Common use of Conversion Clause in Contracts

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after the Effective Dateprior to 5:00 p.m., at its electionNew York City time, on March 15, 2030, to convert all the principal amount thereof (or part any portion 104 thereof that is an integral multiple of the Note Amount $27) into shares of fully paid and non-assessable Capital Stock at the initial conversation rate of 0.73 shares of common stock 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 Borrower (the “Common Stock”Company). The conversion ratio and equivalent conversion price shall be $0.013 per share of Common Stock (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) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A complete and sign a conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (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 days on the Regular Record Date for the payment of Conversion Notice deliveryan 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 Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Security is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”)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 Conversion Price outstanding principal amount of any Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings reduced by the Borrower relating to the Borrower’s securities or the securities of any subsidiary portion of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsprincipal amount thereof converted into shares of Capital Stock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Note has the right, exercisable at any time after the Effective Date, at its electionIssuance Date and prior to the close of business (New York City time) on the Business Day immediately preceding the date of the Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $100) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $5.00 per share, subject to adjustment under certain circumstances, except that if a 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 date fixed for redemption. To convert a Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the 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 Noteholder surrenders a Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan 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 Note on such record date. In such event, unless such Security has been called for redemption on or prior to such interest payment date, such Note, when surrendered for conversion, must 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 portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Note is determined by dividing the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note converted by the 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. A Note in respect of 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 converted only if the notice of exercise is hereby deleted withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entiretyentirety by, the more complete description thereof contained in the Indenture.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after the Effective Dateprior to 5:00 p.m., at its electionNew York City time, on March 15, 2030, to convert all the principal amount thereof (or part any portion 102 6 thereof that is an integral multiple of the Note Amount $27) into shares of fully paid and non-assessable Capital Stock at the initial conversation rate of 0.73 shares of common stock 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 Borrower (the “Common Stock”Company). The conversion ratio and equivalent conversion price shall be $0.013 per share of Common Stock (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) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A complete and sign a conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (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 days on the Regular Record Date for the payment of Conversion Notice deliveryan 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 Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Security is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”)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 Conversion Price outstanding principal amount of any Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings reduced by the Borrower relating to the Borrower’s securities or the securities of any subsidiary portion of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsprincipal amount thereof converted into shares of Capital Stock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after prior to the Effective Date, at its electionclose of business (New York time) on the date of this Security's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock at the initial conversion rate of 3.5714 shares of common stock of the Borrower Common Stock for each Security (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 14.00 per share of Common Stock of the Company), subject to adjustment under certain circumstances, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Redemption Date. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the “form attached hereto, (2) surrender this Security to a Conversion Price”Agent, (3) at all timesfurnish 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 formula of a Security is determined by dividing the principal amount of this Security converted by the 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 as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Debenture may convert all or part of the Note Amount such Debenture into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company at any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the redemption date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the Lender close of business on the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in any name directed 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 Lender) within three (3) business days of conversion price in effect on the Conversion Notice deliveryDate. The Borrower represents that it is participating in Upon conversion any accrued and unpaid interest on the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programshall be paid to the Holder thereof, and upon request at the option of the Lender and provided that Company, either (i) in freely tradeable shares of Common Stock at the Conversion Price or (ii) in cash. No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing sale price of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the last Trading Day prior to the Lender through Conversion Date. To convert a Debenture, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”)b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Price If a Holder surrenders a Debenture for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date then, notwithstanding such conversion, the interest payable on such interest payment date shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating paid to the Borrower’s securities or Holder of such Debenture on such record date. In such event, the securities Debenture must be accompanied by payment of any subsidiary an amount equal to the interest payable on such interest payment date on the principal amount of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsDebenture or portion thereof then converted. A Holder may convert a portion of a Debenture equal to $1,000 or any integral multiple thereof.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. Subject to the terms of the Indenture, the Holder of a Security may convert the Security into shares of Common Stock at the Conversion Rate under the circumstances set forth in Sections 11.2, 11.3, 11.4 and 11.5 of the Indenture. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control 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. The Lender has Conversion Rate for the right, at Securities on any time after Conversion Date shall be determined as set forth in the Effective Date, at its election, Indenture. The Company shall deliver cash or a check in lieu of any fractional share of Common Stock. A Holder's right to convert the Securities into Common Stock of the Company is also subject to the Company's right to elect to pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering all or part of such Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the Note Amount into shares of fully paid and non-assessable shares of common stock provisions of the Borrower (Indenture, the “Common Stock”). The conversion price Company shall be $0.013 per share of deliver Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the “Conversion Price”) at all times. The conversion formula shall Indenture, whether or not the Company has delivered a notice pursuant to the Indenture to the effect that the Securities will be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lenderpaid in cash. If no objection is delivered from the Borrower Company shall elect to the Lender, with respect to any variable or calculation reflected make such payment in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion or a combination of cash and Common Stock, the Company shall deliver to the Lender (in any name directed by Holder through the Lender) within three (3) business days Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request whole shares of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon the conversion and, if applicable, cash in lieu of such Common Stock and cash in lieu of any fractional shares. If, however, the Company shall elect to make all or a portion of such payment solely in cash, the Company shall deliver to the Lender Holder surrendering a Security the amount of cash per Security (or a portion of a Security) equal to the Applicable Stock Price multiplied by the Conversion Rate in effect with respect to such Conversion Date no later than the tenth Business Day following such Conversion Date. The Company may not pay cash in lieu of delivering all or part of such shares of Common Stock upon the conversion of any Security pursuant to the terms of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the case may A-11 be, the Conversion Date or the date on which the Company delivers its notice specifying whether each Conversion shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a default in such payment on such Securities). 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 payment or adjustment shall be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued and unpaid interest (including Contingent Interest, if any) on the converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the DTC Direct Registration System Conversion Date and Tax Original Issue Discount accrued 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 delivery of the Common Stock (“DRS”together with the cash payment, if any, in lieu of fractional shares), or cash in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof. Securities or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except for Securities called for redemption on a Redemption Date that occurs during the period between a Regular Record Date and the Interest Payment Date to which such Regular Record Date relates) be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the Principal Amount of Securities or portions thereof being surrendered for conversion. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Applicable Stock Price. The Company agrees, and each Holder and any beneficial owner of a Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Common Stock as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4(b). 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 the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Price shall Rate will be subject to equitable adjustments adjusted under the Indenture for stock splits, stock dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights offerings by to purchase Common Stock for a period expiring within 60 days at less than the Borrower relating Sale Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding A-12 certain cash dividends or distributions), combinationsall as more fully provided in the Indenture. However, recapitalization, reclassifications, extraordinary distributions and similar eventsno 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.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightterms and conditions of the Indenture, at any time or times after the Effective Issue Date, at its election, to a Holder of a Security may convert all the Principal Amount of such Security (or part of the Note Amount any portion thereof) into shares of fully paid and non-assessable shares of the Company’s common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A conversion notice (“Conversion Notice”) Holder may be delivered to Borrower by method convert fewer than all of Lendersuch Hxxxxx’s choice (including but not limited to email, facsimile, mail, overnight courier, Securities so long as the Securities converted are an integral multiple of $1,000 Principal Amount. Holders converting any Securities or personal delivery), and all conversions portions thereof shall be cashless entitled to receive any accrued and not require further payment from unpaid interest on the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery Principal Amount being converted as of the Conversion NoticeDate to the extent provided for in the Indenture. If the Conversion Date occurs between the close of business on the Record Date and the opening of business on the immediately following Interest Payment Date, the Borrower Company shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion pay to the Lender applicable Holder in cash, on such Interest Payment Date, an amount equal to the accrued and unpaid interest through the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date an amount equal to the interest otherwise payable to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in any name directed by this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Lender) within three (3) business days Trustee, as custodian of Conversion Notice delivery. The Borrower represents that it is participating the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY — Subject to certain limitations in the Depository Trust Indenture, at any time when the Company (“DTC”is not subject to Section 13 or 15(d) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the United States Securities Exchange Act of 19331934, as amended (the “Securities 2 Exchange Act”), upon the request of a Holder or are effectively registered any beneficial owner of a Restricted Security or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) and any reports required to be filed by them under the Exchange Act or Securities ActAct (as defined below) to such Holder or any beneficial owner of Restricted Securities, the Borrower shall cause its transfer agent to electronically issue the or holder or beneficial owner of shares of Common Stock issuable issued upon conversion thereof, or to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities a prospective purchaser of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.such

Conversion. The Lender has Subject to the rightterms and conditions of the Indenture, a Holder may convert each of its Securities into shares of Common Stock at an initial conversion rate of [*] shares per $1,000 Principal Amount of Securities (the “Conversion Rate”), at any time after prior to the Effective close of business on [*]. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder’s Securities so long as the Securities converted are an integral multiple of $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for conversion during the period from close of business on any Record Date for the payment of interest through the close of business on the Business Day next preceding the following Interest Payment Date, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the Principal Amount being converted; provided, however, that no such payment shall be required if there shall exist at its electionthe time of conversion a default in the payment of interest on the Securities. In addition, to the extent the Holder elects to convert all or part of the Note Amount this Security into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion in connection with a transaction that constitutes a Fundamental Change that occurs on or prior to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programJanuary 15, and upon request 2011, pursuant to which 10% or more of the Lender and provided that the shares to be issued are eligible consideration for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion (other than cash payments for fractional shares) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s traded immediately following such transaction on a United States national securities exchange or the securities of Nasdaq Global Market, the Company will increase the Conversion Rate for any subsidiary Securities surrendered for conversion as set forth in Section 12.08 of the BorrowerIndenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, combinationsincluding an exchange, recapitalizationtransfer, reclassificationsrepurchase or conversion of this Security in part only, extraordinary distributions and similar events.” Section 4 the Trustee, as custodian of the Note is hereby deleted Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in its entiretyaccordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued and unpaid interest, through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

