and the date on which such conversion is to be effected, which date may not be prior to 5:00 p.m.July 31, New York City time2000 or the date the holder of Series B Preferred Stock delivers such Notice by facsimile (the "Holder Conversion Date"). If a holder of Series B Preferred Stock is converting less than all of the shares of Series B Preferred Stock represented by the certificate(s) tendered by such holder with the Holder Conversion Notice, on March 15, 2030, the Company shall promptly deliver to convert such holder a certificate for such number of shares as have not been converted. B. Each share of the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) Series B Preferred Stock shall be convertible into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock Conversion Ratio at the option of the Company). The conversion ratio and equivalent conversion price Company in effect whole or in part at any time are known on or after July 31, 2002; PROVIDED, HOWEVER, that the Company is not permitted to deliver a Company Conversion Notice (as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business defined below) unless on the Business Day immediately preceding Company Conversion Date (as hereinafter defined) the corresponding Redemption DateCommon Stock is Publicly Traded; and PROVIDED, unless FURTHER, that the Company defaults in making shall not be permitted to deliver a Company Conversion Notice within ten (10) days of issuing any press release or other public statement relating to such conversion. The Company shall effect such conversion by delivering to the payment due upon redemption. To convert holders of such shares of Series B Preferred Stock to be converted a Security, a Holder must (1) complete and sign a conversion written notice substantially in the form attached heretohereto as EXHIBIT B (the "Company Conversion Notice"), which Company Conversion Notice, once given, shall be irrevocable. Each Company Conversion Notice shall specify the number of shares of Series B Preferred Stock to be converted and the date on which such conversion is to be effected, which date may not be prior to July 31, 2001 or the date the Company delivers such Notice by facsimile to the holder (2the "Company Conversion Date"). The Company shall give such Company Conversion Notice in accordance with Section 5(I) below. Any such conversion shall be effected on a pro rata basis among the holders of Series B Preferred Stock. Upon the conversion of shares of Series B Preferred Stock pursuant to a Company Conversion Notice, the holders of the Series B Preferred Stock shall surrender the Security to a Conversion Agent, certificates representing such shares at the office of the Company or of any transfer agent for the Series B Preferred Stock or Common Stock not later than three (3) furnish appropriate endorsements Trading Days after the Company Conversion Date. Each of a Holder Conversion Notice and a Company Conversion Notice is sometimes referred to herein as a "Conversion Notice," and each of a "Holder Conversion Date" and a "Company Conversion Date" is sometimes referred to herein as a "Conversion Date." C. Not later than three (3) Trading Days after the Conversion Date, the Company will deliver to the holder of Series B Preferred Stock (i) a certificate or transfer documents if certificates which shall be free of restrictive legends and trading restrictions (other than those then required by law), representing the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock being acquired upon the conversion of shares of Series B Preferred Stock, and (ii) one or more certificates representing the number of shares of Series B Preferred Stock not converted; PROVIDED, HOWEVER, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any shares of Series B Preferred Stock until certificates evidencing such shares of Series B Preferred Stock are either delivered for conversion to the Company or any transfer agent for the Series B Preferred Stock or Common Stock, or the holder of Series B Preferred Stock notifies the Company that such certificates have been lost, stolen or destroyed and provides a Security is determined bond or other adequate security reasonably acceptable to the Company to indemnify the Company from any loss incurred by dividing it in connection therewith. D. 1. The conversion price for each share of Series B Preferred Stock (the principal amount "Conversion Price") in effect on any Conversion Date shall be the lower of (a) the Security average Per Share Market Value for the five (5) Trading Days immediately preceding the Conversion Date and (b) the price per share which would, if all shares of Series B Preferred Stock outstanding on such Conversion Date were converted into Common Stock, cause the number of shares of Common Stock so converted by the Applicable Conversion Price in effect holder, when added to any shares of Common Stock previously issued on conversion of Series B Preferred Stock, to equal fifteen percent (15%) of the total number of shares of Common Stock outstanding on a fully diluted basis on such Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Security has a Note may convert it into Common Stock of the right, exercisable Company at any time prior to 5:00 p.m.before the close of business on October 31 , New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances2021. If a Security the Note is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless . A Note in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company defaults to purchase such Note may be converted only if such notice of exercise is withdrawn in making accordance with the terms of the Indenture. The Conversion Rate is 37.4437 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 4.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. Accrued and unpaid interest in lieu of Original Issue Discount will not be paid on Notes that are converted; PROVIDED, HOWEVER, that if the Company exercises such option, Notes surrendered for conversion during the period, in the case of interest in lieu of Original Issue Discount, from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (and with respect to which the Company has mailed a notice of redemption). Notes surrendered for conversion must be accompanied by payment due upon redemptionof an amount equal to the interest in lieu of Original Issue Discount with respect thereto that the registered Holder is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above, no interest on converted Notes will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a SecurityNote, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security Note to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but A Holder may convert a portion of a Note if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder Principal Amount at Maturity of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment portion is $1,000 or an integral multiple of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Note being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt notes of the principal amount thereof converted Company or certain rights to purchase notes of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Noteholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Note into shares Common Stock may be changed into a right to convert it into notes, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder In lieu of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (exercising this Warrant or any portion 104 thereof hereof in accordance with Section 1.2, the Holder hereof shall have the right to convert this Warrant or any portion hereof into Warrant Shares by executing and delivering to the Company at its principal office the written Notice of Conversion and Investment Representation Statement in the forms attached hereto as Exhibits 2 and 3, specifying the portion of the Warrant to be converted, and accompanied by this Warrant. The number of shares of Warrant Stock to be issued to Holder upon such conversion shall be computed using the following formula: X = (P)(Y)(A-B)/A Where X = the number of shares of Common Stock to be issued to the Holder for the portion of the Warrant being converted. P = the portion of the Warrant being converted expressed as a decimal fraction. Y = the total number of shares of Common Stock issuable upon exercise of the Warrant in full. A = the Market Price of one share of Warrant Stock as of the last business day immediately prior to the date the notice of conversion is received by the Company. B = the Per Share Warrant Price on the date of conversion. Any portion of this Warrant that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent converted shall be immediately canceled. This Warrant or any portion hereof shall be deemed to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject have been converted immediately prior to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) date of its surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such conversion shall be treated for all purposes as Holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Regular Record Date Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the payment number of an installment full shares of interest and prior to Warrant Stock issuable upon such conversion. If the opening Warrant shall be converted for less than the total number of business on shares of Common Stock then issuable upon conversion, promptly after surrender of the next Interest Payment Date, then, notwithstanding Warrant upon such conversion, the interest payable on such Interest Payment Date Company will be paid execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount balance of the Security converted by Common Stock purchasable hereunder upon the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stocksame terms and conditions set forth herein.

Conversion. The Holder Subject to and upon compliance with the provisions of any Security the Indenture, the registered holder of this Convertible Note has the right, exercisable right at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on the Business last Trading Day immediately preceding prior to the corresponding Redemption DateMaturity Date (or in case this Convertible Note or any portion hereof is subject to a duly completed election for repurchase, on or before the close of business on the Fundamental Change Payment Date (unless the Company defaults in making the payment due upon redemption. To repurchase or such holder elects to withdraw the submission of such election to repurchase)) to convert a Securitythe principal amount hereof, a Holder must or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of common stock of the Company (1"Common Stock") complete and sign a conversion notice substantially obtained by dividing the principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price of $34.7100 per share, as adjusted from time to time as provided in the form attached heretoIndenture (the "Conversion Price"), upon surrender of this Convertible Note to the Company at the office or agency maintained for such purpose (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and at such other offices or transfer documents if required agencies designated for such purpose by the Security Registrar Company), accompanied by written notice of conversion duly executed (and if the shares of Common Stock to be issued on conversion are to be issued in any name other than that of the registered holder of this Convertible Note by instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or Conversion Agent and (4its duly authorized attorney) pay any transfer or similar taxand, if required. Upon conversion, no adjustment or payment will in case such surrender shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after during the period from the close of business on the Regular Record Date for immediately preceding any Interest Payment Date through the payment of an installment of interest and prior to the opening close of business on the next last Trading Day immediately preceding such Interest Payment Date, thenalso accompanied by payment, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid in funds acceptable to the registered Holder of such Security on such Regular Record Date. In such eventCompany, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of this Convertible Note then being converted. Subject to the Security converted by aforesaid requirement for a payment in the Applicable Conversion Price event of conversion after the close of business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for interest accrued hereon or for dividends on Common Stock delivered on conversion. The right to convert this Convertible Note is subject to the provisions of the Indenture relating to conversion rights in effect on the Conversion Datecase of certain consolidations, mergers, share exchanges or sales or transfers of substantially all the Company's assets. No The Company shall not issue fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount or scrip representing fractions of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockCommon Stock upon any such conversion, but shall pay cash in lieu of such fractional shares in the manner described in the Indenture.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security proposed Conversion is $ . The Conversion shall consist of: (a) $ of Base Rate Loans shall be converted into LIBOR Rate Loans with an Interest Period of months. (b) $ of LIBOR Rate Loans with an Interest Period of months shall be converted into Base Rate Loans. (c) $ of LIBOR Rate Loans with an Interest Period of months shall be converted into LIBOR Rate Loans with a new Interest Period of months. All capitalized terms used herein have the same meanings such terms have in the Credit Agreement. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Conversion, before and after giving effect thereto and to the application of the proceeds therefrom: (i) the representations and warranties of the Borrower contained in Section 5 of the Credit Agreement are true and correct as though made on and as of the date of the proposed Conversion (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such earlier date); and (ii) no Default or Event of Default has occurred and is continuing, or would result from such proposed Conversion. HAWAIIAN TELCOM COMMUNICATIONS, INC. By: Title: Branch Date , Hawaii delivery to the Beneficiary by: o Airmail o Full Cable o Courier o Other In issuing the Letter of Credit, the Bank is expressly authorized to make such changes from the terms set forth in this application as the Bank, in its sole discretion, may deem advisable provided that no such changes shall vary the principal terms hereof. ADVISING BANK (If Blank, Correspondent Bank) FOR ACCOUNT OF (APPLICANT) Date: Automatic Extension: o YES o NO Place: FHB’s Trade Finance Department in Honolulu, Hawaii, unless otherwise specified. Available for payment by presentation of draft(s) at sight drawn on you or your correspondent. Issuing Fee $ Initial Standby Fee at the rate of % per annum (360 days per year) Minimum $ /Year (Subject to adjustment in the event of extension, amendment, or increase.) Payment Fee %, of drawn amount or minimum $ , whichever is greater. Plus other applicable fees. (telex, courier, fax, etc.) and correspondents’ charges and fees when applicable. Multiple Presentations permitted unless otherwise stated. The Applicant authorizes Bank to charge Applicant’s deposit account number maintained by the Applicable Conversion Price in effect Applicant with Bank, at its Branch, for all Letter of Credit fees and charges arising under or relating to this Application and Agreement for Standby Letter of Credit all of which are for applicant accounts. By signing below, Applicant acknowledges that Applicant has read and agrees to all the above terms and conditions and the Agreement Governing Standby Letter of Credit on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by reverse side (the portion of the principal amount thereof converted into shares of Capital Stock“Agreement”).