Conversion. The Lender has Holder may convert the rightoutstanding principal amount of this Note, and accrued and unpaid interest thereon (or a portion of such outstanding principal amount as provided in Section 4.3) into fully paid and nonassessable shares of Common Stock of the Company (“Conversion Shares”) at any time after prior to the Effective Datetime the outstanding principal amount of this Note, and accrued and unpaid interest thereon is paid in full, at its election, to convert all or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower Conversion Price (the “Common Stock”)as defined herein) then in effect. The conversion price shall be $0.013 per share number of shares of Common Stock issuable upon conversion of this Note shall be determined by dividing the principal amount (and accrued and unpaid interest, if any) to be converted by the conversion price in effect on the Conversion Date (the “Conversion Price”) at all times). The initial Conversion Price is $5.00 and is subject to adjustment as provided in this Section 4. The provisions of this Note that apply to conversion formula shall be as follows: Number of shares receivable upon the outstanding principal amount of this Note and accrued and unpaid interest thereon also apply to a partial conversion equals of this Note. The Holder is not entitled to any rights of a holder of Conversion Shares until the dollar conversion amount divided by Holder has converted this Note (or a portion thereof) into Conversion Shares, and only to the extent that this Note is deemed to have been converted into Conversion PriceShares under this Section 4. A conversion To convert all or a portion of this Note, the Holder must (a) complete and sign a notice of election to convert substantially in the form annexed hereto (each, a “Conversion Notice”), (b) may be surrender the Note to the Company, (c) if registered in a different name from the Holder, furnish appropriate endorsements or transfer documents if reasonably required by the Company and (d) if registered in a different name from the Holder, pay any transfer or similar tax, if required. The date on which the Holder satisfies all of such requirements is the conversion date (the “Conversion Date”). As soon as practicable, and in no event more than three (3) Business Days after the Conversion Date, the Company will (1) provided that: (a) the Company’s Transfer Agent is participating in The Depository Trust Company’s Fast Automated Securities Transfer Program, (b) the Conversion Shares are eligible for such program, (c) a registration statement covering the re-sale of the Conversion Shares is effective, and (d) on the Conversion Date a letter from a broker has been delivered to Borrower by method the Transfer Agent representing that all of Lenderthe Conversion Shares were sold pursuant to the registration statement referred to in clause (c) (collectively, the “DTC FAST Requirements”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s choice or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (including but 2) if any of the DTC Fast Requirements are not limited to emailmet, facsimile, mail, issue and deliver (via reputable overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower ) to the Lender, with respect to any variable or calculation reflected address as specified in the Conversion Notice within 24 hours a certificate for the number of delivery whole Conversion Shares issuable upon such conversion. The person in whose name the certificate for Conversion Shares is to be registered shall become the stockholder of record on the Conversion Date and, as of the Conversion NoticeDate, the Borrower rights of the Holder shall cease as to the portion thereof so converted; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive the Conversion Shares upon such conversion as the stockholder of record of such Conversion Shares on such date, but such surrender shall be effective to constitute the person entitled to receive such Conversion Shares as the stockholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the Conversion Price in effect on the date that this Note shall have been thereafter deemed surrendered for conversion, as if the stock transfer books of the Company had not been closed. In the case of a partial conversion of this Note, upon such conversion, the Company shall execute and deliver to have irrevocably confirmed the Holder, at the expense of the Company, a new Note in an aggregate principal amount equal to the unconverted portion of the principal amount. This Note may be converted in part in a principal amount equal to $10,000 or an integral multiple thereof, unless the outstanding principal amount of this Note is less than $10,000, in which case, only such outstanding principal amount and irrevocably ratified such notice accrued and unpaid interest thereon is convertible into Conversion Shares. No fractional Conversion Shares shall be issued upon conversion of this Note. Instead of any fractional Conversion Share which would otherwise be issuable upon conversion and waived any objection theretoof this Note, the Company shall round up to the next whole number of shares. The Borrower issuance of certificates for Conversion Shares upon the conversion of this Note shall deliver the shares of Common Stock from any conversion be made without charge to the Lender (Holder for such certificates or for any tax in any name directed by respect of the Lender) within three (3) business days issuance of Conversion Notice delivery. The Borrower represents that it is participating such certificates, and such certificates shall be issued in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programname of, and upon request of or in such names as may be directed by, the Lender and provided Holder; provided, however, that in the shares event that certificates for Conversion Shares are to be issued are eligible for transfer under Rule 144 in a name or names other than the name of the Securities Act Holder, such Note, when surrendered for conversion, shall be accompanied by an instrument of 1933transfer, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion in form reasonably satisfactory to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splitsCompany, stock dividends or rights offerings duly executed by the Borrower relating Holder or its duly authorized attorney; and provided further, moreover, that the Company 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 certificates in a name or names other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Borrower’s securities Company the amount of such tax or shall have established to the securities of any subsidiary reasonable satisfaction of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsCompany that such tax has been paid or is not applicable.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Debenture may convert all or part of the Note Amount such Debenture into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company at any time prior to maturity; provided that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the Redemption Date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the -------- ------- Holder of a Debenture presents such Debenture for redemption prior to the Lender close of business on the Redemption Date for such Debenture the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in any name directed 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 $5.00 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 Lender) within three (3) business days Conversion Price in effect on the conversion date. Payment of Conversion Notice deliveryaccrued interest on a converted Debenture will be made to the conversion date on the next succeeding interest payment date. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programUpon conversion, and no adjustment for dividends will be made for dividends or distributions on shares of Common Stock issued upon request conversion of the Lender and provided that the a Debenture. No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the Conversion Price of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the last trading day prior to the Lender through date of conversion. To convert a Debenture, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice attached hereto and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Debenture to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends (c) furnish appropriate endorsements or rights offerings transfer documents if required by the Borrower relating Registrar or the Conversion Agent, (d) execute any investment letters or other documents required by the Company, and (e) pay any transfer or similar tax, if required. If a Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next interest payment date, the amount of interest payable on such interest payment date will be the amount accrued to the Borrower’s securities or date of conversion on the securities of any subsidiary principal amount of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsDebenture or portion thereof then converted. A Holder may convert a portion of a Debenture equal to $1,000 or any integral multiple thereof.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to and in compliance with the rightprovisions of the Indenture (including, without limitation, the conditions to conversion of this Security set forth in Section 6.1 thereof and the right of the Company to elect to deliver cash or a combination of cash and Common Stock set forth in Section 6.13 thereof), a Holder is entitled, at any time after the Effective Date, at its electionsuch Holder’s option, to convert all the Holder’s Security (or part any portion of the Note Amount principal amount thereof that is $1,000 or a multiple of $1,000), into shares of fully paid and non-assessable nonassessable shares of common stock Common Stock at the Conversion Rate in effect on the date of conversion. Upon conversion, the Company shall have the right to deliver, in lieu of shares of Common Stock, cash or a combination of cash and shares of Common Stock. On the first date the Securities become convertible, the Company shall notify Holders in writing of its Principal Conversion Settlement Election. This notification is irrevocable and legally binding with regard to any subsequent conversion of the Borrower (Securities. Until the “Common Stock”)Securities are surrendered for conversion, the Company shall not be required to notify Holders of its method for settling the Excess Amount of its conversion obligation of the $1,000 principal amount of the Securities. The Company shall notify Holders of any event triggering the right to convert the Securities in accordance with the Indenture. A Security in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, exercising the right of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 17.3919 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. To surrender a Security for conversion, a Holder must, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, (1) surrender the Security to the Conversion Agent, (2) complete and manually sign the conversion price shall be $0.013 per notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsements and transfer documents and (4) pay all funds required, if any, relating to interest (including Contingent Interest and Additional Interest, if any), and any transfer or similar tax or duty, if required. No fractional share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable issued upon conversion equals of any Security. Instead, the dollar conversion amount divided by Company shall pay a cash adjustment as provided in the Conversion PriceIndenture. A conversion notice (“Conversion Notice”Except as provided in Section 6.2(a) may and Section 6.12 of the Indenture, no separate cash payment or adjustment shall be delivered to Borrower by method of Lender’s choice made for accrued and unpaid interest (including but not limited to emailContingent Interest and Additional Interest, facsimile, mail, overnight courier, if any) or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver dividends on the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating Stock, except as provided in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext succeeding sentence, a holder of a Debenture may convert it into Common Shares at any time after prior to the Effective Dateclose of business on the Maturity Date in accordance with the indenture, at its electionprovided that if the Debenture is called for redemption, the holder is entitled to convert all or part it at any time before the close of business on the last business day prior to the Redemption Date. A Debenture in respect of which a holder has delivered a Change of Control Redemption Notice accepting an Offer may be converted only if such Change of Control Redemption Notice is withdrawn in accordance with the terms of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)indenture. The conversion price shall be $0.013 initial Conversion Rate is approximately 104.4932 Common Shares per share U.S.$1,000 principal amount of Common Stock (the “Debentures, reflecting an initial Conversion Price”) at all times. The conversion formula shall be as follows: Number Price of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”)U.S.$9.57. The Conversion Price shall be is subject to equitable adjustments adjustment upon the occurrence of certain events described in the indenture, including the events described below. The Company will deliver cash in lieu of any fractional Common Share. Subject to the indenture, to convert a Debenture, a holder must (1) complete and manually sign a conversion notice in the form attached as Schedule D to the indenture and deliver such notice to the Trustee or, if applicable, complete and deliver to The Canadian Depository for stock splitsSecurities Limited ("CDS", stock dividends which term includes any successor thereto) the appropriate instruction form for conversion pursuant to CDS's book entry conversion program, (2) surrender the Debenture to the Trustee by physical or rights offerings book entry delivery (which is not necessary in the case of conversion pursuant to CDS's book entry conversion program), (3) furnish appropriate endorsements and transfer documents if required by the Borrower relating Trustee or the Company and (4) pay any transfer or similar tax, if required. Book entry delivery of a Debenture to the Borrower’s securities or Trustee may be made by any financial institution that is a participant in CDS; conversion through CDS's book entry conversion program is available for any Debenture that is held in an account maintained at CDS by any such participant. No accrued and unpaid interest from the securities of any subsidiary Interest Payment Date next preceding the Conversion Date will be paid on Debentures that are converted except if a Debenture is converted in response to a call for redemption in accordance with Article 3 of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 indenture or in response to an Offer made upon the occurrence of a Change of Control as provided in Article 5 of the Note is hereby deleted in its entiretyindenture.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Debenture may convert all or part of the Note Amount such Debenture into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company at any time prior to maturity; provided that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the Redemption Date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the -------- ------- Holder of a Debenture presents such Debenture for redemption prior to the Lender close of business on the Redemption Date for such Debenture the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in any name directed 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 pConversion Price is $3.50 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 Lender) within three (3) business days conversion pConversion Price in effect on the conversion date. Payment of Conversion Notice deliveryaccrued interest on a converted Debenture will be made to the conversion date on the next succeeding interest payment date. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programUpon conversion, and no adjustment for dividends will be made for dividends or distributions on shares of Common Stock issued upon request conversion of the Lender and provided that the a Debenture. No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the conversion pConversion Price of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the last trading day prior to the Lender through date of conversion. To convert a Debenture, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice attached hereto and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Debenture to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends (c) furnish appropriate endorsements or rights offerings transfer documents if required by the Borrower relating Registrar or the Conversion Agent, (d) execute any investment letters or other documents required by the Company, and (e) pay any transfer or similar tax, if required. If a Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next interest payment date, the amount of interest payable on such interest payment date will be the amount accrued to the Borrower’s securities or date of conversion on the securities of any subsidiary principal amount of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsDebenture or portion thereof then converted. A Holder may convert a portion of a Debenture equal to $1,000 or any integral multiple thereof.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The So long as this Credit Line is outstanding, Lender has the rightmay, in its sole and absolute discretion, at any time after (including, without limitation, as provided for in Section 4 above) convert all or any portion of the unpaid aggregate principal amount of the Advances and unpaid accrued interest thereon into such number of whole shares of Borrower Common Stock (“Conversion Shares”) determined by dividing the amount of the Advances and unpaid accrued interest thereon Borrower desires to convert as specified in its Conversion Notice by the greatest of (i) the Closing Price on the Effective Date, at its election, to convert all or part of (ii) the Note Amount into shares of fully paid and non-assessable shares of common stock of Closing Price on the Borrower (Trading Day immediately preceding the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected date specified in the Conversion Notice within 24 hours of delivery of or (iii) the Book Value on the Trading Day immediately preceding the conversion date specified in the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed Notice (such number and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be price subject to equitable adjustments adjustment for stock splits, stock dividends and similar events affecting Borrower Common Stock); provided, however, Lender may not exercise its right of conversion hereunder and Borrower shall not be required to comply with any Conversion Notice unless and until Borrower and Lender, as applicable, shall have obtained or rights offerings made any consents, approvals, authorizations, orders, notifications, or filings required by the applicable Government Requirements from or with Governmental Authorities for issuance of Conversion Shares (“Regulatory Approvals”). Borrower relating agrees to use reasonable best efforts to assist Lender in seeking such Regulatory Approvals. Lender may only exercise its right of conversion as specified herein by delivering written notice to Borrower at least one Business Day prior to the Borrower’s securities or the securities conversion date specified therein (a “Conversion Notice”). Upon receipt of any subsidiary a Conversion Notice and delivery to Lender of the Borrowerappropriate whole number of shares of Borrower Common Stock the outstanding indebtedness hereunder subject to such conversion shall be reduced accordingly, combinationsand Lender shall record the amount of such reduction by appropriately annotating the Note. Borrower hereby agrees that it shall at all times reserve and keep available out of its authorized and unissued Borrower Common Stock, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 solely for the purpose of providing for conversion of the Note is hereby deleted outstanding indebtedness in its entiretyaccordance herewith, such number of shares of Borrower Common Stock as shall, from time to time, be sufficient therefor.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Security may convert all or part of the Note Amount such Security into shares of fully paid and non-assessable shares of common stock of the Borrower (Company commencing 180 days after[December , 1997] and thereafter at any time prior to maturity, subject to the “Common Stock”)following provisions of this Section 7. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the date fixed for such redemption. The initial conversion price shall be is $0.013 [ ] per share share, subject to adjustment in certain events. In the event the holder of this Security seeks to convert all or any portion of this Security into Common Stock (at a time when the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but Company does not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the sufficient authorized shares of Common Stock from any to satisfy such conversion, such conversion shall not be permitted, in which event the holder will have the right to require the Company to repurchase this Security for an amount payable in cash equal to the Lender (in any name directed by the Lender) within three (3) business days principal amount of Conversion Notice deliverythis Security plus accrued interest. The Borrower represents that it is participating in Company has agreed to seek stockholder approval at its 1998 Annual Meeting of Stockholders of an amendment to its Restated Certificate of Incorporation ("Certificate") increasing the Depository Trust number of authorized shares of Common Stock to an amount at least sufficient to permit the conversion of all the Securities. Until such date as the Company's Certificate has been so amended, the Company will not (“DTC”i) Fast Automated Securities Transfer exercise its right to voluntarily redeem the Debentures pursuant to Section 5 hereof or (“FAST”ii) program, and upon request issue additional shares of the Lender and provided that the shares Common Stock or securities convertible into or exchangeable for Common Stock except for (A) employee stock options to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered acquire Common Stock granted under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Company's existing stock option plans and (B) shares of Common Stock issuable upon conversion of any Security or Other Debentures or upon the exercise of stock options. To convert a Security, a Holder must (1) complete and sign the conversion notice on the back of the Security, (2) surrender the Security to the Lender through Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the DTC Direct Registration System Registrar or Conversion Agent and (“DRS”)4) pay any transfer or similar tax if required. No payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on shares of common stock issued on conversion; provided, however, that if a Security is surrendered for conversion after the record date for a payment of interest and on or before the interest payment date, then, notwithstanding such conversion, the interest falling due to such interest payment date will be paid to the Person in whose name the Security is registered at the close of business on such record date and any Security surrendered for conversion during the period from the close of business on any regular record payment date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the interest payable on such interest payment date. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple thereof. To determine the number of shares issuable upon conversion of a Security, divide the principal amount to be converted by the conversion price in effect on the conversion date. The Conversion Price shall Company will deliver a check for any fractional share. If the Company is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets, the right to convert a Security into shares of common stock may be subject changed into a right to equitable adjustments for stock splitsconvert it into securities, stock dividends cash or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary other assets of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsCompany or another Person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert such Security into shares of Common Stock of the rightCompany in whole or in part, at any time after the Effective Dateand from time to time. The initial conversion price is $0.43 per share, at its election, subject to convert all or part adjustment under certain circumstances as described in Article X of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock Indenture (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection initial conversion rate is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 2,325.5814 shares of Common Stock from any conversion per $1,000 in principal amount of Securities. Subject to the Lender (limitations set forth below and in any name directed Section 10.16 of the Indenture, the number of shares issuable upon conversion of a Security is determined by dividing the principal amount converted by the Lender) within three Conversion Price in effect on the Conversion Date plus the number of shares, if any, issuable in respect to the Make Whole Premium. Upon conversion, no adjustment for interest, if any (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in except for the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request payment of the Lender and Make Whole Premium), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, the number of shares of Common Stock to be delivered to the Holder pursuant to this paragraph 8 shall be rounded up to the nearest whole share of Common Stock; provided that such rounding shall be with respect to the sum of all shares of Common Stock issuable to be issued are eligible for transfer under Rule 144 the Holder with respect to all of the Securities Act (or portions thereof) of 1933the Holder being converted pursuant to a notice of conversion delivered by the Holder to the Conversion Agent described in the following paragraph on the date of conversion specified in such notice. To convert a Security, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. If a Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, the Security must be accompanied by payment of an amount equal to the interest and Liquidated Damages, if any, payable on such interest payment date on the principal amount of the Security or portion thereof then converted; provided, however, that no such payment shall be required if such Security has been called for conversion on a Mandatory Conversion Date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security as provided in Section 3.07 of the Indenture may be converted only if such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. Notwithstanding anything herein to the contrary, from the date of the Indenture through (i) but not including the two (2) year anniversary thereof, in no event shall the Holder be entitled to convert any portion of this Security in excess of that portion of this Security upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates (as defined below) (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Security or the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the limitations contained herein in this clause (i)) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Security with respect to which the determination of this proviso is being made (including the payment of the Make Whole Premium in connection therewith), would result in beneficial ownership by the Holder and its Affiliates of any amount greater than 4.9% of the then outstanding shares of Common Stock (whether or not, at the time of such exercise, the Holder and its Affiliates beneficially own more than 4.9% of the then outstanding shares of Common Stock), and (ii) and including the Stated Maturity, in no event shall the Holder be entitled to convert any portion of this Security to the extent that such conversion would cause the Holder to hold or own greater than 9.9% of the total combined voting power of all classes of Voting Stock of the Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code of 1986, as amended (the “Securities 2 ActCode”), taking into consideration the attribution rules set forth in Section 871(h)(3)(C) of the Code. As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are effectively registered used in and construed under Rule 144 under the Securities Act, . For purposes of the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion proviso to the Lender through second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the DTC Direct Registration System Exchange Act and Regulations 13D-G thereunder, except as otherwise provided in clause (“DRS”)1) of such proviso. The Conversion Price shall limitations set forth in clause (i) above may be subject to equitable adjustments for stock splits, stock dividends or rights offerings waived by the Borrower relating Holder upon provision of no less than sixty-one (61) days prior notice to the Borrower’s securities or Company. The limitations set forth in clause (ii) above may not be waived at any time by the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsHolder.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after prior to the Effective close of business New York City time, on April 15, 2028 (except that Securities called for redemption by the Company will be convertible at any time prior to the close of business, 110 6 New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock at the initial conversation rate of 1.7058 shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 295/16 per share of Common Stock (of the “Conversion Price”) at all timesCompany). The conversion formula ratio and equivalent conversion price, after giving effect to all adjustments, 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 the on 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 as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightprovisions of the Indenture, unless ---------- previously redeemed, the Notes are convertible (in denominations of (Euro)1.00 principal amount at maturity or integral multiples thereof), at the option of the holder thereof, into Capital Stock of the Company at any time after 365 days following the Effective Date, at its election, Issue Date and prior to convert all or part the maturity date. The number of shares of Capital Stock of the Note Amount into shares of fully paid and non-assessable shares of common stock Company ("Conversion Shares") issuable upon conversion of the Borrower Notes is equal to the principal amount of the Notes being converted (on the date of conversion) divided by (Euro)25.00, subject to adjustment as provided in the Indenture (the “Common Stock”"Conversion Ratio"). Except as described below, no adjustment will be made on conversion of any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) after a record date for the payment of interest and prior to the next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion price shall be $0.013 per share of Notes (including pursuant to the mandatory conversion feature described below) and, in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of the Common Stock on the last Trading Day prior to the day of conversion. In the case of Notes called for redemption, conversion rights will expire at the close of business on the Trading Day next preceding the date fixed for redemption, unless the Company defaults in payment of the redemption price. In addition, if the closing price on the Neuer Markt of the Common Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the “Conversion Price”) at all times. The conversion formula shall be 30-day period being referred to as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery"Market Criteria Period"), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours Shelf Registration Statement described in paragraph 2 hereof is effective and available, all of delivery the Notes will be automatically converted into that number of Conversion Shares derived by application of the Conversion NoticeRatio; provided, however, that if the Market Criteria is satisfied during the first year after the Closing Date, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver will not occur until the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request one-year anniversary of the Lender Closing Date and provided that will occur only if the shares to be issued are eligible for transfer under Rule 144 closing price on the Neuer Markt of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to is at least (Euro)32.00 on such date: Closing ------- 12 Months Beginning Price -------------------- ----- August 15, 1999 (Euro)32.00 August 15, 2000 (Euro)38.46 August 15, 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The denominator of the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be Ratio is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary adjustment as provided in Section 10.5 of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, Securities shall be convertible into shares of Common Stock at any time after prior to the Effective close of business on the Maturity Date, at its election, to convert all or part in accordance with the terms of the Note Amount Indenture and as set forth below. A Security, or portion of a Security, which has been called for Redemption pursuant to PARAGRAPH 6 may be surrendered in integral multiples of $1,000 principal amount for conversion into shares of fully paid Common Stock; provided, however, that such Security or portion thereof may be surrendered for conversion pursuant to this paragraph only until the close of business on the second Business Day immediately preceding the Redemption Date, unless the Company fails to pay the Redemption Price. The initial Conversion Price is $17.30 per share, subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver a check in payment of accrued and non-assessable shares of common stock unpaid interest (including Additional Interest) to but excluding the Conversion Date on the portion of the Borrower principal amount of a Security being converted, plus payment in lieu of any fractional share. To convert a Security, a Holder must (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”1) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), complete and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of sign the Conversion Notice, with appropriate signature guarantee, on the Borrower shall have been thereafter deemed back of the Security, (2) surrender the Security to have irrevocably confirmed a Conversion Agent, (3) furnish appropriate endorsements and irrevocably ratified such notice transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty if required pursuant to the Indenture. A Holder may convert a portion of conversion and waived any objection theretoa Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. The Borrower shall deliver the Any shares of Common Stock from any issued upon conversion of a Security shall bear the Private Placement Legend until such shares are sold pursuant to an effective registration statement or until after the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request second anniversary of the Lender later of the Issue Date and provided that the last date on which the Company or any Affiliate was the owner of such shares to be issued are eligible for transfer or the Security (or any predecessor security) from which such shares were converted (or such shorter period of time as permitted by Rule 144(k) under Rule 144 of the Securities Act or any successor provision thereunder) (or such longer period of 1933, time as amended (the “Securities 2 Act”), or are effectively registered may be required under the Securities ActAct or applicable state securities laws, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splitsas set forth in an Opinion of Counsel, stock dividends or rights offerings unless otherwise agreed by the Borrower relating to Company and the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsHolder thereof).” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into ADSs at any time after prior to the Effective Dateclose of business on the Business Day immediately preceding June 1, 2008; provided, however, that if the Security is subject to purchase upon a Change of Control, the conversion right will terminate at its electionthe close of business on the Business Day immediately preceding the Change of Control Purchase Date for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall default in making the Change of Control Purchase Price when due, to convert all or part in which case the conversion right shall terminate at the close of business on the Note Amount into shares of fully paid date such default is cured and non-assessable shares of common stock of the Borrower (the “Common Stock”such Security is purchased). The conversion price shall be initial Conversion Price is $0.013 per share of Common Stock (the “Conversion Price”) at all times9.267, subject to adjustment under certain circumstances. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to emailADSs, facsimilewhen issued, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends the terms of the Deposit Agreement. The number of ADSs issuable upon conversion of a Security is determined by dividing the principal amount of the Security or rights offerings portion thereof being converted by the Borrower Conversion Price in effect on the Conversion Date. No fractional ADSs will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the ADS Closing Price 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. The Conversion Agent shall use commercially reasonable efforts to procure the completion of Part II of the Conversion Notice by the Holder who converts a Security. The Conversion Agent shall promptly, but in no event later than two Business Days following the Conversion Date, deliver a copy of such duly completed Conversion Notice to the ADS Depositary, the Custodian (as defined in the Deposit Agreement), the Company and counsel to the Company. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof which are subject to purchase following a Change of Control 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 such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the Borrower’s securities payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change of Control Purchase Notice exercising the securities option of any subsidiary such Holder to require the Company to purchase such Security may be converted only if the Change of Control Purchase Notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Note may convert the right, at principal amount of such Note (or any time after the Effective Date, at its election, portion thereof equal to convert all $1,000 or part any integral multiple of the Note Amount $1,000 in excess thereof) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from at any conversion time prior to the Lender close of business on April 15, 2007; provided, however, that if the Note is called for redemption, -------- ------- the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date for such Note or such earlier date as the Holder presents such Note for redemption (unless the Company shall default in any name directed by making the Lender) within three (3) redemption payment when due, in which case the conversion right shall terminate at the close of business days of Conversion Notice deliveryon the date such default is cured and such Note is redeemed). The Borrower represents that it initial Conversion Price is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program$42.90 per share, and upon request subject to adjustment under certain circumstances. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Note is determined by dividing the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Note, except as described in the next succeeding paragraph, or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be 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 Note, 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 Note 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. If a Holder surrenders a Note for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder in whose name such Note was registered at the close of business on such record date. In such event, unless the Note has been called for redemption, such Note, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of the Note or portion thereof then converted. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Note 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 Note may be converted only if the Chance in Control Purchase Notice is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture.

Conversion. The Lender has A Holder of a Security may convert the right, Security into Common Stock at any time after until the Effective Dateclose of business on the Business Day prior to the Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at its electionthe close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to convert all or part 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 Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Indenture. The initial conversion price shall be is $0.013 89.0625 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Stock, subject to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected adjustment in certain events described in the Conversion Notice within 24 hours Indenture. This is equivalent to a conversion rate of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 8.3304 shares of Common Stock from per $1,000 Principal Amount of Securities at Stated Maturity. The Company will deliver cash or a check in lieu of any fractional 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 Security following a Tax Event, the Holder will be entitled on conversion to receive the Lender same number of 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 immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (in any name directed except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date, or if this Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Lender) within three (3) business days Company on any Interest Payment Date subsequent to the date of Conversion Notice deliveryconversion. The Borrower represents that it A Holder may convert a portion of a Security if the Principal Amount of such portion is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request $1,000 or an integral multiple of the Lender and provided that the shares to $1,000. No payment or adjustment will be issued are eligible made for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue dividends on the Common Stock issuable upon except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the Lender period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", from the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the DTC Direct Registration System (“DRS”). The Conversion Price Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be subject deemed to equitable adjustments 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 stock splitsthe Security being converted pursuant to the terms hereof; and the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, stock dividends or rights offerings to the extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in "Tax Event") 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. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price 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 the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the Borrower relating to the Borrower’s securities Conversion Agent, and (d) pay any transfer or the securities of any subsidiary of the Borrowersimilar tax, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsif required.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert this Security for Common Stock at any time after 90 days following the Effective Date, at its election, to convert all or part latest date of original issuance of the Note Amount into shares of fully paid Securities and non-assessable shares of common stock prior to maturity. If this Security is called for redemption, the Holder may convert it at any time before the close of the Borrower (last Trading Day prior to the “Common Stock”)Redemption Date. A Security in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Security or to redeem such Security in the event of a Fundamental Change may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The conversion price shall be $0.013 per share of Common Stock (the “initial Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection Rate is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 5.495 shares of Common Stock from 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. To convert this Security a Holder must (1) complete and manually sign the conversion notice on the back of this Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Lender Conversion Agent, (in any name directed by 2) surrender this Security to the Lender) within three Conversion Agent, (3) business days of furnish appropriate endorsements and transfer documents if required by the Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities ActAgent, the Borrower shall cause its Company or the Trustee and (4) pay any transfer agent to electronically issue or similar tax, if required. A Holder may convert a portion of this Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock issuable upon except as provided in the Indenture. On conversion of this Security, that portion of accrued Original Issue Discount attributable to the Lender period from the Issue Date to the Conversion Date with respect to the converted portion of this Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the DTC Direct Registration System delivery of the Common Stock (“DRS”). The Conversion Price shall be subject to equitable adjustments together with any cash payment in lieu of fractional shares) in exchange for stock splits, stock dividends or rights offerings by the Borrower relating portion of this Security being converted pursuant to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsterms hereof.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Company at any time after before the Effective close of business on May 8, 2020. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . 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 convert all or part 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 Note Amount into Indenture and the Supplemental Indenture. The initial Conversion Rate is 12.3309 shares of fully paid and non-assessable 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 701 of the Supplemental 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 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) must be accompanied by payment of 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 facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No 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 Borrower Common Stock (together with the “Common Stock”). The conversion price shall be $0.013 per share 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 Price”Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) at all timesshall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Common Stock; distributions to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares holders of Common Stock from any conversion of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Lender Quoted 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). However, no adjustment need be made if Holders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating 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 Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and upon request the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother Person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Note may convert the right, principal amount of such Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Class A Subordinate Voting Stock at any time after prior to the Effective last Business Day prior to the close of business on December 15, 2009; provided, however, that if the Note is called for redemption 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 redemption date or the Change in Control Payment Date, as the case may be, for such Note or such earlier date as the Holder presents such Note for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Payment, as the case may be, when due, in which case the conversion right shall terminate at its election, to convert all the close of business on the date such default is cured and such Note is redeemed or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”purchased). The conversion price shall be initial Conversion Price is $0.013 8.50 per share of Common Stock (the “Conversion Price”) at all timesshare, subject to adjustment under certain circumstances. The conversion formula shall be as follows: Number number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. of Class A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Subordinate Voting Stock issuable upon conversion of a Note is determined by dividing the principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. 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 Class A Subordinate Voting Stock on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)b) surrender the Note 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. The Conversion Price Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding Interest Payment Date (excluding Notes or portions thereof called for redemption or subject to purchase upon a Change in Control on a redemption date or Change in Control Payment Date, as the case may be, 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 such Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Note, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower provisions of the Indenture relating to the Borrower’s securities payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Payment Notice exercising the securities option of any subsidiary such Holder to require the Company to purchase such Note may be converted only if the Change in Control Payment Notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, Security into Common Stock at any time after until the Effective Dateclose of business on the Business Day prior to the Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at its electionthe close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to convert all or part 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 Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Indenture. The initial conversion price shall be is $0.013 170.11 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Stock, subject to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected adjustment in certain events described in the Conversion Notice within 24 hours Indenture. This is equivalent to a conversion rate of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 5.8785 shares of Common Stock from per $1,000 Principal Amount of Securities at Stated Maturity. The Company will deliver cash or a check in lieu of any fractional 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 Security following a Tax Event, the Holder will be entitled on conversion to receive the Lender same number of 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 immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (in any name directed except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date, or if this Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on any Interest Payment Date subsequent to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities date of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsconversion.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. Subject to earlier Maturity, Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, Holders may surrender Securities in integral multiples of $1,000 principal amount for conversion into shares of Common Stock in accordance with Article X of the Indenture. To convert a Security, a Holder must (1) complete and sign the Conversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of interest, if any, the Holder must pay in accordance with the Indenture and (5) pay any tax or duty if required pursuant to the Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Notwithstanding anything herein to the contrary, no Security may be converted after the close of business on the Business Day immediately preceding the Maturity Date. The Lender initial Conversion Rate is 76.9231 shares of Common Stock per $1,000 principal amount of Securities (which results in an effective initial Conversion Price of $13.00 per share) subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver cash in lieu of any fractional share. On conversion, no payment or adjustment for any unpaid and accrued interest or additional interest on the Securities will be made. If a Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the related interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder at the close of business on such record date is to receive; provided, however, that such payment of an amount equal to the interest described in the immediately preceding sentence in respect of a Security surrendered for conversion shall not be required with respect to a Security that (i) is surrendered for conversion after the record date immediately preceding the Maturity Date, (ii) has been called for Redemption pursuant to Section 3.04 of the rightIndenture and paragraphs 6 and 7 herein or (iii) is surrendered for conversion after a record date for the payment of an installment of interest and on or before the related interest payment date, where, pursuant to Section 3.09 of the Indenture, the Company has specified, with respect to a Fundamental Change, a Fundamental Change Repurchase Date that is after such record date and on or before such interest payment date; provided further, that, if the Company shall have, prior to the Conversion Date with respect to a Security, defaulted in a payment of interest on such Security, then in no event shall the Holder of such Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 of the Indenture or otherwise The Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with the Securities and Article X of the Indenture, at any time after during the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and nonMake-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Whole Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, Period with respect to any variable or calculation reflected in a Make-Whole Fundamental Change shall be increased to an amount equal to the Conversion Notice within 24 hours of delivery Rate that would, but for Section 10.15 of the Conversion NoticeIndenture, otherwise apply to such Security pursuant to Article X of the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion Indenture, plus an amount equal to the Lender (in any name directed Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change is announced by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to but shall not be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsconsummated.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part Upon satisfaction of the Note Amount conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security that is an integral multiple of $1,000 into shares of cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of common stock a share) of Common Stock in accordance with the provisions of Section 10.14 of the Borrower Indenture; provided that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the Redemption Date of such Security (unless the “Common Stock”Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The conversion price shall Conversion Price shall, as of the date of the Indenture, initially be $0.013 68.65 per share of Common Stock (the “Conversion Price”) at all timesStock. The conversion formula shall be Conversion Rate shall, as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request date of the Lender and provided that the shares to Indenture, initially be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”)approximately 14.57. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including Liquidated Damages, if any) 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 Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.02(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be subject deemed to equitable adjustments for stock splitssatisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Liquidated Damages, stock dividends if any) thereon. Any accrued interest (including Liquidated Damages, if any) payable on a converted Security will be deemed paid in full, rather than canceled, extinguished or rights offerings forfeited. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating Registrar or the Conversion Agent, (d) pay any transfer or other tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Borrower’s securities or Depositary appropriate instructions pursuant to the securities Applicable Procedures. If a Holder surrenders a Security for conversion between the close of any subsidiary business on the record date for the payment of an installment of interest and the opening of business on the related interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, if any) payable on such interest payment date on the principal amount of the BorrowerSecurity or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the period between close of business on such record date and the opening of business on such interest payment date, combinationsor if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, recapitalizationrespectively, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note Indenture may be converted only if such notice of exercise is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture.