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the registered Holder of any Security this Note has the right, exercisable at such Holder’s option, at any time prior to 5:00 p.m., New York City time, before the close of business on March 15, 2030, to convert the principal amount thereof fourth Business Day immediately preceding the Maturity Date (or in case this Note or any portion 104 thereof that hereof is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent subject to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyTax Redemption Notice or a duly completed election for repurchase, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on the Business Day immediately preceding prior to the corresponding Tax Redemption Date or the Change of Control Purchase Date, as the case may be (unless the Company Issuer defaults in making the payment due upon redemption. To redemption or repurchase)) to convert a Securityeach U.S.$1,000 principal amount of Notes into 73.5402 ADSs of the Issuer, a Holder must (1) complete and sign a conversion notice substantially as adjusted from time to time as provided in the form attached heretoIndenture, including with respect to the Make Whole Fundamental Change Premium, upon surrender of this Note to the Issuer at the office or agency maintained for such purpose (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and at such other offices or transfer documents if required agencies designated for such purpose by the Security Registrar Issuer), accompanied by written notice of conversion duly executed (and if the ADSs to be issued on conversion are to be issued in any name other than that of the registered Holder of this Note by instruments of transfer, in form satisfactory to the Issuer, duly executed by the registered Holder or Conversion Agent and (4its duly authorized attorney) pay any transfer or similar taxand, if required. Upon conversion, no adjustment or payment will in case such surrender shall be made for interest or dividendsduring the period after 5 p.m., but if any Holder surrenders a Security for conversion after the close of business New York City time on the Regular Record Date for the payment of an installment of interest and prior to the opening of business immediately preceding any Interest Payment Date through 9:00 a.m. New York City time on the next such Interest Payment Date, thenalso accompanied by payment, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid in funds acceptable to the registered Holder of such Security on such Regular Record Date. In such eventIssuer, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest Interest, otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of this Note then being converted; provided, however, that no such payment need be made if the Security converted by Notes are surrendered for conversion after the Applicable Conversion Price in effect on the Conversion final Record Date. No fractional shares will be issued upon Subject to the aforesaid requirement for a payment in the event of conversion but after the close of business on a cash Record Date immediately preceding an Interest Payment Date, no adjustment will shall be made on conversion for any fractional interestInterest accrued hereon or for dividends on ADSs delivered on conversion. The outstanding principal amount of any Security shall be reduced by right to convert this Note is subject to the portion provisions of the principal amount thereof converted into shares Indenture relating to conversion rights in the case of Capital Stockcertain consolidations, mergers, or sales or transfers of substantially all the Issuer’s assets. 15.

Conversion. The Under the circumstances provided for in, and subject to compliance with the provisions of, the Indenture, a Holder of any a Security has the rightmay, exercisable at any time prior to 5:00 p.m.such Holder's option, New York City time, on March 15, 2030, to convert the principal amount thereof such Security (or any portion 104 thereof that is an integral multiple equal to $1,000 Principal Amount at Issuance or multiples of $271,000 in excess thereof) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price Conversion Rate in effect at any the time are known as of conversion; provided, however, that if the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionredemption pursuant to Article Eleven of the Indenture or is submitted or presented for repurchase pursuant to Articles Fourteen or Fifteen of the Indenture, the conversion right will terminate at the close of business on the second Business Day immediately preceding the corresponding Redemption Date, Optional Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or repurchase (unless the Company defaults shall default in making paying the payment due redemption payment, Optional Repurchase Price or Fundamental Change Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). The Company will notify Holders of any event triggering the right to convert the Security as specified above in accordance with the Indenture. The initial Conversion Rate is fifty (50) shares of Common Stock per $1,000 Principal Amount at Issuance (with no adjustment provided for any accretion from and after June 15, 2010), subject to adjustment under certain circumstances. No fractional shares will be issued upon redemptionconversion; in lieu thereof, an amount will be paid in cash based upon the Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached heretoset forth below and deliver such notice to a Conversion Agent, (2b) surrender the Security to a Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no The Conversion Agent may assume that any Holder that delivers a conversion notice is entitled to convert this Security without independent verification. A Holder may convert a portion of the Securities of this series only if the Principal Amount at Issuance of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment or payment will shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business dividends on the Regular Record Date for Common Stock except as provided in the payment Indenture. On conversion of an installment Securities of interest this series, that portion of accrued and prior unpaid interest, including Contingent Interest and Additional Amounts, if any, and accrued Principal Accretion on such Securities attributable to the opening of business on period from the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such most recent Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event(or, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such if no Interest Payment Date on has occurred, from the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing original issue date) through the principal amount Conversion Date and Tax Original Issue Discount accrued through the Conversion Date with respect to such converted Securities shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Security Common Stock (together with any cash payment in lieu of fractional shares) in exchange for such Securities being converted by pursuant to the Applicable Conversion Price provisions hereof, and the fair market value of such shares of Common Stock (together with any such cash payment in effect on lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any), accrued Principal Accretion and Tax Original Issue Discount accrued through the Conversion Date. No fractional shares will be issued upon conversion but a Date and the balance, if any, of such fair market value of such Common Stock (and any such cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security payment), shall be reduced by treated as issued in exchange for the portion Principal Amount at Issuance of such Securities being converted pursuant to the principal amount thereof converted into shares of Capital Stockprovisions hereof.

Conversion. The At any time after 90 days following the latest date of original issuance of the Notes and prior to the close of business on [_________________], 2005, a Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to a Note may convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such Note into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ; PROVIDED, HOWEVER, that if the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day immediately preceding before the corresponding Redemption Date, redemption date of such Note (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is [$________________] per share, subject to adjustment under certain circumstances as described in the First Supplemental Indenture and the Indenture. The number of shares issuable upon redemptionconversion of a Note is determined by dividing the principal amount converted by the conversion price in effect on the conversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as defined in the First Supplemental Indenture and the Indenture) of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, if certificated, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; PROVIDED, HOWEVER, that no such payment shall be required if such Note has been called for redemption on a redemption date within the Applicable Conversion Price in effect period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note may be converted into shares only if the Repurchase Notice is withdrawn as provided above and in accordance with the terms of Capital Stockthe Indenture.

Conversion. The Holder Each share of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof Series B Convertible Preferred Stock shall be convertible into two (or any portion 104 thereof that is an integral multiple of $272) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company), without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, subject to readjustment as provided herein below. The conversion ratio and equivalent conversion price in effect at right to convert any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is shares of Series B Convertible Preferred Stock called for redemption, the conversion right will terminate redemption shall expire at the close of business on the Business Day immediately preceding fifth (5th) day prior to the corresponding Redemption Date, unless redemption date thereof. The holder of a share or shares of Series B Convertible Preferred Stock may exercise the conversion rights by delivering to the Company defaults during regular business hours, at the principal office of the Company, or at such other places as may be designated by the Company, the certificate or certificates for the shares to be converted, duly endorsed or assigned in making blank or to the payment due upon redemption. To convert a Security, a Holder must Company (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by it), accompanied in any event by written notice stating that the Security Registrar holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for Common Stock are to be issued. Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business deemed to have been effected on the Regular Record Date date when such delivery is made, and such date is referred to herein as the "Conversion Date". As promptly as practicable thereafter the Company shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the Company, a certificate or certificates for the payment number of an installment full shares of interest Common Stock to which he is entitled and prior a check in respect of any fraction of shares provided below. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of Common Stock of record on the opening Conversion Date unless the transfer books of business the Company are closed on that date, in which event he shall be deemed to have become a holder of Common Stock of Record on the next Interest Payment Datesucceeding date on which the transfer books are open, then, notwithstanding such conversion, but the interest payable on such Interest Payment Date will conversion rate shall be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price that in effect on the Conversion Date. No fractional The issuance of Common Stock on conversion of Series B Convertible Preferred Stock shall be without charge to the converting holder of Series B Convertible Preferred Stock for any fee, expense or tax in respect of the issuance therefore, but the Company shall not be required to pay any fee, expense or tax which may be payable with respect of any transfer involved in the issuance and delivery of shares will in any name other than that of the holder of record on the books of the Company of the shares of Series B Convertible Preferred Stock converted, and the Company shall not, in any such case, be issued required to issue or deliver any certificate for shares of Common Stock unless and until the person requesting the issuance thereof shall have paid to the Company the amount of such fee, expense or tax or shall have established to the satisfaction of the Company that such fee, expense or tax has been paid. The number of shares of Common Stock deliverable upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security each share of Series B Convertible Preferred Stock shall be reduced by subject to adjustment from time to time upon the portion happening of the principal amount thereof converted into shares of Capital Stock.certain events as follows:

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the registered Holder of any Security this Debenture has the right, exercisable right at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at before the close of business on the Business Day immediately preceding prior to the corresponding Redemption Date, unless the Company defaults Maturity Date (or in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security case this Debenture or any portion hereof is subject to a Conversion AgentRedemption Notice or a duly completed election for repurchase, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after before the close of business on the Regular Record Date for the payment of an installment of interest and Business Day prior to the opening Redemption Date, the Optional Repurchase Date or the Fundamental Change Purchase Date (unless the Company defaults in payment due upon redemption or repurchase)) to convert each $1,000 principal amount of Debentures into 111.0926 shares of common stock of the Company (“Common Stock”), as adjusted from time to time as provided in the Indenture, including with respect to the Make Whole Fundamental Change Premium (the “Conversion Rate”), upon surrender of this Debenture to the Company at the office or agency maintained for such purpose (and at such other offices or agencies designated for such purpose by the Company), accompanied by written notice of conversion duly executed (and if the shares of Common Stock to be issued on conversion are to be issued in any name other than that of the registered Holder of this Debenture by instruments of transfer, in form satisfactory to the Company, duly executed by the registered Holder or its duly authorized attorney) and, in case such surrender shall be made during the period from the close of business on the next Record Date immediately preceding any Interest Payment Date through 9:00 a.m. New York City time on such Interest Payment Date, thenalso accompanied by payment, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid in funds acceptable to the registered Holder of such Security on such Regular Record Date. In such eventCompany, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest interest, otherwise payable on such Interest Payment Date on the portion so principal amount of this Debenture then being converted; provided, however, that no such payment need be made if the Debentures are surrendered for conversion after the final Record Date. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on a Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for interest accrued hereon or for dividends on Common Stock delivered on conversion. The right to convert this Debenture is subject to the provisions of the Indenture relating to conversion rights in the case of certain consolidations, mergers, or sales or transfers of substantially all the Company’s assets. The Company shall not issue fractional shares or scrip representing fractions of shares of Common Stock upon any such conversion, but shall make an adjustment therefor in cash based upon the Last Reported Sale Price of the Common Stock on the date of conversion or, in lieu of making such cash payment, the Company may elect to round up to the next whole share the number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will Common Stock to be issued to the Holder of this Debenture upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockconversion.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at any time prior its option, to convert each $1,000 principal amount of this Note based on an initial Conversion Rate of 9.5238 shares of Class A Common Stock per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. As specified in the Indenture, upon conversion, the Company may deliver (i) shares of Class A Common Stock or (ii) cash and, if applicable, shares of Class A Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 Settlement Period Trading Days during the applicable Conversion Period. If and only to the extent Holders elect to convert the Notes in connection with a Non-Stock Change of Control, the Company will increase the Conversion Rate applicable to such converting Notes in accordance with the Indenture. If this Note (or portion hereof) is surrendered for conversion after 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and Interest Payment Date but prior to the opening of business on the next applicable Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not it shall be accompanied by payment payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount being converted; provided that no such payment need be made (i) with respect to conversions after 5:00 p.m., New York City time, on the Regular Record Date immediately preceding the Maturity Date; (ii) with respect to conversions in connection with a Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; and (iii) with respect to any overdue interest, if overdue interest exists at the time of conversion with respect to such Notes. Accrued and unpaid interest, if any, to the Conversion Date is deemed to be paid in full upon receipt of the Security converted by the Applicable Conversion Price in effect on the Conversion DateSettlement Amount rather than cancelled, extinguished or forfeited. No fractional shares will be issued upon any conversion of Notes, but a an adjustment and payment in cash adjustment will be made for any fractional interest. The outstanding principal amount made, as provided in the Indenture, in respect of any Security shall fraction of a share which would otherwise be reduced by issuable upon the portion surrender of any Note or Notes for conversion. A Note in respect of which a Holder is exercising its right to require repurchase may be converted only if such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the terms of the principal amount thereof converted into shares of Capital StockIndenture.

Conversion. The Holder For so long as this Global Bond is held on behalf of any Security has one or more of Euroclear, Clearstream, Luxembourg or the rightAlternative Clearing System, exercisable Conversion Rights (as defined in the Conditions) may be exercised as against the Issuer at any time prior during the Conversion Period by the presentation to 5:00 p.m.or to the order of the Fiscal Agent of this Global Bond for appropriate notation, New York City timetogether with one or more Conversion Notices duly completed by or on behalf of a holder of a book-entry interest, in accordance with the standard procedures for Euroclear and/or Clearstream, Luxembourg and/or any Alternative Clearing System (which may include notice being given on March 15such accountholder’s instructions by Euroclear and/or Clearstream, 2030Luxembourg and/or any Alternative Clearing System or any common depositary for them to the Fiscal Agent by electronic means) and in a form acceptable to Euroclear and/or Clearstream, Luxembourg and/or any Alternative Clearing System. From time to convert time the Bonds represented by this Global Bond may be declared due and payable following an Event of Default in accordance with the Conditions by stating in a notice from the relevant Bondholder given to the Fiscal Agent the principal amount thereof of Bonds (which may be less than the outstanding principal amount hereof) to which any such notice relates. If the principal in respect of any Bonds is not paid when due and payable (but subject as provided below), the holder of this Global Bond may from time to time elect that Direct Rights under the provisions of Schedule A hereto shall come into effect. Such election shall be made by notice from the relevant Bondholder to the Fiscal Agent and presentation of this Global Bond to or any portion 104 thereof that is an integral multiple to the order of $27) into shares the Fiscal Agent for reduction of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to Bonds represented by this Global Bond by such amount as may be stated in such notice by endorsement in Schedule B hereto and a conversion price corresponding endorsement in Schedule A hereto of $37 per share such principal amount of Capital Stock Bonds formerly represented hereby as the principal amount of Bonds in respect of which Direct Rights have arisen under Schedule A hereto. Upon each such notice being given the appropriate Direct Rights shall take effect. Any option of the Company)Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Bondholders within the time limits set out in and containing the information required by the Conditions. The conversion ratio option of the Bondholders provided for in Condition 7(e) may be exercised by the holder of this Global Bond giving notice to the Fiscal Agent within the time limits set out in Condition 7(e), in accordance with the standard procedures for Euroclear and/or Clearstream, Luxembourg and/or any Alternative Clearing System (which may include notice being given on such accountholder’s instructions by Euroclear and/or Clearstream, Luxembourg and/or any Alternative Clearing System or any common depositary for them to the Fiscal Agent by electronic means) and equivalent conversion price in effect at a form acceptable to Euroclear and/or Clearstream, Luxembourg and/or any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must Alternative Clearing System (1) complete and sign a conversion notice substantially in the form attached heretoof the Put Exercise Notice, (2) surrender as set out in Schedule 5, Part B of the Security to a Conversion AgentFiscal Agency Agreement), (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing stating the principal amount of the Security converted by Bonds in respect of which the Applicable Conversion Price option is exercised and at the same time presenting this Global Bond to the Fiscal Agent for notation accordingly in effect on the Conversion DateSchedule B hereto. No fractional shares will This Global Bond shall not be issued upon conversion but a cash adjustment will be made valid for any fractional interestpurpose until authenticated by or on behalf of the Registrar. The outstanding principal amount This Global Bond and any non-contractual obligations arising out of any Security or in connection with it shall be reduced governed by and construed in accordance with English law. By: This Global Bond is authenticated and delivered by or on behalf of the portion Registrar. as Registrar By: .......................................................... Authorised Signatory For the purposes of authentication only. This Global Bond has effect as a deed poll conferring on Relevant Account Holders the Direct Rights referred to in this Schedule in respect of the principal amount thereof converted into shares of Capital StockBonds stated in paragraph 6 of this Schedule.