Conversion. The Lender holder of any Convertible Note has the right, right at any time after prior to the Effective Date, at its electionclose of business (New York time) on the date of the Convertible Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $1.35 per share, subject to adjustment under certain circumstances as more fully described in Section 5.6 of the Indenture, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the 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 (except for any required payment of Additional Voluntary Conversion Interest), but if any Noteholder surrenders a Convertible Note for conversion after the close of business days on the 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 Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, 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 Notice deliveryInterest to the Company) payable on such interest payment date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Convertible Note is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”). The Convertible Note converted by the Conversion Price shall in effect on the Conversion Date and then adding any shares of Common Stock to be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary delivered in payment of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.Additional Voluntary

Conversion. The Lender has Under the rightcircumstances provided for in, and subject to compliance with the provisions of, the Indenture, a Holder of a Security may, at such Holder's option, convert such Security (or any time after the Effective Date, portion thereof equal to $1,000 Principal Amount at its election, to convert all Issuance or part any multiple of the Note Amount $1,000 in excess thereof) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the Conversion Rate in effect at the time of conversion (or at such other rate provided in the Indenture with respect to conversion upon satisfaction of Security Price conditions); provided, however, that if the Lender Security is called for redemption 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 (if the Holder has not previously elected to convert the Security) at the close of business on the second Business Day immediately preceding the 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 purchase (unless the Company shall default in any name directed by paying the Lender) within three (3) Redemption Price, 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 days of Conversion Notice deliveryon the date such default is cured and such Security is redeemed or purchased, as the case may be). The Borrower represents that it Company will notify Holders of any event triggering the right to convert the Security as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered an Optional Repurchase Notice or a Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice is participating withdrawn in accordance with the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request terms of the Lender Indenture. The initial Conversion Rate is 44.7015 shares of Common Stock per $1,000 Principal Amount at Issuance (with no effect given to any accretion of such amount from and provided that the after January 15, 2011), subject to adjustment under certain circumstances. No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the Sale Price of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)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. The Conversion Price shall be subject Agent may assume without independent verification that any Holder that delivers a conversion notice is entitled to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsconvert this Security.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Note has the right, exerciseable at any time after 90 days following the Effective Date, at its electionIssuance Date and prior to the close of business (New York time) on the date of the Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $43.29 per share, subject to adjustment under certain circumstances as set forth in the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a Holder must (1) complete and sign a conversion notice substantially in the form set forth below, (2) surrender the Note to the Lender (in any name directed by the Lender) within three a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the 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 Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan 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 Note on such record date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted; provided further, however, that such payment to the Company described in the immediately preceding proviso shall not be required in connection with any conversion of a Note that occurs on or after the date that the Company has issued a notice of redemption pursuant to Section 3.03 of the Indenture and prior to the date of redemption. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Note is determined by dividing the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note converted by the 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. 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 to purchase such Note may be converted only if the notice of exercise is hereby deleted withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entiretyentirety by, the more complete description thereof contained in the Indenture.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Company at any time after before the Effective close of business on February 9, 2018; PROVIDED, HOWEVER, that if a Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $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 6.245 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. To convert a Security a Holder must (i) 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), (ii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iii) pay any transfer or similar tax, if required. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. 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 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 attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security 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 Original Issue Discount accrued through the Conversion Date, at its electionand the balance, to convert all or part if any, of the Note Amount into such fair market value of such shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (and any such cash payment) shall be treated as issued in exchange for the “Conversion Price”) at all timesIssue Price of the Security being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Common Stock; distributions to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares holders of Common Stock from any conversion of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Lender 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). However, no adjustment need be made if Securityholders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating a party to a consolidation, merger or binding share exchange of the type specified in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and upon request 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 Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has You shall have the right, exercisable at your option at any time after time, to elect to require the Effective Company to convert, at a price per share equal to the Conversion Price on the Conversion Date, at its election, to convert all or part of the unpaid principal of your Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Conversion Shares. The conversion price shall be $0.013 per share Fractional Shares of Common Stock (are not to be issued upon conversion, but, in lieu thereof, the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by Company will pay a cash adjustment based on the Conversion Price. A Except where cash payment is required as an adjustment as described above, principal, if any, will be payable by the Company on any Note surrendered for conversion notice (“subsequent to the Conversion Date of such Note. The election to convert shall be made by you at any time by delivery to the Company of a Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions . The Conversion Notice shall be cashless and not require further payment from accompanied by an executed Investment Letter of the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected holder in the Conversion Notice within 24 hours form attached hereto as Exhibit C. Upon receipt of delivery of the a Conversion Notice, the Borrower Company will deliver the Conversion Shares to you at your offices located at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and you shall have been thereafter deemed tender the Note, on the Conversion Date unless another date for conversion is agreed to have irrevocably confirmed and irrevocably ratified such notice by the parties in writing. The Conversion Shares are subject to Securities Laws restrictions as set forth in Section 9.1 of this Agreement unless a current registration statement is in effect under the Securities Act. Each certificate for Conversion Shares issued upon conversion of your Note, unless at the time of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of such Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued Shares are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, shall bear the Borrower following legend (in addition to any legend required by any state securities laws): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE UNLESS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Any certificate for Conversion Shares issued at any time in exchange or substitution for any certificate bearing such legend (unless at that time such Conversion Shares are registered under the Securities Act) shall cause also bear such legend unless, in the written opinion of counsel selected by the holder of such certificate, which counsel and opinion shall be reasonably acceptable to the Company, the Conversion Shares represented thereby need no longer be subject to restrictions on resale under the Securities Act. The Company is authorized to notify its transfer agent of the status of any securities bearing the foregoing legend(s) and to electronically issue take such other action as shall be reasonable and proper to prevent any violation of the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”)Securities Act or any state securities laws. The Conversion Price shall be subject Company will issue to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating you a replacement Note with respect to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions amounts remaining due and similar eventspayable to you following any conversion as provided in Section 11.6.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to earlier Redemption, Repurchase at the rightHolder's Option or Repurchase Upon Fundamental Change, the Securities may be surrendered for conversion into, at the Company's election, cash, ADSs or a combination thereof at any time after prior to (and including) the Effective third (3rd) Business Day preceding the Maturity Date. A Security, or portion of a Security, which has been called for Redemption pursuant to PARAGRAPH 6 may be surrendered in integral multiples of $1,000 principal amount for conversion into, at its the Company's election, cash, ADSs or a combination thereof; provided, however, that such Security or portion thereof may be surrendered for conversion pursuant to this paragraph only until the close of business on the third (3rd) Business Day immediately preceding the Redemption Date. To convert all or part a Security, a Holder must (1) complete and manually sign a notice in substantially the form set forth in EXHIBIT A to the Indenture which Holders must complete, execute and deliver to the Conversion Agent, with a copy to the Company and JPMorgan Chase Bank, N.A., as the depositary under the Deposit Agreement, dated as of May 31, 2007, among the Company, JPMorgan Chase Bank, N.A., and the holders and beneficial owners from time to time of the Note Amount into shares ADSs issued thereunder, as supplemented by the letter agreement dated as of fully paid April 15, 2008 between the Company and non-assessable shares JPMorgan Chase Bank, N.A., in connection with any conversion of common stock Securities (the "CONVERSION NOTICE"), with appropriate signature guarantee, on the back of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courierSecurity, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery a facsimile of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall (2) deliver the shares of Common Stock from any conversion Conversion Notice, which is irrevocable, and surrender the Security to the Lender (in any name directed by the Lender) within three a Conversion Agent during normal business hours, (3) business days furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) if required, furnish written acknowledgements, certifications and agreements in connection with the issuance of Conversion Notice deliveryADSs by the ADS Depositary upon deposit of the Ordinary Shares, (5) pay funds equal to interest payable on the next interest payment date if required in accordance with the Indenture and (6) pay any tax or duty if required pursuant to the Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or integral multiples of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive, at the Company's election, the cash, ADSs or a combination thereof payable upon conversion in accordance with ARTICLE X of the Indenture. The Borrower represents that it initial Conversion Rate is participating 25.4534 ADSs per $1,000 principal amount of Securities (which is equivalent to an effective initial Conversion Price of approximately $39.29 per ADS) subject to adjustment in the Depository Trust event of certain circumstances as specified in the Indenture. The Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programwill deliver cash in lieu of any fractional share. On conversion, no payment or adjustment for any unpaid and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of accrued interest or additional interest on the Securities Act will be made. If a Holder surrenders a Security for conversion after the close of 1933business on the record date for the payment of an installment of interest and prior to the related interest payment date, as amended such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder at the close of business on such record date is to receive (the “Securities 2 Act”other than overdue interest, if any, that has accrued on such Security), or are effectively registered under unless such Security has been called for Redemption as described in the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”)Indenture. The Conversion Price Rate applicable to each Security that is surrendered for conversion, in accordance with the Securities and ARTICLE X of the Indenture, at any time during the Make-Whole Conversion Period with respect to a Make-Whole Fundamental Change shall be subject increased to equitable adjustments an amount equal to the Conversion Rate that would, but for stock splitsSECTION 10.14 of the Indenture, stock dividends or rights offerings otherwise apply to such Security pursuant to ARTICLE X of the Indenture, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change is announced by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsCompany but shall not be consummated.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Note may convert the right, at principal amount of such Note (or any time after the Effective Date, at its election, portion thereof equal to convert all $1,000 or part any integral multiple of the Note Amount $1,000 in excess thereof) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from at any conversion time prior to the Lender close of business on February 15, 2010; provided, however, that the conversion right will terminate at the close of business on the Business Day immediately preceding the date the 2 These paragraphs to be included only if the Security is a Transfer Restricted Security. Change in Control Purchase Notice has been delivered, for so long as it has not been validly withdrawn, for such Note or such earlier date as the Holder presents such Note for purchase (unless the Company shall default in any name directed by making the Lender) within three (3) Change in Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business days of Conversion Notice deliveryon the date such default is cured and such Note is purchased). The Borrower represents that it initial Conversion Price is participating $14.28 per share, subject to adjustment under certain circumstances as provided in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request Indenture. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Note is determined by dividing the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Price (as defined in the Indenture) of Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Note, 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 Note 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. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note 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 Note may be converted only if the Change in Control Purchase Notice is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture. Upon conversion, the Company may choose to deliver, in lieu of Common Stock, cash or a combination of cash and Common Stock in accordance with the terms of the Indenture.”