Conversion. The Holder Holders of any Security has Series One Preferred Units shall have the right to convert all or a portion of such units into Common Units, as follows: (a) Subject to and upon compliance with the provisions of this Section 6, a holder of Series One Preferred Units shall have the right, exercisable at his or her option, at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert such units into the principal amount thereof number of fully paid and non- assessable Common Units obtained by dividing the aggregate Liquidation Preference of such Series One Preferred Units by the Conversion Price (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price as in effect at any the time are known and on the date provided for in the last paragraph of paragraph (b) of this Section 6) by delivering an irrevocable Conversion Notice in the form attached hereto as Exhibit A and in the "Applicable Conversion Price" and manner provided in Section 9; provided, however, that the "Applicable Conversion Ratio," respectively, and are subject right to adjustment under certain circumstances. If a Security is convert Series One Preferred Units called for redemption, the conversion right will redemption pursuant to Section 5 hereof shall terminate at the close of business on the Business Day immediately preceding the corresponding Redemption DateDate fixed for such redemption, unless the Company defaults Partnership shall default in issuing the Common Units and making the any cash payment due required upon redemptionsuch redemption under Section 5 hereof. To convert a Security, a Holder must (1) complete and sign a A conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion of Series One Preferred Units shall occur automatically after the close of business on the Regular applicable Conversion Date without any action on the part of the holders of Series One Preferred Units, and immediately after the close of business on the Conversion Date the holders of Series One Preferred Units who had all or a portion of their Series One Preferred Units converted shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the Common Units issuable upon such conversion. (b) Holders of Series One Preferred Units at the close of business on a Distribution Payment Record Date shall be entitled to receive the distribution payable on such Series One Preferred Units on the corresponding Distribution Payment Date notwithstanding the conversion thereof following such Distribution Payment Record Date and prior to such Distribution Payment Date. Except as set forth in the prior sentence and in Section 5, (i) no accrued but unaccumulated distribution on the Series One Preferred Units shall be paid on converted Units, including in respect of the Distribution Period in which such conversion occurs and (ii) a Series One Preferred Unitholder shall have no right, with respect to any Series One Preferred Units converted, to receive any distributions paid in respect of such Series One Preferred Units after the Conversion Date. Distributions on Common Units issued upon conversion of Series One Preferred Units shall only be paid with respect to record dates occurring after the date on which the conversion of the related Series One Preferred Units occurred. After the conversion of Series One Preferred Units as aforesaid, the Partnership shall deliver to such holder, upon his written request, a certificate of the General Partner certifying the number of Common Units and Preferred Units held by such person immediately after such conversion. Each conversion shall be deemed to have been effected immediately prior to the close of business on the date (the "Conversion Date") specified in the Conversion Notice (which shall not be earlier than 15 days after mailing of the Conversion Notice to the Partnership nor later than sixty (60) days after such date) and the Series One Preferred Units so presented for conversion shall be deemed converted into Common Units at the close of business on such date, and such conversion shall be at the Conversion Price in effect on such date (unless such day is not a Business Day, in which event such conversion shall be deemed to have become effective at the close of business on the next succeeding Business Day). (c) No fractions of Common Units shall be issued upon conversion of the Series One Preferred Units. Instead of any fractional interest in a Common Unit that would otherwise be deliverable upon the conversion of a Series One Preferred Unit, the Partnership shall pay to the holder of such Series One Preferred Unit an amount in cash based upon the Current Market Price of Common Units on the Trading Day immediately preceding the date of conversion. If more than one Series One Preferred Unit shall be surrendered for conversion at one time by the same holder, the number of full Common Units issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series One Preferred Units so surrendered. (d) The Conversion Price shall be adjusted from time to time as follows: (i) If the Partnership shall after June 30, 1998 (A) make a distribution on its Common Units in Common Units, (B) subdivide its outstanding Common Units into a greater number of units, (C) combine its outstanding Common Units into a smaller number of units or (D) issue any Units by reclassification of its Common Units, the Conversion Price in effect at the opening of business on the day following the date fixed for the payment determination of an installment unitholders entitled to receive such distribution or at the opening of interest business on the day following the day on which such subdivision, combination or reclassification becomes effective, as the case may be, shall be adjusted so that the holder of any Series One Preferred Unit thereafter surrendered for conversion shall be entitled to receive the number of Common Units that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such Series One Preferred Units been converted immediately prior to the record date in the case of a distribution or the effective date in the case of a subdivision, combination or reclassification. An adjustment made pursuant to this subparagraph (i) shall become effective immediately upon the opening of business on the day next following the record date (subject to paragraph (h) below) in the case of a distribution and shall become effective immediately upon the opening of business on the day next following the effective date in the case of a subdivision, combination or reclassification. (ii) If the Partnership shall issue after June 30, 1998 rights, options or warrants to all holders of Common Units entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Units at a price per Unit less than the Fair Market Value per Common Unit on the record date for the determination of Unitholders entitled to receive such rights, options or warrants, then the Conversion Price in effect at the opening of business on the day next following such record date shall be adjusted to equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the opening of business on the next Interest Payment Date, then, notwithstanding day following the record date fixed for such conversiondetermination by (II) a fraction, the interest payable numerator of which shall be the sum of (A) the number of Common Units outstanding on the close of business on the record date fixed for such Interest Payment Date will be paid determination and (B) the number of Units that the aggregate proceeds to the registered Holder Partnership from the issuance and exercise of such Security rights, options or warrants for Common Units would purchase at such Fair Market Value, and the denominator of which shall be the sum of (A) the number of Common Units outstanding on the close of business on the record date fixed for such Regular Record Datedetermination and (B) the number of additional Common Units offered for subscription or purchase pursuant to such rights, options or warrants. Such adjustment shall become effective immediately upon the opening of business on the day next following such record date (subject to paragraph (h) below). In determining whether any rights, options or warrants entitle the holders of Common Units to subscribe for or purchase Common Units at less than such eventFair Market Value, there shall be taken into account any consideration received by the Partnership upon issuance and upon exercise of such rights, options or warrants, the value of such consideration, if other than cash, to be determined in good faith by the General Partner, such Security, when surrendered for conversion, need not determination to be accompanied by payment conclusive. (iii) If the Partnership shall distribute to all holders of an amount equal its Common Units any Partnership Units (other than Common Units) or evidence of its indebtedness or assets (excluding cash distributions to the interest payable on extent that after giving effect to such Interest Payment Date on distributions the portion fair market value of the assets of the Partnership exceed the sum of the liabilities of the Partnership, as determined in good faith by the General Partner, such determination to be conclusive) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants issued to all holders of Common Units entitling them for a period expiring within 45 days after the record date referred to in subparagraph (ii) above to subscribe for or purchase Common Units, which rights and warrants are referred to in and treated under subparagraph (ii) above) (any of the foregoing being hereinafter in this subparagraph (iii) called the "Securities"), then in each case the Conversion Price shall be adjusted so converted. The number of shares issuable upon conversion of a Security is that it shall equal the price determined by dividing multiplying (I) the principal amount of the Security converted by the Applicable Conversion Price in effect immediately prior to the close of business on the Conversion Date. No fractional shares will be issued upon conversion but date fixed for the determination of Unitholders entitled to receive such distribution by (II) a cash adjustment will be made for any fractional interest. The outstanding principal amount fraction, the numerator of any Security which shall be reduced the Fair Market Value per Unit of the Common Units on the record date mentioned below less the then fair market value (as determined by the General Partner in good faith, such determination to be conclusive) of the portion of the principal amount thereof Units or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one Common Unit, and the denominator of which shall be the Fair Market Value per Unit of the Common Units on the record date mentioned below. Such adjustment shall become effective immediately upon the opening of business on the day next following (subject to paragraph (h) below) the record date for the determination of Unitholders entitled to receive such distribution. For the purposes of this subparagraph (iii), the distribution of a Security, which is distributed not only to the holders of the Common Units on the date fixed for the determination of Unitholders entitled to such distribution of such Security, but also is required to be distributed with each Common Unit delivered to a Person converting a Series One Preferred Unit after such determination date, shall not require an adjustment of the Conversion Price pursuant to this subparagraph (iii); provided that on the date, if any, on which a person converting a Series One Preferred Unit would no longer be entitled to receive such Security with a Common Unit (other than as a result of the termination of all such Securities), a distribution of such Securities shall be deemed to have occurred, and the Conversion Price shall be adjusted as provided in this subparagraph (iii) (and such day shall be deemed to be "the date fixed for the determination of the Unitholders entitled to receive such distribution" and "the record date" within the meaning of the two preceding sentences). (iv) No adjustment in the Conversion Price shall be required unless such adjustment would require a cumulative increase or decrease of at least 1% in such price; provided, however, that any adjustments that by reason of this subparagraph (iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment until made; and provided, further, that any adjustment shall be required and made in accordance with the provisions of this Section 6 (other than this subparagraph (iv)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of Common Units. Notwithstanding any other provisions of this Section 6, the Partnership shall not be required to make any adjustment of the Conversion Price for the issuance of any Common Units pursuant to any employee benefit or compensation plan or other plan providing for the reinvestment of distributions or interest payable on securities of the Partnership and the investment of additional optional amounts in Common Units under such plan (or the issuance of any Common Units to the Company in respect of a capital contribution by it resulting from an analogous sale of its securities). All calculations under this Section 6 shall be made to the nearest cent with $.005 being rounded upward) or to the nearest one-tenth of a Unit (with .05 of a Unit being rounded upward), as the case may be. Anything in this paragraph (d) to the contrary notwithstanding, the Partnership shall be entitled, to the extent permitted by law, to make such reductions in the Conversion Price, in addition to those required by this paragraph (d), as it in its discretion shall determine to be advisable in order that any Unit distributions, subdivision of Units, reclassification or combination of Units, distribution of rights, options or warrants to purchase stock or securities, or a distribution of other assets (other than cash distributions) hereafter made by the Partnership to its Unitholders shall not be taxable. (e) If the Partnership shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Common Units, sale of all or substantially all of the Partnership's assets or recapitalization of the Common Units and excluding any transaction as to which subparagraph (d)(i) of this Section 6 applies) (each of the foregoing being referred to herein as a "Transaction"), in each case as a result of which Common Units shall be converted into shares the right to receive securities or other property (including cash or any combination thereof), each Series One Preferred Unit that is not converted into the right to receive securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of Capital StockUnits or securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of Common Units into which one Series One Preferred Unit was convertible immediately prior to such Transaction, assuming such holder of Common Units (i) is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a "Constituent Person"), or an affiliate of a Constituent Person and (ii) failed to exercise his or her rights of the election, if any, as to the kind or amount of securities and other property (including cash) receivable upon such Transaction (provided that if the kind or amount of stock, securities and other property (including cash) receivable upon such Transaction is not the same for each Common Unit of the Partnership held immediately prior to such Transaction by other than a Constituent Person or an affiliate thereof and in respect of which such rights of election by such person shall not have been exercised ("Non-Electing Share"), then for the purpose of this paragraph (e) the kind and amount of stock, securities and other property (including cash) receivable upon such Transaction by each Non-Electing Share shall be deemed to be the kind and amount so receivable per Unit by a plurality of the Non-Electing Shares). The Partnership shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this paragraph (e), and it shall not consent or agree to the occurrence of any Transaction until the Partnership has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Series One Preferred Units that will contain provisions enabling the holders of the Series One Preferred Units that remain outstanding after such Transaction to convert their Series One Preferred Units into the consideration provided for herein. The provisions of this paragraph (e) shall similarly apply to successive Transactions. (f) If: (i) the Partnership shall declare a distribution on the Common Units (excluding cash distributions to the extent that after giving effect to such distributions the f

Conversion. The Subject to the next two succeeding sentences, a Holder of any a Security has the right, exercisable may convert it at any time prior to 5:00 p.m., New York City time, before the close of business on March 1511, 20302018; provided, to convert the principal amount thereof (or any portion 104 thereof however, that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If if a Security is called for redemption, the conversion right will terminate Holder may convert it at any time before the close of business on the Business Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock for each $1,000 of Principal Amount shall be equal to the Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 19.109 shares of Common Stock per 1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with Article XI of the Indenture, whether or not the Company has delivered a notice pursuant to Section 11.02 thereof to the effect that the conversion price will be paid in cash. The amount of cash to be paid for each $1,000 Principal Amount of a Security shall be equal to the Sale Price of a share of Common Stock on the Trading Day immediately preceding prior to the corresponding Redemption Daterelated Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of Article XI of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, unless on or after, as the case may be, the Conversion Date or the date on which the Company defaults delivers its notice of whether each Security shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a default in making such payment on such Securities), provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such cash is paid. In the event the Company exercises its option pursuant to Section 12.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock (or, at the Company's option, the same amount of cash in lieu thereof) such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment due upon redemptionof an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, Security a Holder must (1i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepositary's book entry conversion program, (2ii) surrender the Security to a Conversion AgentAgent by physical or book entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book entry conversion program), (3iii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iv) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion Book entry delivery of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on to the Conversion DateAgent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of shares of Common Stock (and any cash in lieu of fractional interestshares) or cash in exchange for the Security being converted pursuant to the terms hereof. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into shares Common Stock may be changed into a right to convert it into securities, cash or other assets of Capital Stockthe Company or another person.

Conversion. The Holder (a) (i) Conversions at Option of any Security has Holder. Each share of Preferred Stock shall be convertible into shares of Common Stock (subject to the rightlimitations set forth in Section 5(a)(iii) hereof) at the Conversion Ratio (as defined in Section 8) at the option of the Holder, exercisable at any time prior and from time to 5:00 p.m., New York City time, on March 15from and after the 120th day following the Original Issue Date (the "Initial Conversion Date"), 2030, thereafter any conversions of Preferred Stock are limited in each monthly period to convert 25% of the principal amount thereof (or any portion 104 thereof that is an integral multiple number of $27) into shares of Capital Preferred Stock at originally issued to the initial conversation rate Holder on the Original Issue Date, on a cumulative basis (for example, during the first month following the Initial Conversion Date, the Holder may convert up to 25% of 0.73 the number of shares of Capital Preferred Stock for each $27 in aggregate principal amount of Securities (equivalent issued to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business it on the Business Day immediately preceding Original Issue Date and during the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, first two (2) surrender months following the Security Initial Conversion Date the Holder may convert up to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by 50% of the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close number of business shares of Preferred Stock issued to it on the Regular Record Date for Original Issue Date). Holders shall effect conversions by surrendering the payment certificate or certificates representing the shares of an installment Preferred Stock to be converted to the Company, together with the form of interest conversion notice attached hereto as Exhibit A (a "Conversion Notice"). Each Conversion Notice shall specify the number of shares of Preferred Stock to be converted and the date on which such conversion is to be effected, which date may not be prior to the opening of business on date the next Interest Payment Holder delivers such Conversion Notice by facsimile (the "Conversion Date, then, notwithstanding such conversion"). If no Conversion Date is specified in a Conversion Notice, the interest payable on such Interest Payment Conversion Date will shall be paid to the registered date that the Conversion Notice is deemed delivered hereunder. If the Holder is converting less than all shares of such Security on such Regular Record Date. In such eventPreferred Stock represented by the certificate or certificates tendered by the Holder with the Conversion Notice, such Security, when surrendered for conversion, need or if a conversion hereunder cannot be accompanied by payment of an amount equal effected in full for any reason, the Company shall promptly deliver to such Holder (in the interest payable on manner and within the time set forth in Section 5(b)) a certificate for such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockas have not been converted.

Conversion. The Holder holder of any Security has the right, exercisable at any time after 90 days following the Issuance Date and prior to 5:00 p.m., New York City time, the close of business on March 15, 2030the Business Day immediately preceding the final maturity date of the Security, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $271,000) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 165.00 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If circumstances as provided in the Indenture, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, date fixed for redemption (unless the Company defaults shall default in making the payment due redemption payment, including interest and Liquidated Damages, if any, when it becomes due, in which case the conversion right shall terminate at the close of business on the date on which such default is cured). As further provided in the Indenture, the Company agrees that, upon redemptionthe occurrence of the Stock Split (which it is currently contemplated will occur on April 2, 1999), the Conversion Price shall be automatically adjusted to $82.50 per share. Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Depositary the appropriate instructions for conversion pursuant to the Depositary's procedures. To convert a certificated Security, a Holder the holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below (or complete and manually sign a facsimile thereof) and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and Agent, (4) pay any transfer or similar tax, if required by the Conversion Agent, and (5) if required, pay funds equal to interest and Liquidated Damages, if any, payable on the next interest payment date. Upon conversion, no adjustment or payment payments will be made for accrued and unpaid interest or dividendsLiquidated Damages, but if any, on the Securities so converted or for dividends or distributions on, or Liquidated Damages, if any, attributable to, any Common Stock issued on conversion of the Securities, except that, if any Holder Noteholder surrenders a Security for conversion after the close of business on the Regular Record Date a record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid on such interest payment date to the person who was the registered Holder holder of such Security on such Regular Record Daterecord date. In such event, such Security, when Any Securities surrendered for conversion, need not conversion during the period after the close of business on any record date for the payment of interest and before the opening of business on the next succeeding interest payment date (except Securities called for redemption on a redemption date or to be repurchased on a Designated Event Payment Date during such period) must be accompanied by payment of in an amount equal to the interest and Liquidated Damages, if any, payable on such Interest Payment Date interest payment date on the portion principal amount of Securities so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Security in respect of any which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Security shall may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount Indenture. The above description of conversion of the Securities is qualified by reference to, and is subject in its entirety to, the more complete description thereof converted into shares of Capital Stockcontained in the Indenture.

Conversion. (a) The Holder holders of any Security has shares of Series A Preferred Stock shall have the right, exercisable at any time prior or from time to 5:00 p.m., New York City time, on March 15, 2030at their option, to convert the principal amount thereof (all or any portion 104 thereof that is an integral multiple of $27) such shares into shares of Capital Common Stock at on the initial conversation rate following basis: Each share of 0.73 Series A Preferred Stock shall be convertible into the number of shares of Capital Common Stock for each $27 equal to 100 divided by 115% of Book Value as of December 31, 1995. The Corporation may, at its option, pay to any holder cash in aggregate principal amount lieu of Securities (equivalent to a conversion price of $37 per any fractional share of Capital Common Stock issuable upon conversion of shares of Series A Preferred Stock. (b) In the Company). The conversion ratio and equivalent conversion price in effect at case of a redemption pursuant to Section 3 hereof of any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionshares of Series A Preferred Stock, the right of conversion right will terminate under this Section 6 shall cease and terminate, as to the shares to be redeemed, at the close of business on the Business Day immediately second day preceding the corresponding Redemption Datedate fixed for such redemption, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will default shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for in the payment of an installment the Redemption Price for the shares to be so redeemed. (c) In order to convert shares of interest and prior Series A Preferred Stock into shares of Common Stock pursuant to the opening right of business on the next Interest Payment Date, then, notwithstanding such conversionconversion set forth in Section 6(a), the interest payable holder thereof shall surrender the certificate or certificates representing Series A Preferred Stock, duly endorsed to the Corporation or in blank, at the principal office of the Corporation and shall give written notice to the Corporation that such holder elects to convert the same. Within five business days, the Corporation shall deliver at said office to such holder of Series A Preferred Stock a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Shares of Series A Preferred Stock shall be deemed to have been converted as of the date of the surrender of such shares for conversion as provided above, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such Interest Payment Date will be paid to date. Upon conversion of only a portion of the registered Holder number of such Security on such Regular Record Date. In such event, such Security, when shares covered by a certificate representing shares of Series A Preferred Stock surrendered for conversion, need not be accompanied by payment of an amount equal the Corporation shall issue and deliver to the interest payable on such Interest Payment Date on holder of the portion certificate so converted. The surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares issuable upon conversion of a Security is determined by dividing Series A Preferred Stock representing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the unconverted portion of the principal amount certificate so surrendered, which new certificate shall entitle the holder thereof converted into to the rights of the shares of Capital Series A Preferred Stock represented thereby to the same extent as if the certificate theretofore covering such unconverted shares had not been surrendered for conversion. (d) The issuance of certificates for shares of Common Stock upon the conversion of shares of Series A Preferred Stock shall be made without charge to the converting stockholder for any original issue or transfer tax in respect of the issuance of such certificates and any such tax shall be paid by the Corporation. (e) The Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of Series A Preferred Stock, the full number of shares of Common Stock then deliverable upon the conversion of all shares of Series A Preferred Stock at the time outstanding. The Corporation shall take at all times such corporate action as shall be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of Series A Preferred Stock in accordance with the provisions hereof, free from all taxes, liens, charges and security interests with respect to the issue thereof. The Corporation will, at its expense, use its best efforts to cause such shares to be listed (subject to issuance or notice of issuance) on all stock exchanges, if any, on which the Corporation's Common Stock may become listed.

Conversion. The Holder of any Security has (A) Optional Conversion by the Noteholder; Conversion Period and Price (i) Noteholders have the right, exercisable subject as provided herein and to any applicable laws and regulations, to require the Company to convert all or any of the Note at its principal amount into Shares at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert during the principal amount thereof Conversion Period (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company"Conversion Right"). The conversion ratio and equivalent conversion price in effect at any time are known as Conversion Period begins after the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject earlier to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at occur of (I) the close of business the effective date of a Registration Statement filed by the Company with the Commission with respect to the Shares or (II) the date such Shares may be sold pursuant to the exemption from registration under the Securities Act provided by Rule 144 or other exemption from registration under the Securities Act, and ends upon the earliest to occur of (A) the second Business Day prior to the later of March 31, 2007, or the date on which all principal and interest on the Note is repaid in full, (B) if such Notes shall have been called for redemption pursuant to Condition 7, the close of the second Business Day immediately preceding prior to the corresponding Redemption Date, unless or (C) the Company defaults in making the payment due upon redemption. To convert effective date of a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredMandatory Conversion. Upon conversion, no adjustment or payment will the right of the converting Noteholder to repayment of the principal amount of the Note to be made for converted (and, subject as provided in Condition 6(B)(iv), accrued and unpaid interest or dividendsthereon) shall be extinguished and released, but if any Holder surrenders a Security for conversion after and in consideration and in exchange therefor the close of business on the Regular Record Date for the payment of an installment of interest Company shall allot and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be issue Shares credited as paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedup in full as provided in this Condition 6. The number of shares issuable upon Shares to be issued on conversion of a Security is Note will be determined by dividing the principal amount of the Security converted Note to be converted, plus accrued and unpaid interest thereon, by the Applicable Conversion Price Price, (as defined below) in effect on the Conversion Date, with the result being rounded down to the nearest whole number. (ii) A Conversion Right may only be exercised in respect of the Authorized Denomination or multiples thereof of Notes. No fractional shares If more than one Note is converted at any one time by the same Holder, the number of Shares to be issued upon such conversion will be calculated on the basis of the aggregate principal amount of the Notes to be converted. Fractions of Shares will not be issued on conversion and no cash adjustments will be made in respect thereof. (iii) Except for conversions pursuant to Condition 7(B)(iii), the price at which Shares will be issued upon conversion but the exercise of a cash adjustment Conversion Right (the "Conversion Price") initially will be made for any fractional interestU.S. $0.50. The outstanding principal Conversion Price will be subject to adjustment in accordance with the manner provided in Condition 6(C). The Company shall give notice of any adjustment of the Conversion Price in accordance with Condition 15 within ten (10) Business Days with effective date of such adjustment. (iv) Notwithstanding the provisions of paragraph (i) of this Condition 6(A), if the Company shall default in making payment in full in respect of any Note which shall have been called for redemption or shall fail to issue Shares in respect of any Conversion or redemption, then, from the Relevant Date, interest shall continue to accrue on such Note and the Conversion Right attaching to such Note will continue to be exercisable (unless already exercised by the Company pursuant to Condition 6(D)) up to, and including the close of business (at the place where the Note is deposited in connection with the exercise of the Conversion Right) on the date upon which the full amount of any Security shall be reduced the monies payable in respect of such Note has been duly received by the portion Holder or, or the date of the principal amount thereof converted into shares issuance of Capital Stockthe Conversion Shares or redemption Shares.