Conversion. The Lender holder of any Security has the right, exercisable at any time after 90 days following the Effective Date, at its electionIssuance Date and prior to the close of business on the Business Day immediately preceding the final maturity date of the Security, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $165.00 per share, subject to adjustment under certain 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 date fixed for redemption (unless the Company shall default in making the 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 the 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 Lender Depositary the appropriate instructions for conversion pursuant to the Depositary's procedures. To convert a certificated Security, the holder must (1) complete and sign a notice of election to convert substantially in any name directed by the Lenderform set forth below (or complete and manually sign a facsimile thereof) within three 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 Conversion 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 payments will be made for accrued and unpaid interest or Liquidated Damages, 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 Noteholder surrenders a Security for conversion after the close of business days on a record date for the payment of Conversion Notice deliveryinterest 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 on such interest payment date to the person who was the registered holder of such Security on such record date. Any Securities surrendered for 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 in an amount equal to the interest and Liquidated Damages, if any, payable on such interest payment date on the principal amount of Securities so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the 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. A Security in respect of which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the Lender through option of such holder to require the DTC Direct Registration System (“DRS”)Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities above description of any subsidiary conversion of the BorrowerSecurities is qualified by reference to, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted subject in its entiretyentirety to, the more complete description thereof contained in the Indenture.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part provisions of Article X of the Note Amount Indenture, a Holder of a Security may convert such Security into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company if any of the conditions specified in paragraphs (a) through (e) of Section 10.01 of the Indenture is satisfied; provided, however, that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day before the Redemption Date of such Security (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is redeemed). The initial conversion price is $46.00 per share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Security in a Principal Value Conversion, the Company has the option to deliver cash and/or Common Stock to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request Holder of the Lender and Security surrendered for such conversion as provided that the shares to be issued are eligible for transfer under Rule 144 in Section 10.02 of the Securities Act of 1933Indenture. Upon conversion, as amended no adjustment for interest, if any (the “Securities 2 Act”including contingent interest, if any), or are effectively registered under 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 Securities Act, current market price (as defined in the Borrower shall cause its transfer agent to electronically issue Indenture) of the Common Stock issuable upon conversion on the last Trading Day prior to the Lender through date of conversion. To convert a Security, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”)b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The Conversion Price If a Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including contingent interest, if any) and Liquidated Damages, if any, payable on such interest payment date on the principal amount of the Security or portion thereof then converted; provided, however, that no such payment shall be subject required if such Security has been called for redemption on a Redemption Date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to equitable adjustments for stock splits$1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary respectively, of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions Indenture may be converted only if such notice of exercise is withdrawn as provided above and similar events.” Section 4 in accordance with the terms of the Note is hereby deleted in its entiretyIndenture.

Conversion. The Lender Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Modified Security set forth in Section 16.01 thereof), the Holder hereof has the right, at any time after its option upon not less than 3 days’ notice to the Effective Date, at its electionCompany, to convert all the Principal Amount hereof or part any portion of such principal which is $1,000 or an integral multiple thereof, into, subject to Section 16.02 of the Note Indenture, Common Shares at the initial conversion rate of 250 Common Shares per $1,000 Principal Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock Modified Securities (the “Conversion PriceRate”) at all times(equivalent to a Conversion Price of $4.00), subject to adjustment in certain events described in the Indenture. Upon conversion of a Modified Security, the Company will have the option to deliver Common Shares, cash or a combination of Common Shares and cash for the Modified Securities surrendered, as set forth in the Indenture. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Modified Securities for conversion. The Trustee will initially act as Conversion Agent. A Holder may convert fewer than all of such Holder’s Modified Securities so long as the Modified Securities converted are an integral multiple of US$1,000 principal amount. [INCLUDE IF MODIFIED SECURITY IS A GLOBAL SECURITY – In the event of a deposit or withdrawal of an interest in this Modified Security, including an exchange, transfer, repurchase or conversion formula of this Modified Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued but unpaid interest, including Additional Amounts, if any, may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Modified Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate Principal Amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Modified Security shall be as follows: Number conclusive and binding upon such Holder and upon all future Holders of shares receivable this Modified Security and of any Modified Security issued upon conversion equals the dollar conversion amount divided by the Conversion Priceregistration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Modified Security. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), As provided in and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower subject to the Lenderprovisions of the Indenture, the Holder of this Modified Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any variable other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in Principal Amount of Outstanding Securities a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Modified Security for the enforcement of any payment of said principal hereof on or calculation reflected after the respective due dates expressed herein or for the enforcement of any conversion right. No reference herein to the Indenture and no provision of this Modified Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount, Redemption Price or Fundamental Change Purchase Price of, and interest, including Additional Amounts, if any, on, this Modified Security at the times, place and rate, and in the Conversion Notice within 24 hours coin, currency or shares, herein prescribed. Notwithstanding the foregoing, prior to the occurrence of delivery a Fundamental Change, the Company may, with the consent of the Conversion Noticeholders of not less than a majority of the Securities, amend the obligation of the Company to repurchase Securities upon a Fundamental Change. As provided in the Indenture and subject to certain limitations therein set forth, the Borrower transfer of this Modified Security is registrable in the Security Register, upon surrender of this Modified Security for registration of transfer at the office or agency of the Company in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Modified Securities, of authorized denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees. The Modified Securities are issuable only in registered form in denominations of $1,000 and any integral multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate Principal Amount of Modified Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Modified Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Modified Security is registered as the owner hereof for all purposes, whether or not this Modified Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Modified Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Modified Security that are defined in the Indenture shall have been thereafter deemed the meanings assigned to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating them in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part provisions of Article 11B of the Note Indenture, a Holder of a Debenture may convert such Debenture into the Cash Conversion Amount into shares in cash payable by WPP and WPP Holdings ADSs representing a number of fully paid WPP Holdings Ordinary Shares equal to the Stock Conversion Amount divided by the Conversion Price; provided, however, that if such Debenture is called for redemption, the conversion right will terminate on the second Business Day immediately preceding the Redemption Date of such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and non-assessable shares of common stock of the Borrower (the “Common Stock”such Debenture is redeemed). The initial conversion price shall be is $0.013 8.84 per share of Common Stock WPP Holdings Ordinary Share, subject to adjustment under certain circumstances as described in the Indenture (the “Conversion Price”) at all times). The conversion formula shall be as follows: Number number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion of a Debenture prior to the Lender through Effective Time is determined by dividing the DTC Direct Registration System (“DRS”)principal amount of Debentures converted by the Conversion Price in effect on the conversion date. The number of WPP Holdings Ordinary Shares represented by WPP Holdings ADSs issuable upon conversion of a Debenture from and after the Effective Time is determined by dividing (a) the Stock Conversion Amount by (b) the Conversion Price in effect on the conversion date. Upon conversion, no adjustment for interest (including Contingent Interest and Additional Amounts, if any), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid by WPP in cash based upon the current WPP Holdings Market Price (as defined in the Indenture) of WPP Holdings ADSs on the last trading day prior to the date of conversion. To convert a Debenture, a Holder must (a) complete and sign the irrevocable conversion notice set forth below (copies of which may also be obtained from the Conversion Agent) and deliver such notice to the Conversion Agent, (b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in the Borough of Manhattan, The City of New York, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. Upon satisfaction of such requirements, the Conversion Agent shall, on behalf of such Holder, immediately convert such Debentures into the Cash Conversion Amount and WPP Holdings ADSs representing the number of WPP Holdings Ordinary Shares described above. If a Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the related Interest Payment Date, the Debenture must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, if any), payable on such Interest Payment Date on the principal amount of the Debenture or portion thereof then converted; provided, however, that no such payment shall be subject required if such Debenture has been called for redemption on a Redemption Date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of a Debenture equal to equitable adjustments for stock splits, stock dividends $1,000 or rights offerings by any integral multiple thereof. A Debenture in respect of which a Holder has delivered a Holder Change of Control Acceptance Notice exercising the Borrower relating option of such Holder to require the Borrower’s securities Company to repurchase such Debenture as provided in Section 3.11 or a Purchase Acceptance Notice exercising the securities option of any subsidiary such Holder to require the Company to repurchase such Debenture as provided in Section 3.16 of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 Indenture may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note is hereby deleted in its entiretyIndenture.”

Conversion. The Lender has A Holder of a Note may convert the right, principal amount of such Note (or any portion thereof equal to $ 1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time after prior to the Effective close of business on the last Business Day prior to the Final Maturity Date, at its electionthe Applicable Conversion Rate in effect on the Conversion Date; PROVIDED, HOWEVER, that, if such Note is called for redemption or submitted or presented for purchase pursuant to convert all or part Article 3 of the Indenture, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Fundamental Change Repurchase Date, as the case may be, for such Note Amount into shares or such earlier date as the Holder presents such Note for redemption or for purchase (unless the Company shall default in making the redemption payment or Fundamental Change Repurchase Price payment when due, as the case may be, in which case the conversion right shall terminate at the close of fully paid business on the date such default is cured and non-assessable shares of common stock of such Note is redeemed or purchased, as the Borrower (the “Common Stock”case may be). The conversion price shall be $0.013 per share of Common Stock (the “Initial Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the Rate means _______ shares of Common Stock from any conversion per $1,000 principal amount of Notes, subject to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating adjustment under certain circumstances as provided in the Depository Trust Indenture. Upon surrender of Notes for conversion, the Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programwill have the right to deliver, in lieu of shares of Common Stock, cash or a combination of cash and upon request shares of Common Stock in the amounts provided in Section 4.2 of the Lender and provided that the Indenture. No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Sale Price of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)b) surrender the Note 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. The Conversion Price Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Notes or portions thereof called for redemption or subject to purchase upon a Fundamental Change on a Redemption Date or Fundamental Change Repurchase Date, as the case may be, 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 such Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Note, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower provisions of the Indenture relating to the Borrower’s securities or payment of defaulted interest by the securities Company. If the Company defaults in the payment of any subsidiary interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Note in respect of which a Holder had delivered a Fundamental Change repurchase notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if the Fundamental Change repurchase notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Convertible Note has the right, right at any time after prior to the Effective Date, at its electionclose of business (New York time) on the date of the Convertible Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $1.35 per share, subject to adjustment under certain circumstances as more fully described in the Indenture, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the 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 Noteholder surrenders a Convertible Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan 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 Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, must 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 portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Convertible Note is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”). The Convertible Note converted by the Conversion Price shall in effect on the Conversion Date. No fractional shares will be subject to equitable adjustments issued upon conversion but a cash adjustment will be made for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsfractional interest.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, at principal amount of such Security (or any time after the Effective Date, at its election, portion thereof equal to convert all $1,000 or part any integral multiple of the Note Amount $1,000 in excess thereof) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from at any conversion time prior to the Lender close of business on June 1, 2008; provided, however, that if the Security is called for redemption 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 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 shall default in any name directed by making the Lender) within three (3) redemption payment or Change in Control Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business days of Conversion Notice deliveryon the date such default is cured and such Security is redeemed or purchased). The Borrower represents that it initial Conversion Price is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program$70.23 per share, and upon request subject to adjustment under certain circumstances. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be 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 Lender through Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)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. The Conversion Price Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (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 such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower provisions of this Indenture relating to the Borrower’s securities or payment of defaulted interest by the securities Company. If the Company defaults in the payment of any subsidiary of interest payable on such interest payment date, the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.Company shall promptly repay

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.”

Conversion. The Lender Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing or a Failed Final Remarketing, from and after the Effective Reset Date through February 1, 2030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock. On or Prior to the Tender Notification Date, each Security is convertible, at the option of the Holder into 0.4881 shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 102.4375 per share of Common Stock (Stock). On and after the “Conversion Price”) Reset Date, the Securities may, at all timesthe option of the Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion formula shall be ratio and equivalent conversion price in effect at any time are known as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. A If a Security is called for redemption, the conversion right will terminate at 5:00 p.m. New York City time on 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 (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (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 days on the Regular Record Date for the payment of Conversion Notice delivery. The Borrower represents that it is participating in an installment of interest and prior to the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programopening of business on the next Interest Payment Date, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933then, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Actnotwithstanding such conversion, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion interest payable on such Interest Payment Date will be paid to the Lender through the DTC Direct Registration System (“DRS”)registered Holder of such Security on such Regular Record Date. The Conversion Price shall In such event, such Security, when surrendered for conversion, need not be subject to equitable adjustments for stock splits, stock dividends or rights offerings accompanied by the Borrower relating payment of an amount equal to the Borrower’s securities or interest payable on such Interest Payment Date on the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.portion so

Conversion. The Lender Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing which does not fail, from and after the Effective Reset Date through October [ ], 2029 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock. Prior to the Reset Date, each Security is convertible, at the option of the Holder into [ ] shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 [ ] per share of Common Stock (Stock). On and after the “Conversion Price”) Reset Date, the Securities may, at all timesthe option of the Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion formula 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 5:00 p.m. New York City time on 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 as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. A Holder of a Security may convert the Security into shares of Common Stock at any time until the close of business on the Business Day prior to the Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase 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. The Lender initial Conversion Rate is 11.6288 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. 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 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. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date, or if this Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. 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. 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 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 Security is converted to an interest-bearing debenture) attributable to the period from the Issue Date (or, if the Company has exercised the rightoption referred to in "Tax Event", 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 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 "Tax Event") 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. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price 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 the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the Conversion Agent, and (d) pay any transfer or similar tax, if required. Repurchase by the Company at the Option of the Holder Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on the following Repurchase Dates and at the following Repurchase Prices per $1,000 Principal Amount, upon delivery of a Repurchase Notice containing the information set forth in the Indenture, at any time after the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection opening of business on the date that is delivered from 20 Business Days prior to such Repurchase Date until the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours close of business on such Repurchase Date and upon delivery of the Conversion NoticeSecurities to the Paying Agent by the Holder as set forth in the Indenture. Repurchase Date Repurchase Price --------------- ---------------- March 7, 2003 $554.41 March 7, 2008 $659.44 March 7, 2013 $784.36 The Repurchase Price (equal to the Issue Price plus accrued Original Issue Discount through the Repurchase Date) will be paid in cash. If prior to a Repurchase Date this Security has been converted to an interest-bearing debenture following the occurrence of a Tax Event, the Borrower shall have been thereafter deemed Repurchase Price will be equal to have irrevocably confirmed the Restated Principal Amount plus accrued and irrevocably ratified such notice unpaid interest from the date of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender Repurchase Date. Holders have the right to withdraw any Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the Repurchase Date in accordance with the provisions of the Indenture. If cash (in any name directed by and/or securities if permitted under the LenderIndenture) within three sufficient to pay the Repurchase Price of all Securities or portions thereof to be purchased as of the Repurchase Date, is deposited with the Paying Agent on the Business Day following the Repurchase Date, Original Issue Discount ceases to accrue on such Securities (3or portions thereof) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programimmediately after such Repurchase Date, and the Holder thereof shall have no other rights as such (other than the right to receive the Repurchase Price upon request surrender of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”such Security), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, at principal amount of such Security (or any time after the Effective Date, at its election, portion thereof equal to convert all $1,000 or part any integral multiple of the Note Amount $1,000 in excess thereof) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from at any conversion time prior to the Lender close of business on June 15, 2011; provided, however, that if the Security is -------- ------- called for redemption 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 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 shall default in any name directed by making the Lender) within three (3) redemption payment or Change in Control Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business days of Conversion Notice deliveryon the date such default is cured and such Security is redeemed or purchased). The Borrower represents that it initial Conversion Price is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program$9.96 per share, and upon request subject to adjustment under certain circumstances. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be 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 Lender through Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)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. The Conversion Price Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (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 such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower provisions of this Indenture relating to the Borrower’s securities payment of defaulted interest by the Company. Except as otherwise provided in this paragraph, no payment or adjustment will be made for accrued interest on a converted Security. If the securities Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any subsidiary integral multiple thereof. A Security 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 Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after the Effective Dateprior to 5:00 p.m., at its electionNew York City time, on November 15, 2030, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Class B Common Stock at the initial conversation price of $60 per share of Class B Common Stock for each $50 in aggregate principal amount of Securities (equivalent to an initial conversion rate of approximately 0.8333 shares of common stock Class B Common Stock for each $50 in aggregate principal amount of the Borrower (the “Common Stock”Securities). The conversion price shall be $0.013 per share of Common Stock (and equivalent conversion ratio 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) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A complete and sign a conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (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 days on the Regular Record Date for the payment of Conversion Notice deliveryan 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 Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Security is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”)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 Conversion Price outstanding principal amount of any Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings reduced by the Borrower relating to the Borrower’s securities or the securities of any subsidiary portion of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsprincipal amount thereof converted into shares of Class B Common Stock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Note may convert it into Common Stock of the Company at any time after before the Effective close of business on December 6, 2019. If the Note is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into Indenture. The initial Conversion Rate is 5.8338 shares of fully paid and non-assessable Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Supplemental 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 6.1 of the Supplemental 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 Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Notes 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 Notes to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon 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 Note, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent or, if applicable, complete and deliver to DTC the appropriate instruction form for conversion, (2) surrender the Note to the Conversion Agent by book entry delivery unless physical certificates have been issued, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any required transfer or similar tax for which the Holder is responsible. A Holder may convert a portion of a Note if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No 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 Borrower Common Stock (together with the “Common Stock”). The conversion price shall be $0.013 per share 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 Price”Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) at all timesshall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; distributions to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares holders of Common Stock from any conversion of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Lender Sale Price at the Time of Determination; subdivisions, combinations or certain reclassifications of Common Stock; 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). However, no adjustment need be made if Holders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating 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 Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and upon request the right to convert a Note into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part provisions of Article XIV of the Note Amount Indenture, a Holder of a Security may convert such Security into shares of fully paid and non-assessable shares Common Stock of common stock FFN if the conditions specified in Section 14.1 of the Borrower Indenture are satisfied; provided however, that if such Security is called for redemption, the conversion right will terminate at the close of business on the Business Day before the Redemption Date of such Security (unless the “Common Stock”Issuers shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is redeemed). The conversion price shall be $0.013 per share initial Conversion Price is determined pursuant to the provisions of Common Stock Section 14.1 (the “Conversion Price”) at all times). The conversion formula shall be as follows: Number number of shares receivable issuable upon conversion equals of a Security is determined by dividing the dollar conversion principal amount divided converted by the Conversion PricePrice in effect on the Conversion Date. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice Upon conversion, no adjustment for interest, if any (including but not limited to emailAdditional Amounts, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”if any), or are effectively registered under 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 Securities ActConversion Price of the FFN Common Stock. To convert a Security, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Trustee acting as conversion agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Trustee acting as Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion program. If a Holder surrenders a Security for conversion between the Record Date for the payment of an installment of interest and the next Interest Payment Date, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion Security must be accompanied by payment of an amount equal to the Lender through interest and Additional Amounts, if any, payable on such Interest Payment Date on the DTC Direct Registration System (“DRS”). The Conversion Price principal amount of the Security or portion thereof then converted; provided, however, that no such payment shall be subject required if such Security has been called for redemption on a redemption date within the period between and including such Record Date and such Interest Payment Date, or if such Security is surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of a Security equal to equitable adjustments for stock splits$1,000 and whole multiples of $1.00 in excess thereof. A Security in respect of which a Holder has accepted a Change of Control Offer, stock dividends Asset Sale Offer or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary a Loss Proceeds Offer as provided in Section 2.18 of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions Indenture may be converted only if the applicable notice of exercise is withdrawn as provided above and similar events.” Section 4 in accordance with the terms of the Note is hereby deleted in its entiretyIndenture.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Series A Convertible Debenture may convert it into Common Stock of the Company at any time after before the Effective close of business on August 15, 2005; provided, however, that if a Series A Convertible Debenture is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . A Series A Convertible Debenture in respect of which a Holder is exercising such Holder's option to convert all or part require the Company to purchase such Series A Convertible Debenture upon a Repurchase Event may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Note Amount into shares Indenture. The initial conversion price is $54.00 per share of fully paid Common Stock, 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. To convert a Series A Convertible Debenture a Holder must (i) complete and non-assessable shares of common stock manually sign the conversion notice on the back of the Borrower Series A Convertible Debenture or complete and manually sign a facsimile of such notice to the Conversion Agent (or the “office or agency referred to in Section 5.2 of the First Supplemental 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 pursuant to the Depository's book-entry conversion program, (ii) surrender the Series A Convertible Debenture to a Conversion Agent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if required. Book-entry delivery of a Series A Convertible 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 any Series A Convertible Debenture that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Series A Convertible Debenture if the portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock”), except as provided in the Indenture. The conversion price shall will be $0.013 per share subject to adjustment upon the occurrence of any of the following events: (i) the subdivision, combination or reclassification of outstanding shares of Common Stock Stock; (ii) the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of a dividend or distribution on any conversion class of capital stock of the Company; (iii) the issuance of rights or warrants to all holders of Common Stock entitling them to acquire shares of Common Stock at a price per share less than the Lender Current Market Price; (iv) the distribution to all holders of Common Stock of shares of capital stock other than Common Stock, evidences of indebtedness, cash and dividends, distributions, rights and warrants referred to above); (v) a distribution consisting exclusively of cash (excluding any cash distributions referred to in (iv) above) to all holders of Common Stock in an aggregate amount that, together with (A) all other cash distributions (excluding any name directed cash distributions referred to in (iv) above) made within the 12 months preceding such distribution and (B) any cash and the fair market value of other consideration payable in respect of any tender offer by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request or a subsidiary of the Lender and provided that the shares to be issued are eligible Company for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion consummated within the 12 months preceding such distribution, exceeds 15% of the Company's market capitalization (determined as provided in the Indenture) on the date fixed for determining the stockholders entitled to such distribution; and (vi) the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings consummation of a tender offer made by the Borrower relating to the Borrower’s securities Company or the securities of any subsidiary of the BorrowerCompany for the Common Stock which involves an aggregate consideration that, combinations, recapitalization, reclassifications, extraordinary distributions together with (X) any cash and similar events.” Section 4 other consideration payable in respect of any respect of any tender offer by the Company or a subsidiary of the Note Company for the Common Stock consummated with the 12 months preceding the consummation of such tender offer and (Y) the aggregate amount of all cash distributions (excluding any cash distributions referred to in (iv) above) to all holders of the Common Stock within the 12 months preceding the consummation of such tender offer, exceeds 15% of the Company's market capital capitalization at the date of consummation of such tender offer. No adjustment of the conversion price will be required to be made until cumulative adjustments amount to at least one percent of the conversion price, as last adjusted. Any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. If the Company is hereby deleted a party to a consolidation or merger of the type specified in the Indenture, or certain transfers of all or substantially all of its entiretyassets to another Person, or in certain other circumstances described in the Indenture the right to convert a Series A Convertible Debenture into Common Stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets that the Holder would have received if the Holder had converted such Holder's Series A Convertible Debentures immediately prior to such transaction.