Conversion. The Holder 8.1 Each holder of any Security has Series A Preferred Stock shall have the right, exercisable at its option, at any time prior and from time to 5:00 p.m.time from the Issue Date to convert, New York City timesubject to the terms and provisions of this Section 8, on March 15any or all of such holder's shares of Series A Preferred Stock. In such case, 2030the shares of Series A Preferred Stock shall be converted into such number of fully paid and nonassessable shares of Common Stock as is equal, subject to Section 8.7, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple product of $27) into the number of shares of Capital Series A Preferred Stock at being so converted multiplied by the initial conversation rate quotient of 0.73 shares (a) the Liquidation Preference plus any Accumulated Dividends and any Accrued Dividends to and including the date of Capital Stock for each $27 conversion divided by (b) the Conversion Price (as defined below) then in aggregate principal amount of Securities (equivalent effect, except that with respect to a conversion price of $37 per any share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is which shall be called for redemption, the conversion redemption such right will shall terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Datedate of redemption of such share, unless the Company defaults shall default in making the performance or payment due upon redemptionexchange or redemption thereof. To The Conversion Price shall be $22.44, subject to adjustment as set forth in Section 8.3. The conversion right of a holder of Series A Preferred Stock shall be exercised by the holder by the surrender of the certificates representing shares to be converted to the Company at any time during usual business hours at its principal place of business or the offices of its duly appointed transfer agent for the Series A Preferred Stock to be maintained by it, accompanied by written notice that the holder elects to convert all or a Securityportion of the shares of Series A Preferred Stock represented by such certificate and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if so required by the Security Registrar Company or Conversion Agent its duly appointed transfer agent for the Series A Preferred Stock, by a written instrument or instruments of transfer in form reasonably satisfactory to the Company or its duly appointed transfer agent for the Series A Preferred Stock duly executed by the holder or its duly authorized legal representative and (4) pay any transfer tax stamps or similar taxfunds therefor, if requiredrequired pursuant to Section 8.9. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after Immediately prior to the close of business on the Regular Record Date date of receipt by the Company or its duly appointed transfer agent for the Series A Preferred Stock of notice of conversion of shares of Series A Preferred Stock, each converting holder of Series A Preferred Stock shall be deemed to be the holder of record of Common Stock issuable upon conversion of such holder's Series A Preferred Stock notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such person. Upon notice from the Company, each holder of Series A Preferred Stock so converted shall promptly surrender to the Company, at any place where the Company shall maintain a transfer agent for its Series A Preferred Stock, certificates representing the shares so converted, duly endorsed in blank or accompanied by proper instruments of transfer. On the date of any conversion, all rights with respect to the shares of Series A Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except only the rights of holders thereof to (i) receive certificates for the number of shares of Common Stock into which such shares of Series A Preferred Stock have been converted; (ii) the payment of an installment any Accumulated Dividends or Accrued Dividends thereon; and (iii) exercise the rights to which they are entitled as holders of interest Common Stock. 8.2 When shares of Series A Preferred Stock are converted pursuant to this Section 8, all Accumulated Dividends and all Accrued Dividends (whether or not declared or currently payable) on the Series A Preferred Stock so converted to (and not including) the date of conversion shall be immediately due and payable. 8.3 The Conversion Price shall be subject to adjustment as follows, provided that the following adjustment provisions shall be applied to the extent that any such provision is not duplicative with respect to any other adjustment contemplated by this Section 8.3: i. In case the Company shall at any time or from time to time (i) make a redemption payment or pay a dividend (or other distribution) payable in shares of Common Stock on any class of capital stock (which, for purposes of this Section 8.3 shall include, without limitation, any dividends or distributions in the form of options, warrants or other rights to acquire capital stock) of the Company (other than the issuance of shares of Common Stock in connection with the conversion of Series A Preferred Stock or the issuance of shares of Common Stock pursuant to options granted to employees of the Company or its subsidiaries pursuant to employee benefit plans approved by the Board of Directors of the Company); (ii) subdivide the outstanding shares of Common Stock into a larger number of shares; (iii) combine the outstanding shares of Common Stock into a smaller number of shares; (iv) issue any shares of its capital stock in a reclassification of the Common Stock; or (v) pay a dividend or make a distribution to all holders of shares of Common Stock (other than a dividend or distribution paid or made to holders of shares of Series A Preferred Stock in the manner provided in Section 8.2) pursuant to a stockholder rights plan, "poison pill" or similar arrangement then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of any share of Series A Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such share of Series A Preferred Stock been converted immediately prior to the opening occurrence of such event. An adjustment made pursuant to this Section 8.3(a) shall become effective retroactively (A) in the case of any such dividend or distribution, to the day immediately following the close of business on the next Interest Payment Daterecord date for the determination of holders of the capital stock of the Company entitled to receive such dividend or distribution or (B) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective. ii. In case the Company shall at any time or from time to time issue or sell shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock or options granted to employees of the Company or its subsidiaries pursuant to employee benefit plans approved by the Board of Directors of the Company) to holders of its Common Stock at a price per share less than the Market Value for the period ending on the date of issuance (treating the price per share of any security convertible or exchangeable or exercisable into Common Stock as equal to (i) the sum of the price for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (ii) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), other than (A) issuances or sales for which an adjustment is made pursuant to another paragraph of this Section 8.3, (B) issuances of shares of Common Stock or securities exercisable or convertible into Common Stock pursuant to mergers, acquisitions, consolidations, exchanges, reorganizations or combinations, (C) issuances that are subject to certain triggering events (until such time as such triggering events occur) or (D) options granted to employees of the Company or its subsidiaries pursuant to employee benefit plans approved by the Board of Directors of the Company, then, notwithstanding and in each such conversioncase, the interest payable on such Interest Payment Date will Conversion Price then in effect shall be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined adjusted by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional day immediately prior to such record date by a fraction (I) the numerator of which shall be the sum of the number of shares will of Common Stock outstanding on such record date plus the number of additional shares of Common Stock issued or to be issued upon conversion but a cash adjustment will (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be made exercised) and (II) the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate consideration for any fractional interest. The outstanding principal the total number of such additional shares of Common Stock so issued (or into which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised plus the aggregate amount of any Security additional consideration initially payable upon conversion, exchange or exercise of such security) would purchase at the Market Value for the period ending on the date of conversion; provided, that if the holders of Series A Preferred Stock are offered the opportunity to participate in any such offering on a pro rata basis with the holders of Common Stock and decline to participate or if the holders of Series A Preferred Stock are entitled to receive such options, warrants or other rights upon conversion at any time of their shares of Series A Preferred Stock, then in either such case, no adjustment shall be reduced made pursuant to this Section 8.3(b). Such adjustment shall be made whenever such shares, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such shares, securities, options, warrants or other rights; provided, however, that the determination as to whether an adjustment is required to be made pursuant to this Section 8.3(b) shall only be made upon the issuance of such shares or such convertible or exchangeable securities, options, warrants or other rights, and not upon the issuance of the security into which such convertible or exchangeable security converts or exchanges, or the security underlying such option, warrants or other right; provided further, that if any convertible or exchangeable securities, options, warrants or other rights (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 8.3(b) shall have expired or terminated without the exercise thereof and/or if by reason of the terms of such convertible or exchangeable securities, options, warrants or other rights there shall have been an increase or increases, with the passage of time or otherwise, in the price payable upon the exercise or conversion thereof, then the Conversion Price hereunder shall be readjusted (but to no greater extent than originally adjusted) with respect to any shares of Series A Preferred Stock not previously converted into Common Stock on the basis of (1) eliminating from the computation any additional shares of Common Stock corresponding to such convertible or exchangeable securities, options, warrants or other rights as shall have expired or terminated; (2) treating the additional shares of Common Stock, if any, actually issued or issuable pursuant to the previous exercise of such convertible or exchangeable securities, options, warrants or other rights as having been issued for the consideration actually received and receivable therefor; and (3) treating any of such convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion on the basis of such exercise or conversion price as shall be in effect at the time. iii. In case the Company shall at any time or from time to time (i) make a distribution to all holders of shares of its Common Stock consisting exclusively of cash (excluding any cash portion of distributions referred to in (a) above, or cash distributed upon a merger or consolidation to which Section 8.7 below applies), that, when combined together with (A) all other such all-cash distributions made within the then-preceding 12 months in respect of which no adjustment has been made and (B) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Company or any of its subsidiaries for shares of Common Stock concluded within the then-preceding 12 months in respect of which no adjustment has been made, in the aggregate exceeds 5% of the Company's market capitalization (defined as the product of the Market Value for the period ending on the record date of such distribution times the number of shares of Common Stock then outstanding) on the record date of such distribution, (ii) complete a tender or exchange offer by the Company or any of its subsidiaries for shares of Common Stock that involves an aggregate consideration that, together with (A) any cash and other consideration payable in a tender or exchange offer by the Company or any of its subsidiaries for shares of Common Stock expiring within the then-preceding 12 months in respect of which no adjustment has been made and (B) the aggregate amount of any such all-cash distributions referred to in (i) above to all holders of shares of Common Stock within the then-preceding 12 months in respect of which no adjustments have been made, exceeds 5% of the Company's market capitalization on the expiration of such tender offer or (iii) make a distribution to all holders of its Common Stock consisting of evidences of indebtedness, shares of its capital stock other than Common Stock or assets (including securities, but excluding those dividends, rights, options, warrants and distributions referred to in (i) and (ii) above), then, and in each such case, the Conversion Price then in effect shall be adjusted by dividing the Conversion Price in effect immediately prior to the date of such distribution by a fraction (I) the numerator of which shall be the Market Value for the period ending on the record date referred to below and (II) the denominator of which shall be such Market Value less then the fair market value (as determined by the Board of Directors of the Company) of the portion of the principal amount thereof converted cash, evidences of indebtedness, securities or other assets so distributed, applicable to one share of Common Stock (but such denominator not to be less than one); provided, however, that no adjustment shall be made with respect to any distribution of rights to purchase securities of the Company if the holder of shares of Series A Preferred Stock would otherwise be entitled to receive such rights upon conversion at any time of shares of Series A Preferred Stock into shares of Capital Common Stock unless such rights are subsequently redeemed by the Company, in which case such redemption shall be treated for purposes of this Section 8.3(c) as a dividend on the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution. iv. Notwithstanding anything herein to the contrary, no adjustment under this Section 8.3 need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion Price. v. The Company reserves the right to make such reductions in the Conversion Price in addition to those required in the foregoing provisions as it considers advisable in order that any event treated for Federal income tax p

Conversion. The Holder holder of any Security Convertible Note has the right, exercisable right at any time prior to 5:00 p.m., the close of business (New York City time, ) on March 15, 2030the date of the Convertible Note's maturity, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $271,000) into shares of Capital Common Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price Conversion Price of $37 1.35 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectivelyshare, and are subject to adjustment under certain circumstances. If circumstances as more fully described in Section 5.6 of the Indenture, except that if a Security Convertible Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon date fixed for redemption. To convert a SecurityConvertible Note, a Holder holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below, (2) surrender the Security Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividendsdividends (except for any required payment of Additional Voluntary Conversion Interest), but if any Holder Noteholder surrenders a Security Convertible Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid to the registered Holder holder of such Security Convertible Note on such Regular Record Daterecord date. In such event, such SecurityConvertible Note, when surrendered for conversion, need not must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (but in no circumstance shall this requirement to pay interest upon conversion result in any holder being required to pay any Additional Voluntary Conversion Interest to the Company) payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security Convertible Note is determined by dividing the principal amount of the Security Convertible Note converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional Date and then adding any shares will of Common Stock to be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion delivered in payment of the principal amount thereof converted into shares of Capital Stock.Additional Voluntary