Conversion. The Lender holder of any Security has the right, exercisable at any time after one year following the Effective Date, at its electionIssuance Date and prior to the close of business on the Business Day immediately preceding the final maturity date of the Security, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of $1.00) into Ordinary Shares at the Note Amount into shares initial Conversion Price of fully paid $0.87 per share, subject to adjustment under certain circumstances as provided in the Indenture. 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, the holder must (1) complete and non-assessable shares sign a notice of common stock of election to convert substantially in the Borrower form set forth below (or complete and manually sign a facsimile thereof) and deliver such notice to a Conversion Agent, (2) surrender the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock Security to a Conversion Agent, (the “Conversion Price”3) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided furnish appropriate endorsements or transfer documents if required by the Conversion PriceAgent and (4) pay any transfer or similar tax, if required by the Conversion Agent. Upon conversion, no payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on Ordinary Shares issued upon conversion of a Security, except that, if any Noteholder surrenders a Security for conversion after the close of business on any record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such conversion, accrued and unpaid interest payable on such Security on such interest payment date shall be paid on such interest payment date to the person who was the holder of such Security at the close of business on such record date. In the case of any Security surrendered for conversion after the close of business on a record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, unless such Security is to be repurchased on a Change of Control Payment Date after such record date and prior to such interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in an amount equal to the interest payable on such interest payment date on the principal amount of such Security so converted. Holders of Ordinary Shares issued upon conversion will not be entitled to receive any dividends payable to holders of Ordinary Shares as of any record time before the close of business on the Conversion Date. The number of Ordinary Shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but the Company will issue an additional Ordinary Share in lieu of issuing the fractional share. A conversion notice (“Conversion Notice”) Security in respect of 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 may be delivered to Borrower by method converted only if the notice of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), exercise is withdrawn as provided above and all conversions shall be cashless and not require further payment from in accordance with the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery terms of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice Indenture. The above description of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933is qualified by reference to, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Actand is subject in its entirety to, the Borrower shall cause its transfer agent to electronically issue more complete description thereof contained in the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Note may convert it into shares of Common Stock of the Company at any time after before the Effective close of business on February 1, 2009. If the Note is called for redemption, the Holder may convert it at any time before the close of business on the Business Day preceding the Redemption Date, at its election, to convert all or part unless the Company defaults in the payment of the Redemption Price due. A Note Amount into shares in respect of fully paid and non-assessable shares which a Holder has delivered a Change of common stock Control Repurchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Borrower (the “Common Stock”)Indenture. The conversion price initial Conversion Price shall be $0.013 50.00 per share of Common Stock (Stock, subject to adjustment in certain events described in the “Conversion Price”) at all timesIndenture. The Company shall pay a cash adjustment as provided in the Indenture in lieu of any fractional share of Common Stock. To convert a Note, a Holder must (1) complete and manually sign the conversion formula shall be as follows: Number notice below (or complete and manually sign a facsimile of shares receivable upon conversion equals such notice) and deliver such notice to the dollar conversion amount divided Conversion Agent, (2) surrender the Note duly signed and endorsed to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion PriceAgent, the Company or the Trustee and (4) pay any transfer or similar tax or payment detailed below, if required. A conversion notice (“Conversion Notice”) may be delivered Notes surrendered for conversion, other than those called for Provisional Redemption or Optional Redemption, after the close of business on any Regular Record Date but prior to Borrower by method the opening of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions business on the next succeeding Interest Payment Date shall be cashless and not require further accompanied by payment from the Lender. If no objection is delivered from the Borrower in New York Clearing House funds or other funds acceptable to the Lender, with respect Company of an amount equal to any variable or calculation reflected in the Conversion Notice within 24 hours interest to be received on such Interest Payment Date on the principal amount of delivery of Notes being surrendered for conversion. No such payment will be required if the Conversion Notice, the Borrower shall Notes have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible called for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Provisional Redemption or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsOptional Redemption.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to and in compliance with the rightprovisions of the Indenture, a Holder is entitled, at any time after the Effective Date, at its electionsuch Holder’s option, to convert all the Holder’s CODES (or part any portion of the Note Amount principal amount thereof that is $1,000 or an integral multiple $1,000), into shares of fully paid and non-assessable nonassessable shares of common stock Common Stock at the Conversion Price in effect at the time of conversion, under certain circumstances set forth in the Indenture. A CODES in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such CODES may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Borrower (the “Common Stock”)Indenture. The conversion price shall be initial Conversion Price is $0.013 33.09 per share of Common Stock (a Conversion Rate of approximately 30.22 shares of Common Stock per $1,000 principal amount of CODES ), subject to adjustment in certain events described in the “Conversion Price”) at all timesIndenture. A Holder that surrenders CODES for conversion will receive cash or a check in lieu of any fractional share of Common Stock. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by Company from time to time may voluntarily reduce the Conversion Price. A To surrender a CODES for conversion, a Holder must (1) complete and manually sign the conversion notice below (“or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Notice”Agent, (2) may be delivered surrender the CODES to Borrower by method the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. No fractional shares of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions Common Stock shall be cashless and not require further payment from issued upon conversion of any CODES. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such CODES, the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected Company shall pay a cash adjustment as provided in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection theretoIndenture. The Borrower shall deliver No payment or adjustment will be made for dividends on the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating Stock, except as provided in the Depository Trust Indenture. If the Company (“DTC”i) Fast Automated Securities Transfer is a party to a consolidation, merger or binding share exchange (“FAST”ii) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue reclassifies the Common Stock issuable upon conversion or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall right to convert a CODES into shares of Common Stock may be subject changed into a right to equitable adjustments for stock splitsconvert it into securities, stock dividends cash or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary other assets of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsCompany or such other Person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Note may convert it into Class A Common Stock of the Company at any time after before the Effective close of business on February 23, 2021. If the Note is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 11.8135 shares of Class A 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 A Common Stock. In the event the Company exercises its option pursuant to the Indenture to have interest in lieu of Original Issue Discount and cash interest accrue on the Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Notes 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 Notes to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment of an amount equal to the interest thereon 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 Note, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee, if required and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on, or other distributions with respect to, the Class A Common Stock except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date (or, if the Company has exercised the option provided for in paragraph 10 hereof, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the first Interest Payment Date following the date of such exercise 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 Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Note being converted pursuant to the terms hereof; and such cash, if any, and the fair market value of such shares of Class A 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 and cash interest (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, at its electionand the balance, to convert all or part if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note Amount into shares of fully paid and non-assessable shares of common stock of being converted pursuant to the Borrower (provisions hereof. Notwithstanding the “Common Stock”). The conversion price shall foregoing, accrued but unpaid interest will be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable payable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, Notes made concurrently with or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours after acceleration of delivery Notes following an Event of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”)Default. The Conversion Price shall Rate will be subject to equitable adjustments adjusted for stock splits, stock dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights offerings by to purchase Class A Common Stock for a period expiring within 60 days at a price per share less than the Borrower relating Sale Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding certain cash dividends or distributions). However, combinationsno 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, recapitalizationmerger or binding share exchange or a transfer of all or substantially all of its assets, reclassificationsor upon certain distributions described in the Indenture, extraordinary distributions and similar events.” Section 4 the right to convert a Note into Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of the Note is hereby deleted in its entiretyCompany or another person.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Debenture may convert all or part of the Note Amount such Debenture into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company at any time prior to To convert a Debenture, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Lender Conversion Agent, (in any name directed b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Lender) within three (3) business days of Registrar or the Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programAgent, and upon request (d) pay any transfer or similar tax, if required. If a Holder surrenders a Debenture for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder of such Debenture on such record date. In such event, the Debenture must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of the Lender 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 only if the Change in Control Purchase Notice is withdrawn as provided above and provided that in accordance with the shares terms of the Indenture. Any Securities called for redemption, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be issued are eligible for transfer under Rule 144 purchased from the Holders of such Securities at an amount not less than the Redemption Price, together with accrued interest, if any, to, but not including, the Redemption Date, by one or more investment bankers or other purchasers who may agree with the Company to purchase such Securities from the Holders, to convert them into Common Stock of the Company and to make payment for such Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments Paying Agent in Trust for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventssuch Holders.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Convertible Debenture has the right, exercisable at any time after on or before 5:00 p.m. (New York City time) on the Effective DateBusiness Day immediately preceding the date of repayment of such Convertible Debentures, whether at its electionmaturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Company Common Stock of the Note Amount Company at an initial conversion rate of 0.4545 shares of Company Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $55.00 per share of Company Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the 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 Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Company Common Stock”). The To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion price shall be $0.013 per share of Common Stock notice substantially in the form attached hereto, (ii) surrender the “Convertible Debenture to a Conversion Price”Agent, (iii) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion PriceAgent and (iv) pay any transfer or similar tax, if required. A If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion notice (“Conversion Notice”) may thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery)payable, and all conversions the Company shall not make nor be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower required to the Lendermake any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any variable Convertible Debenture called for redemption is converted, any money deposited with the Trustee or calculation reflected with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the Conversion Notice within 24 hours last paragraph of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed Section 307 and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion this paragraph) be paid to the Lender (in any name directed Company upon Company Request or, if then held by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programCompany, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsdischarged from such trust.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after prior to the Effective Date, at its electionclose of business (New York time) on the date of the Security's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock at the initial conversion rate of 1.2903 shares of common stock of the Borrower Common Stock for each Security (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 38.75 per share of Common Stock of the Company), subject to adjustment under certain circumstances, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Redemption Date. 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 Price”Agent, (3) at all timesfurnish 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 formula of a Security is determined by dividing the principal amount of the Security converted by the 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 as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time after prior to the Effective close of business on the Business Day immediately prior to the Final Maturity Date, at its electionthe Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to convert all or part Article 3 of the Note Amount into shares Indenture, such conversion right shall terminate at the close of fully paid business on the Redemption Date or at the close of business on the Business Day immediately prior to the Change of Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the redemption payment or Change of Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and non-assessable shares of common stock of such Security is redeemed or purchased, as the Borrower (the “Common Stock”case may be). The conversion price shall be initial Conversion Price is $0.013 23.00 per share of Common Stock (share, subject to adjustment under certain circumstances as provided in the “Conversion Price”) at all timesIndenture. The conversion formula shall be as follows: Number number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date, as adjusted pursuant to the Lender through Indenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the DTC Direct Registration System Sale Price (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by as defined in the Borrower relating Indenture) of the Common Stock on the Trading Day immediately prior to the Borrower’s securities or Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the securities of any subsidiary conversion notice on the back of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 Security or facsimile of the Note conversion notice 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 funds related to interest, if required to be paid by such Holder under Section 4.2 of the Indenture and pay any transfer or similar tax, if required to be paid by such Holder under Section 4.4 of the Indenture. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change of Control Purchase Notice is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture.

Conversion. The Lender has A Holder of a Note may convert the right, at principal amount of such Note (or any time after the Effective Date, at its election, portion thereof equal to convert all $1,000 or part any integral multiple of the Note Amount $1,000 in excess thereof) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from at any conversion time prior to the Lender close of business on August 1, 2010; provided, however, that if the Note is submitted or presented for purchase pursuant to a Change of Control Notice, the conversion right will terminate at the close of business on the Business Day immediately preceding the Change of Control Payment Date for such Note or such earlier date as the Holder presents such Note for purchase (in any name directed by unless the Lender) within three (3) business days of Conversion Notice deliveryHolder withdraws its election pursuant to the Indenture). The Borrower represents that it initial Conversion Price is participating $15.525 per share, subject to adjustment under certain circumstances as provided in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request Indenture. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Note is determined by dividing the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if the Change of Control Purchase Notice is hereby deleted withdrawn in accordance with the terms of the Indenture. As soon as practicable after the Conversion Date, the Company shall satisfy all of its entiretyConversion Obligations by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock. If the Company elects to satisfy the entire Conversion Obligation by Share Settlement, then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Notes to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date. If the Company elects to satisfy the entire Conversion Obligation by Cash Settlement, then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Notes to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period. If the Company elects to satisfy the Conversion Obligation in a Combined Settlement, then the Company will deliver to the Holder a Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. Upon receipt of the conversion notice from a Holder by the Company (1) if the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice; or (2) if the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time during the Settlement Notice Period. Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the Conversion Retraction Period by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period.

Conversion. The Lender has Lenders set forth on Schedule I are the right, at any time after the Effective Date, at its election, to convert all or part lenders of record of the Note Amount into shares of fully paid and non-assessable shares of common stock portion of the Borrower 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 Company and each Lender set forth on Schedule I hereby agree that on the Second Amendment Effective Date (as defined in the Amended Credit Agreement) the principal amount of 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 “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion PriceConversion”) at all times. The conversion formula shall into a Term B Loan (as defined in the Amended Credit Agreement) in an aggregate principal amount equal to the amount set forth on Schedule I opposite such Lender’s name, as contemplated by and to be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided evidenced and governed by the Conversion PriceAmended Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Amended Credit Agreement. A conversion notice In order to effect the Conversion, (“Conversion Notice”a) may be delivered the Administrative Agent has notified the Company that upon the Second Amendment Effective Date it will xxxx the Register to Borrower by method 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 the Term B Loan in the amount set forth opposite such Lender’s choice (including but name on Schedule I. The Conversion will not limited affect the right of any Lender to email, facsimile, mail, overnight courier, or personal delivery), receive any accrued and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, 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 variable or calculation reflected in interest from and after the Conversion). Furthermore, each Lender set forth on Schedule I agrees that, effective upon the Conversion Notice within 24 hours and subject to receipt of delivery such accrued and unpaid interest, it no longer holds any portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsHeartland Incremental Term B Loan.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, A Holder of a Security may convert it into JCC Holding Class A Common Stock at any time after October 1, 2002. In addition, if the Effective DateSecurity is called for redemption at any time (whether prior to or following October 1, 2002), the Holder of such Security may convert it at its electionany time before the close of business on the Redemption Date (but not later, unless the Company shall default in payment due upon redemption thereof); provided, however, that such Holder may not convert such Security if such Security is called for redemption pursuant to convert all or part a Required Regulatory Redemption. The initial conversion price of $25.00 per share is subject to adjustment as provided in Article 13 of the Note Amount into Indenture. To determine the number of shares issuable upon conversion of a Security, divide the principal amount to be converted by the conversion price in effect on the conversion date. On conversion, no payment or adjustment for interest will be made. However, interest will be paid on any interest payment date with respect to Securities surrendered for conversion after a record date for the payment of interest to the registered holder on such record date. In lieu of issuing fractional shares of fully paid and non-assessable shares of common stock JCC Holding Class A Common Stock, JCC Holding will deliver a check for the current market value of the Borrower fractional share. To convert a Security, a Holder must (1) complete and sign the “Common Stock”)conversion notice on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any transfer or similar tax if required. 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 shall be $0.013 is subject to adjustment as set forth in the Indenture in certain events, including: the issuance of stock of JCC Holding as a dividend or distribution on the JCC Holding Common Stock; subdivisions and combinations of the JCC Holding Common Stock; certain reclassifications, consolidations, mergers and sales of property of JCC Holding; the issuance to all holders of JCC Holding Common Stock of certain rights or warrants entitling them to subscribe for JCC Holding Common Stock at less than the current market price; the distribution to all holders of JCC Holding Common Stock of debt securities or assets of JCC Holding or rights or warrants to purchase assets, debt securities or other securities of JCC Holding (excluding cash dividends or distributions from retained earnings); the issuance of shares of JCC Holding Common Stock, in certain circumstances, for less consideration than the current market price; and the issuance, in certain circumstances, of securities convertible into or exchangeable for shares of JCC Holding Common Stock (other than pursuant to transactions described above) for a consideration per share of JCC Holding Common Stock (deliverable on such conversion or exchange that is less than the “Conversion Price”) current market price of the JCC Holding Common Stock on the date of issuance of such security. No adjustment in the conversion price will be required unless such adjustment would require an increase or decrease of at all times. The least 1% in the conversion formula price then in effect; but any adjustment that would otherwise be required to be made shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Pricecarried forward and taken into account in any subsequent adjustment. A conversion notice (“Conversion Notice”) may No adjustment need be delivered made for rights to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of purchase JCC Holding Common Stock pursuant to a JCC Holding dividend or interest reinvestment plan. JCC Holding from any time to time may voluntarily reduce the conversion to the Lender (in any name directed by the Lender) within three (3) business days price for a period of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programtime, and upon request of the Lender and provided that the shares conversion price is not less than the par value of a share of JCC Holding Class A Common Stock. If JCC Holding is a party to be issued are eligible for a consolidation or merger or a transfer under Rule 144 or lease of the Securities Act all or substantially all of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Actits assets, the Borrower shall cause its transfer agent right to electronically issue the convert a Security into JCC Holding Class A Common Stock issuable upon conversion may be changed into a right to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends convert it into cash or rights offerings by the Borrower relating to the Borrower’s securities or the securities other assets of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsJCC Holding or another Person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part Upon satisfaction of the Note Amount conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security that is an integral multiple of $1,000 into shares of cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of common stock a share) of Common Stock in accordance with the provisions of Section 10.14 of the Borrower Indenture; provided that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the Redemption Date of such Security (unless the “Common Stock”Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The conversion price shall Conversion Price shall, as of the date of the Indenture, initially be $0.013 24.03 per share of Common Stock (the “Conversion Price”) at all timesStock. The conversion formula shall be Conversion Rate shall, as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request date of the Lender and provided that the shares to Indenture, initially be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”)approximately 41.6146. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including Liquidated Damages, if any) 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 Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.01(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be subject deemed to equitable adjustments for stock splitssatisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Liquidated Damages, stock dividends if any) thereon. Any accrued interest (including Liquidated Damages, if any) payable on a converted Security will be deemed paid in full, rather than canceled, extinguished or rights offerings forfeited. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating Registrar or the Conversion Agent, (d) pay any transfer or other tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Borrower’s securities or Depositary appropriate instructions pursuant to the securities Applicable Procedures. If a Holder surrenders a Security for conversion between the close of any subsidiary business on the record date for the payment of an installment of interest and the opening of business on the related interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, if any) payable on such interest payment date on the principal amount of the BorrowerSecurity or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the period between close of business on such record date and the opening of business on such interest payment date, combinationsor if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, recapitalizationrespectively, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note Indenture may be converted only if such notice of exercise is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture.