Conversion. The At any time after 90 days following the latest date of original issuance of the Notes and prior to the close of business on the business day immediately preceding April 15, 2006, a Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to a Note may convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) such Note into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as ; provided, however, that if the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding before the corresponding Redemption Date, redemption date of such Note (unless the Company defaults shall default in making the redemption payment due when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is $38.03 per share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of shares issuable upon redemptionconversion of a Note is determined by dividing the principal amount converted by the Conversion Price in effect on the conversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the Applicable Conversion Price in effect period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note may be converted into shares only if the notice of Capital Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Holder Advance Subscription Funds shall automatically convert into Conversion Shares at the Conversion Price on the closing of any Security has a Qualifying Financing Round. The Subscriber shall have the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, option to convert into the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock Conversion Shares at the initial conversation rate Conversion Price on the closing of 0.73 shares a Non-Qualifying Financing Round. If not earlier converted, the Advance Subscription Funds shall automatically convert into Conversion Shares at the Conversion Price on the Longstop Date or on a Sale. Conversion Shares allotted and issued hereunder shall be in full satisfaction and discharge of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock all obligations of the Company)Company under this Agreement to the Subscriber and this Agreement shall terminate automatically on completion of such conversion. The conversion ratio and equivalent conversion price in effect at any time are known as Company will notify the "Applicable Conversion Price" Subscriber within five days of the anticipated closing of either a Non-Qualifying Financing Round, a Qualifying Financing Round or Sale and the "Applicable Conversion Ratio," respectively, and are subject Subscriber agrees to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close execute any documents being executed by other subscribers in such Non-Qualifying Financing Round or Qualifying Financing Round or by shareholders of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making connection with the payment due upon redemptionSale. To convert a SecurityIn writing Unless otherwise expressly stated herein, a Holder must (1all communications under this Agreement will be in writing and may be made by letter or facsimile or email. Address Any communication by letter to be made or delivered by one party to the other(s) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after delivered to that other party at the close of business address shown next to its name on the Regular Record Date for the payment first page of an installment of interest and prior this Agreement or to such other address as may from time to time be notified by one party to the opening other(s) in accordance with this clause and any communication by facsimile or email to be made by one party to the other(s) will be made to that other party at the facsimile number or email address as may from time to time be notified by one party to the other(s) in accordance with this clause. Delivery Any communication made or delivered under this Agreement will be deemed made or delivered when received, in the case of business a facsimile or an email; when left at the relevant address, in the case of a personally delivered letter; or two Business Days after dispatch, in the case of a letter sent by prepaid first class post in an envelope addressed to the relevant address. Status of funds For the avoidance of doubt, no interest is payable on the next Interest Payment DateAdvance Subscription Funds in any circumstance, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal and no amount of the Security converted Advance Subscription Funds is repayable by the Applicable Conversion Price Company in effect on the Conversion Date. No fractional shares will any circumstance but such amount may be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stockin the Company as set out in clause 3.

Conversion. The Holder Subject to Sections 1.5(d) and 1.7, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company, any stockholder of the Company or any other Person: (i) each share of Company Capital Stock held in the Company’s treasury or owned by Parent, Merger Sub, the Company or any direct or indirect wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time, if any, shall be extinguished and cancelled without payment of any Security has the right, exercisable at any time consideration in respect thereof; (ii) each share of Series B Redeemable Preferred Stock issued and outstanding immediately prior to 5:00 p.m., New York City time, on March 15, 2030, the Effective Time shall be converted automatically into the right to convert receive a cash amount equal to $10 per share (the principal amount thereof “Series B Redeemable Amount”); (or any portion 104 thereof that is an integral multiple iii) all of $27) into the shares of Capital Company Common Stock at (excluding all Rollover Shares) and Series A Convertible Preferred Stock issued and outstanding immediately prior to the initial conversation rate Effective Time held by each Non-Dissenting Stockholder shall be converted automatically into the right to receive: (A) an amount in cash equal to (the “Closing Cash Per Stockholder”): the product of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, Per Share Closing Amount multiplied by (2) surrender the Security total number of shares of Company Common Stock and Series A Convertible Preferred Stock held by such Non-Dissenting Stockholder; provided, however, that with respect to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionRollover Shares, the interest payable on such Interest Payment Date will Closing Cash Per Stockholder for each Effective Time Holder holding Rollover Shares shall be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied reduced by payment of an amount equal to the interest payable on number of Rollover Shares, multiplied by the Per Share Closing Amount. (B) any cash disbursements required to be made from each of the respective Escrow Accounts with respect to such Interest Payment Date on shares to the portion so converted. The former holder thereof in accordance with the terms of this Agreement and the Escrow Agreement, if, as and when such disbursements are required to be made; and (C) an amount in cash equal to: the product of (1) each Per Share Final Closing Adjustment Excess Payment, if any, multiplied by (2) the total number of shares issuable upon conversion of a Security is determined Company Common Stock and Series A Convertible Preferred Stock held by dividing such Non-Dissenting Stockholder; and (iv) each share of the principal common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into one share of common stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. The amount of cash, if any, that each holder is entitled to receive at any particular time for the Security converted shares of Outstanding Capital Stock held by such holder or the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Company Capital Stock subject to Company Options held by such holder shall be reduced by rounded to the portion of nearest cent (with $0.005 being rounded upward) and computed after aggregating the principal amount thereof converted into cash amounts payable at such time for all shares of each class and series of Outstanding Capital StockStock and all Company Options held by such holder.

Conversion. The Holder of any Security has (a) On each Conversion Date: (i) the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or Association shall transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business Lender the Converted Shares received by it on the next Interest Payment that Conversion Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing ; (ii) the principal amount of the Security converted Loan shall be irrevocably reduced by the Applicable Conversion Price in effect on the Amount for that Conversion Date; (iii) subject to the transfer required by subparagraph (a)(i) being made, the payment obligations of the Association under or pursuant to the Finance Documents in respect of the Loan (including in relation to any accrued and unpaid interest and other amounts payable) in relation to those Converted Shares on such Conversion Date, shall be deemed to be satisfied in full. No fractional shares will be issued upon conversion but If after a cash adjustment will be made for Conversion Date the Association receives any fractional interest. The outstanding principal Conversion Make-up Interest from the Issuer pursuant to the Securities Terms and Conditions, the Association shall transfer to the Lender the amount of any Security such Conversion Make-up Interest if and as soon as received. If and to the extent that any Conversion Make-up Interest received by the Association from AEGON pursuant to the Securities Terms and Conditions is received in the form of Securities Scrip Interest rather than in cash, such Securities Scrip Interest shall be reduced transferred by the portion Association to the Lender hereunder if and as soon as received. If a Tax Deduction is required to be made by AEGON in respect of Conversion Make-up Interest paid to the principal Association under the Securities Terms and Conditions and such Tax Deduction is made, then (a) the Association shall pay to the Lender the amount thereof converted into shares actually received by it from AEGON net of Capital Stocksuch Tax Deduction, and (b) the Association shall assign to the Lender its refund claim in respect of such Tax Deduction in accordance with the provisions of 9.3 (Assignment of Refund Claim). (b) Any sale or transfer by the Lender of Converted Shares shall occur after consultation with AEGON.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March the Business Day immediately preceding December 15, 20302029, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2750) into shares of Capital Common Stock at the initial conversation rate of 0.73 1.3986 shares of Capital Common Stock for each $27 50 in aggregate principal amount of Securities (equivalent to a conversion price of $37 35.75 per share of Capital Common Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Common Stock.

Conversion. The In lieu of the payment of the Stock Purchase Price, the Holder shall have the right (but not the obligation), until such time as the Warrant Shares are registered pursuant to Section 7 hereof, and so long as such registration statement remains effective, to require the Company to convert this Warrant, in whole or in part, into shares of Stock (the "Conversion Right") as provided for in this Section 1.2. If, and each time, such registration statement ceases to be effective, this Conversion Right shall be in effect. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Security has of the right, exercisable Stock Purchase Price) that number of shares of Stock equal to the quotient obtained by dividing (x) the value of the Warrant at any the time the Conversion Right is exercised (determined by subtracting the aggregate Stock Purchase Price in effect immediately prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof exercise of the Conversion Right from the aggregate Market Price (or any portion 104 thereof that is an integral multiple of $27as hereinafter defined) into for the shares of Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Market Price of one share of Stock immediately prior to the exercise of the Conversion Right. As used in this Warrant, "Market Price" shall mean (A) if the Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ National Market, NASDAQ Capital Market, or is traded in the Over-the-Counter Bulletin Board market, the Market Price shall be the volume weighted average sale price (this is sometimes referred as the VWAP) of the Stock on such exchange or market as reported by such exchange or market on the last business day prior to the date of conversion of this Warrantor if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange or market (excluding any aberrational prices at or immediately prior to the regular closing time of such exchange or such market, as applicable), (B) if the Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be the fair market value of the Stock, which shall not be less than the net book value thereof as at the initial conversation rate end of 0.73 shares the most recent quarterly fiscal period of Capital Stock for each $27 the Company ending prior to the date of the conversion of the Warrant, determined in aggregate principal amount good faith by the Board of Securities (equivalent to a conversion price of $37 per share of Capital Stock Directors of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close any dispute shall be resolved by an investment banking or valuation firm of business on the Business Day immediately preceding the corresponding Redemption Date, unless the recognized national standing selected by Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior acceptable to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital StockHolder.

Conversion. The A Holder of a Security may convert the principal amount of such Security (or any Security has the right, exercisable portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to 5:00 p.m.the close of business on June 1, New York City time2008; provided, on March 15however, 2030, to convert that if the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemptionredemption or subject to purchase upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date or the Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company defaults shall default in making the redemption payment due upon redemption. To convert a Securityor Change in Control Purchase Price, a Holder must (1) complete and sign a as the case may be, when due, in which case the conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after right shall terminate at the close of business on the Regular Record Date for the payment of an installment of interest date such default is cured and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Dateis redeemed or purchased). In such eventThe initial Conversion Price is $70.23 per share, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal subject to the interest payable on such Interest Payment Date on the portion so convertedadjustment under certain circumstances. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof which are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on a date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of any such Security then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the portion Company. If the Company defaults in the payment of interest payable on such interest payment date, the principal amount thereof converted into shares of Capital Stock.Company shall promptly repay

Conversion. The In addition to and without limiting the rights of the ---------- Holder under the terms of any Security has this Warrant, the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, Holder shall have the right to convert the principal amount thereof (this Warrant or any portion 104 thereof that is an integral multiple of $27(the "Conversion Right") into shares of Capital Common Stock at as provided in this subsection 1.c. The Holder may exercise this Conversion Right on any date during the initial conversation rate Exercise Period (the "Conversion Date") by surrendering this Warrant as described in subsection 2.b. above, together with a notice of 0.73 conversion, the form of which is attached hereto as Exhibit II. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the "Converted Warrant Shares"), the Company shall deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration) (x) that number of Warrant Shares equal to the quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date by (y) the Fair Market Value of one share of Common Stock on the Conversion Date. The value of this Warrant shall be determined by subtracting (A) the aggregate Exercise Price of the Converted Warrant Shares on the Conversion Date from (B) the aggregate Fair Market Value (as defined below) of the Converted Warrant Shares on the Conversion Date. Expressed as a formula, the number of Warrant Shares issuable upon such conversion shall be computed as follows: B-A X = --- Y Where: X = the number of shares of Capital Common Stock for each $27 in that may be issued to Holder Y = the Fair Market Value of one share of Common Stock A = the aggregate principal amount of Securities Exercise Price (equivalent to a conversion price of $37 i.e., Converted Warrant Shares multiplied by the Exercise Price) B = the aggregate Fair Market Value (i.e., Converted Warrant Shares multiplied by the Fair Market Value) The Fair Market Value per share of Capital Common Stock shall be determined as follows: i. If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the Nasdaq Bulletin Board, or another nationally recognized exchange or trading system as of the Conversion Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Conversion Date; or, if no such price is reported on such date, such price on the next preceding business day; or, if no such price is reported on such date, the average of the mean of the high closing bid and the low closing asked prices for the three preceding business days (provided that if no such price is reported for the three preceding business days, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). ii. If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the Nasdaq Bulletin Board or another nationally recognized exchange or trading system as of the Conversion Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as Notwithstanding the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar taxforegoing, if required. Upon conversion, no adjustment or payment will be the Board of Directors has not made for interest or dividends, but if any Holder surrenders such a Security for conversion after determination within the close of business on the Regular Record Date for the payment of an installment of interest and three-month period prior to the opening of business on the next Interest Payment Conversion Date, then, notwithstanding such conversion, then (A) the interest payable on such Interest Payment Date will Fair Market Value per share of Common Stock shall be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is next determined by dividing the principal amount Board of Directors to represent the fair market value per share of the Security converted by Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Applicable Conversion Price in effect on Company), and (B) the Conversion Dateexercise of this Warrant pursuant to this subsection 2.c. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion delayed for a period of the principal amount thereof converted into shares of Capital Stockup to one month until such determination is made.

Conversion. The Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27a) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on On the Business Day immediately preceding following the corresponding Redemption date the Stockholder Approval is attained as contemplated by Section 5.18 of the Investment Agreement (the “Conversion Date”), unless each share of Series B Preferred Stock will automatically convert into (i) the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close number of business on the Regular Record Date for the payment shares of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount Series A Preferred Stock equal to the interest payable on quotient of (A) the Liquidation Preference with respect to such Interest Payment share of Series B Preferred Stock as of the Conversion Date on divided by (B) the portion so convertedConversion Rate plus (ii) cash in lieu of fractional shares as set out in Section 6(c). For avoidance of any doubt, if the Stockholder Approval is not attained in connection with the Stockholder Meeting, the Series B Preferred Stock will not be converted into Series A Preferred Stock. (b) The Company shall at all times reserve and keep available out of its authorized and unissued Series A Preferred Stock, solely for issuance upon the conversion of the Series B Preferred Stock, such number of shares of Series A Preferred Stock as shall from time to time be issuable upon the conversion of all the shares of Series B Preferred Stock then outstanding. Any shares of Series A Preferred Stock issued upon conversion of Series B Preferred Stock shall be duly authorized, validly issued, fully paid and nonassessable. (c) No fractional shares of Series A Preferred Stock will be delivered to the Holders upon conversion. In lieu of fractional shares otherwise issuable, the Holders will be entitled to receive, at the Company’s sole discretion, either (i) an amount in cash equal to the product of (A) such fractional share amount muliplied by (B) the Conversion Rate or (ii) one additional whole share of Series A Preferred Stock. In order to determine whether the number of shares of Series A Preferred Stock to be delivered to a Security is determined by dividing Holder upon conversion of such Holder’s shares of Series B Preferred Stock will include a fractional share, such determination shall be based on the principal amount aggregate number of the Security shares of Series B Preferred Stock of such Holder that are being converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Capital Stock.

Conversion. The Holder of 6.1. At any Security has time prior to the rightMaturity Date, exercisable and at any time prior to 5:00 p.m.the Prepayment Date, New York City timethe Acceleration Date, on March 15and the Financing Date, 2030provided that Payor shall give Payee not less than five (5) days prior written notice of any such dates or the event triggering the Acceleration Date, the Prepayment Date, or the Financing Date, the Payee may, at its sole option, exercisable in writing to the Payor at its address set forth above, convert the principal amount thereof of this Note, together with accrued unpaid interest thereon, outstanding (or any portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the Option"Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate ) at the close of business on the Business Day immediately preceding date of such exercise (the corresponding Redemption "Effective Date") convert, in whole or in part, the then outstanding principal amount of this Note, together with accrued unpaid interest thereon (the "Optional Conversion"), into, fully paid and nonassessable shares of Common Stock (the "Conversion Shares") at the purchase price of one dollar per share of Common Stock of Payor, subject to adjustment in accordance with the anti-acceleration provisions set for in this Section 6. 6.2. To exercise the Conversion Option, the holder hereof shall give written notice to Payor that it elects to convert the principal amount of this Note, together with accrued unpaid interest thereon, into Conversion Shares in accordance with the provisions of Section 6.1 above (the "Conversion Notice"). The Conversion Notice shall specify the name or names in which the holder wishes the certificates for the Conversion Shares to be registered, together with the address or addresses of the persons so named, provided such Conversion Shares may not be registered in the name of a person or persons other than the holder of this Note unless the Company defaults in making holder and such other person first comply with all applicable restrictions on the payment due upon redemptiontransfer of Conversion Shares. 6.3. To convert a SecurityPromptly after the delivery of the Conversion Notice to Payor, a Holder must (1) complete and sign a conversion notice substantially Payor shall cause to be delivered to the holder and/or Payor's designees' certificates representing the number of Conversion Shares into which this Note is being converted rounded up to the nearest whole share in the form attached hereto, (2) surrender the Security case of any fractional share. Conversion of this Note shall be deemed to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be have been made for interest or dividends, but if any Holder surrenders a Security for conversion after at the close of business on the Regular Record Date for date the payment of an installment of Conversion Notice is delivered to Payor, so that interest shall not accrue from and prior to the opening of business after such date on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of this Note converted and the Security converted by person or persons entitled to receive Conversion Shares upon such conversion shall be treated for all purposes as having been the Applicable record holder or holders thereof at such time and such conversion shall be at the Conversion Price Rate in effect on at such time. The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder of this Note for any tax in respect of the issuance of such certificates. Upon Payor's (i) delivery of the certificates for the Conversion DateShares to the holder of this Note and/or its designees and (ii) payment of the cash adjustment, if any, due to the holder of this Note pursuant to the terms of this Article 6, the holder of this Note shall surrender this Note to Payor. 6.4. No fractional Payor shall at all times keep available out of its authorized but unissued shares will be issued of Common Stock, solely for effecting the conversion of this Note, the full number of whole Conversion Shares then deliverable upon conversion but a cash adjustment will be made for any fractional interest. The outstanding of the entire principal amount of any Security this Note, and accrued unpaid interest thereon, at the time outstanding. Payor shall take at all times such corporate action as shall be reduced by necessary in order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with the portion provisions of this Article 6. 6.5. In the principal event Payor at any time or from time to time shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or distribution payable in securities of Payor other than Common Stock, then, and in each such event, provisions shall be made so that the holder of this Note shall receive upon conversion thereof, in addition to the number of Conversion Shares receivable thereupon, the amount thereof of securities of Payor which such holder would have received had this Note been converted into shares of Capital StockCommon Stock on the date of such event and had the holder retained such securities thereafter, during the period from the date of such event to and including the conversion date, giving effect to all adjustments to the Conversion Rate during such period with respect to the rights of the holder of this Note. 6.6. If the shares of Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which this Note might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. 6.7. In the event of: (1) any taking by Payor of a record of any of the holders of any class of securities for any purpose, including, but not limited to, determining the holders who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or (2) any meeting of holders of any class of securities of Payor or any action by holders of any class of securities of Payor without a meeting; or (3) any capital reorganization of Payor, any reclassification of recapitalization of the capital stock of Payor or any transfer of all or substantially all of the assets of Payor to or consolidation or merger of Payor with or into any other person; or (4) any proposed issue or grant by Payor to the holders of Common Stock of any shares of stock of any class or any other securities (including but not limited to convertible securities), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities;

Conversion. The Holder Series A Preferred Stock shall be convertible into Common Stock as follows (all capitalized terms to have the meaning set forth in a Rights Agreement [the "Rights Agreement"] dated June 7, 1999 between the Corporation and American Stock Transfer and Trust Company, which are incorporated herein by reference, unless otherwise defined herein): (A) Subject to and upon compliance with the provisions of this Section 4, the holder of any Security has shares of Series A Preferred Stock shall have the right, exercisable at such holder's option, at any time or from time to time after the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the board of directors of the Corporation prior to 5:00 p.m.such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Excluded Person) of, New York City timeor of the first public announcement of the intention of any Person (other than an Excluded Person) to commence a tender or exchange offer, on March the consummation of which would result in any Person (other than an Excluded Person) becoming the Beneficial Owner of Common Shares aggregating fifteen (15, 2030%) percent (or such lesser percentage as may be fixed by the board of directors of the Corporation pursuant to the Rights Agreement) or more of the then outstanding Common Shares, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $27) into such shares of Capital Series A Preferred Stock at the initial conversation rate of 0.73 into fully paid and nonassessable shares of Capital Common Stock for each $27 in aggregate principal amount as follows: the number of Securities Shares of Common Stock into which one share of Series A Preferred Stock may be converted is computed by dividing (equivalent to a conversion i) the Liquidation Amount (as hereinafter defined) by (ii) 50% of the current per share market price of $37 per share of Capital the Common Stock of (as defined in the Company). The conversion ratio and equivalent conversion price in effect at any time are known Rights Agreement) on the date on which the Series A Preferred Stock first becomes convertible into Common Stock (said amount being referred to herein as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are being subject to adjustment under certain circumstances. If a Security is called for redemptionpursuant to Section 4(D) hereof). (B) Subject to Subsection 4(A) above, the holder of any shares of Series A Preferred Stock may exercise the conversion right will terminate at specified in Subsection 4(A) by surrendering to the close Corporation or any transfer agent of business the Corporation the certificate or certificates for the shares to be converted, accompanied by written notice specifying the number of shares to be converted. Conversion shall be deemed to have been effected on the Business Day immediately preceding date when delivery of notice of an election to convert and certificates for the corresponding Redemption shares to be converted are delivered to the Corporation or the transfer agent. Such date is referred to herein as the "Conversion Date." Subject to the provisions of Section 4(D)(iv) hereof, unless as promptly as practicable thereafter, the Company defaults Corporation shall issue and deliver to or upon the written order of such holder a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check or cash with respect to any fractional interest in making a share of Common Stock as provided in Section 4(C). Subject to the payment due upon redemption. To convert provisions of Section 4(D)(iv), the person in whose name the certificate(s) for Common Stock are to be issued shall be deemed to have become a Security, a Holder must (1) complete and sign a conversion notice substantially in holder of record of such Common Stock on the form attached hereto, (2) surrender the Security to a applicable Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredDate. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders conversion of only a Security for conversion after portion of the close number of business on the Regular Record Date for the payment shares represented by a certificate of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when Series A Preferred Stock surrendered for conversion, need not be accompanied by payment the Corporation shall issue and deliver to or upon the written order of an amount equal to the interest payable on such Interest Payment Date on holder of the portion certificate so converted. The surrendered, at the expense of the Corporation, a new certificate in the number of shares issuable upon conversion of a Security is determined by dividing Series A Preferred Stock representing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the unconverted portion of the principal amount thereof converted into shares of Capital Stockcertificate so surrendered.