Conversion. The Lender holder of any Note has the right, exercisable at any time after following the Effective Date, at its electionIssuance Date and prior to the close of business (New York time) on the date of the Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $115.47 per share, subject to adjustment under certain circumstances as set forth in the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a holder must (1) complete and sign a conversion notice substantially in the form set forth below, (2) surrender the Note to the Lender (in any name directed by the Lender) within three a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. No payment or adjustment will be made for accrued and unpaid interest on a converted Note, but if any holder surrenders a Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan 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 shall be paid to the holder of such Note on such record date. Any Notes that are, however, delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of such Notes being converted. Payments to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those Notes. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Note is determined by dividing the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note converted by the 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. 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 to purchase such Note may be converted only if the notice of exercise is hereby deleted withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entiretyentirety by, the more complete description thereof contained in the Indenture. A-38 000 00. XXNOMINATIONS, TRANSFER, EXCHANGE. The notes are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered, and Notes may be exchanged, as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption (except the unredeemed portion of any Note being redeemed in part). Also, it need not exchange or register the transfer of any Note for a period of 15 days before a selection of Notes to be redeemed.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part terms of the First Supplemental Indenture, the Holder of a Note Amount may convert the Note into shares of fully paid and non-assessable Common Stock at an initial conversion rate of 29.2493 shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock for each $1,000 principal amount of Notes (the “Conversion PriceRate”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), subject to adjustment in accordance with the First Supplemental Indenture and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower subject to the Lender, with respect Company’s right to any variable settle all or calculation reflected in the Conversion Notice within 24 hours of delivery a portion of the related Conversion NoticeObligation in cash as set forth in Section 5.03 of the First Supplemental Indenture. Upon conversion of a Note, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower Company shall deliver the shares of Common Stock, shares of Common Stock and cash, or solely cash, as applicable, on the related Conversion Settlement Date as set forth in the First Supplemental Indenture. No fractional shares shall be issued upon settlement of the Conversion. In lieu thereof, the company shall pay cash for such fractional shares as set forth in Section 5.04 of the First Supplemental Indenture. A Note in respect of which a Holder has delivered a Purchase Notice or a Designated Event Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the First Supplemental Indenture. A Holder may convert a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the First Supplemental Indenture. On conversion of a Note, any accrued and unpaid interest with respect to such Note shall be deemed cancelled, extinguished and forfeited. Notwithstanding the preceding sentence, on conversion of a Note during the period from the close of business on any conversion Regular Record Date immediately preceding any Interest Payment Date to the Lender close of business on the Business Day immediately preceding such Interest Payment Date, the Holder on such Regular Record Date shall receive the interest payable on such Interest Payment Date. Notes or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such payment need be made if (in any name directed by 1) the LenderCompany has specified a Redemption Date that occurs during the period from the close of business on a Regular Record Date to the close of business on the Interest Payment Date to which such Regular Record Date relates, (2) within three the Company has specified a Designated Event Purchase Date during such period or (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion only to the Lender through extent any overdue interest exists on the DTC Direct Registration System (“DRS”)Conversion Date with respect to the Notes converted. The Conversion Price Rate will be adjusted as set forth in Article 5 of the First Supplemental Indenture. The Company shall be subject give notice to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating Holders and issue a press release no later than 25 Trading Days prior to the Borrower’s securities anticipated effective date of a Make Whole Change of Control. If the Effective Date or anticipated effective date of a Make Whole Change of Control occurs on or prior to November 15, 2012, and a Holder surrenders its Notes for conversion during the securities of any subsidiary period commencing on the day we shall have given notice of the Borroweranticipated effective date and ending on the related Designated Event Purchase Date, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” the Conversion Rate for such Notes will be increased by a number of Additional Shares as set forth in Section 4 5.10 of the Note is hereby deleted in its entiretyFirst Supplemental Indenture, unless such transaction constitutes a Public Acquirer Change of Control and we elect to modify the conversion rate into Public Acquirer Common Stock.

Conversion. Subject to earlier Redemption, Purchase at Holder's Option or Repurchase Upon Fundamental Change, the Securities shall be convertible into cash and, if applicable, shares of Common Stock at such times and upon compliance with such conditions set forth in, and in accordance with, the Indenture. To convert a Security, a Holder must (1) complete and sign the conversion notice ("Conversion Notice"), with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of interest, if any, the Holder must pay in accordance with the Indenture and (5) pay any tax or duty if required pursuant to the Indenture. Subject to the restrictions set forth in Section 2.02 of the Indenture, a Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Once given, a Conversion Notice may not be rescinded. The Lender initial Conversion Rate shall be 58.7648 shares of Common Stock per $1,000 principal amount of Securities (which results in an effective initial Conversion Price of approximately $17.02 per share), subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company shall deliver a check in lieu of any fractional share. If a Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the related interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder at the close of business on such record date is to receive (other than overdue interest, if any, that has accrued on such Security), unless such Security has been called for Redemption as described in the rightIndenture. The Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with the Securities and Article X of the Indenture, at any time on or before the 30th day after the Effective Datedate the Company announces a Make-Whole Fundamental Change has occurred, at its electionshall be increased to an amount equal to the Conversion Rate that would, to convert all or part but for Section 10.14 of the Note Amount into shares of fully paid and non-assessable shares of common stock Indenture, otherwise apply to such Security pursuant to Article X of the Borrower (Indenture, plus an amount equal to the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Make-Whole Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by Rate Adjustment; provided, however, that such increase to the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but Rate shall not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, apply if such Make-Whole Fundamental Change constitutes a Public Acquirer Fundamental Change with respect to any variable or calculation reflected which the Company shall have duly made, and given full effect to, an election, pursuant to and in the Conversion Notice within 24 hours of delivery accordance with Section 10.14(F) of the Indenture, to make an Acquirer Stock Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection theretoRight Adjustment. The Borrower shall deliver the Any shares of Common Stock from any that are issued upon conversion to of a Security shall bear the Lender (in any name directed by Private Placement Legend until after the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request second anniversary of the Lender later of the Issue Date and provided that the last date on which the Company or any Affiliate was the owner of such shares to be issued are eligible for transfer or the Security (or any predecessor security) from which such shares were converted (or such shorter period of time as permitted by Rule 144(k) under Rule 144 of the Securities Act or any successor provision thereunder) (or such longer period of 1933, time as amended (the “Securities 2 Act”), or are effectively registered may be required under the Securities ActAct or applicable state securities laws, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splitsas set forth in an Opinion of Counsel, stock dividends or rights offerings unless otherwise agreed by the Borrower relating to Company and the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsHolder thereof).” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, A Holder may convert his or her Security into cash and ADRs at any time after prior to the Effective Dateclose of business on May 15, 2008, or (x) if the Security is called for redemption by the Company, the Holder may convert it at its electionany time before the close of business on the date that is five business days before the date fixed for such redemption, or (y) if the Security is to be repurchased by the Company pursuant to PARAGRAPH 8 hereof, the Holder may convert all or part it at any time before the Company receives the Option of Holder To Elect Purchase Notice. For each $1,000 principal amount of Securities, (i) the Note Amount into shares amount of fully paid and non-assessable shares of common stock of the Borrower cash so payable upon conversion (the “Common StockCash Conversion Consideration”). The conversion price ) shall be $0.013 per share 405.74 and (ii) the number of Common Stock ADRs issuable upon conversion (the “Conversion Priceconversion rate”) at all timesas of the effective date of the Supplemental Indenture shall equal the product of (x) 0.42355 and (y) the quotient (the “initial conversion rate”) obtained by dividing $1,000 by the initial conversion price of $ 04 per share. The Cash Conversion Consideration is payable without interest, the number of ADRs issuable upon conversion formula shall be as follows: Number rounded to the nearest 1/100th of shares receivable upon an ADR, and the Company will deliver Cash in lieu of any fractional ADR. The Cash Conversion Consideration and the conversion equals rate take into account any adjustments (i) pursuant to the dollar Merger and (ii) occurring prior to the date hereof. On conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courierno payment or adjustment for any unpaid and accrued interest, or personal delivery)liquidated damages with respect to, and all conversions shall the Securities will be cashless and not require further payment from the Lendermade. If no objection is delivered from a Holder surrenders a Security for conversion between the Borrower record date for the payment of interest and the next interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the Lender, with respect interest thereon which the registered Holder on such record date is to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of receive. To convert a Security a Holder must (1) complete and sign the Conversion Notice, with appropriate signature guarantee, on the Borrower shall have been thereafter deemed back of the Security, (2) surrender the Security to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three a Conversion Agent, (3) business days furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of Conversion Notice delivery. The Borrower represents that it is participating interest, if any, the Holder may be paid as provided in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request last sentence of the Lender above paragraph and provided that (5) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the shares to be portion is $1,000 principal amount or a whole multiple of $1,000 principal amount. Any ADRs issued are eligible upon conversion of a Security shall bear the Private Placement Legend until after the second anniversary of the later of the issue date for transfer the Securities and the last date on which the Company or any Affiliate of the Company was the owner of such ADRs or the Security (or any predecessor security) from which such ADRs were converted (or such shorter period of time as permitted by Rule 144(k) under Rule 144 of the Securities Act or any successor provision thereunder) (or such longer period of 1933, time as amended (the “Securities 2 Act”), or are effectively registered may be required under the Securities ActAct or applicable state securities laws in the Opinion of Counsel for the Company, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings unless otherwise agreed by the Borrower relating to Company and the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsHolder thereof).” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the rightHolders may surrender Securities for conversion into Common Shares on a Conversion Date if, at any time after the Effective as of such Conversion Date, at its election, to convert all or part the Sale Price (as defined in the 83 Indenture) of the Note Amount into shares of fully paid and non-assessable shares of common stock Common Shares 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 Borrower (the “Common Stock”)accreted conversion price of a Security with a $1,000 Principal Amount at Maturity on such Conversion Date. The accreted conversion price shall be $0.013 per share is equal to the Issue Price plus accrued Original Issue Discount of Common Stock (such Security, with the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount sum thereof divided by the Conversion PriceRate. In addition, a Holder may surrender for conversion a Security or portion of a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provision 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 10.7 of the Indenture, or a dividend or a distribution described in Section 10.8 of the Indenture where the fair market value of such dividend or distribution per Common Share, as determined in the Indenture, exceeds 15% of the Sale Price of the Common Shares as of the Business Day 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, 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 thereafter until the close of business on the Business Day prior to the Ex-Dividend Time or until the Company announces that such distribution will not take place. Finally, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Common Shares would be converted into cash, securities or other property as set forth in Section 10.14 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date the Company announces as the anticipated effective time until 15 days after the actual date of such transaction. 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 such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 10.3014 Common Shares per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion will receive cash or a check in lieu of any fractional Common Share. In certain circumstances described in the Indenture, a Holder which surrenders Securities for conversion may receive Common Shares and cash in lieu of fractional shares from an Exchange Party and not from the Company and the Securities may remain outstanding. To surrender a Security for conversion, a Holder must (1) complete and manually sign the conversion notice below (“or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Notice”Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be delivered made for dividends on the Common Shares except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount attributable to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment the period from the Lender. If no objection is delivered from Issue Date through the Borrower to the Lender, Conversion Date with respect to any variable the converted Security shall not be cancelled, extinguished or calculation reflected forfeited, but rather shall be deemed to be paid in full to the Conversion Notice within 24 hours of Holder thereof through the delivery of the Conversion NoticeCommon Shares (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Borrower shall have been thereafter deemed Security being converted pursuant to have irrevocably confirmed the terms hereof; and irrevocably ratified the fair market value of such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from Shares (together with any conversion such cash payment in lieu of fractional shares) shall be treated as issued, to the Lender (extent thereof, first in any name directed by exchange for Original Issue Discount accrued through the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programDate, and upon request the balance, if any, of such fair market value of such Common Shares (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion Security being converted pursuant to the Lender through the DTC Direct Registration System (“DRS”)provisions hereof. The Conversion Price shall Rate will be subject to equitable adjustments adjusted for stock splits, stock dividends or distributions on Common Shares payable in Common Shares or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Shares; distributions to all holders of Common Shares of certain rights offerings by to purchase Common Shares for a period expiring within 60 days at less than the Borrower relating Average Sale Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding certain cash dividends or distributions). However, combinationsno adjustment need be made if Securityholders may participate in the transaction without conversion 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, recapitalizationmerger or binding share exchange or a transfer of all or substantially all of its assets, reclassificationsor upon certain distributions described in the Indenture, extraordinary distributions and similar events.” Section 4 the right to convert a Security into Common Shares may be changed into a right to convert it into securities, cash or other assets of the Note is hereby deleted in its entiretyCompany or another person.

Conversion. The Lender Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time after prior to the Effective close of business (New York 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 the Business Day prior to the corresponding Redemption Date, at its election), to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $20) into shares of fully paid and non-assessable shares of common stock of Fleetwood Common Stock at the Borrower (the “Common Stock”). The initial conversion price shall be of $0.013 [___] per share of Fleetwood Common Stock Stock, subject to adjustment under certain circumstances. 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 Price”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 Trust (which will distribute such interest to the holder of the applicable Trust Securities at all timesthe close of business on such record 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 formula of a Security is determined by dividing the principal amount of the Security converted by the 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 as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of this Security may convert the rightSecurity into shares of Common Stock, so long as the conditions described in Section 1402 of the Indenture are met, at any time after until the Effective Dateclose of business on the Business Day prior to the Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at its electionthe close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert all or part 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 Note Amount into Indenture. The initial Conversion Rate is 4.7872 shares of fully paid and non-assessable 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. If the Company exercises its option pursuant to Section 1701 of the Indenture to have interest in lieu of Original Issue Discount accrue on this Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of common stock 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 immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (unless such Securities or portions thereof have been called for redemption on a Redemption Date within such period) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. 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. A Holder may convert a portion of this Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of this Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the Option Exercise Date and (y) the date on which interest was last paid or duly provided for) 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 Borrower Common Stock (together with the “Common Stock”). The conversion price shall be $0.013 per share 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 (the “Conversion Price”together with any such cash payment in lieu of fractional shares) at all times. The conversion formula shall be treated as follows: Number issued, to the extent thereof, first in exchange for Original Issue Discount (and unpaid interest, if the Company has exercised its option provided for in "Tax Event") 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 (or Restated Principal Amount, if the Company has exercised its option provided for in "Tax Event") of the Security being converted pursuant to the provisions hereof. No fractional shares receivable will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price 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 equals notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the dollar conversion amount divided Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery)Agent, and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender(d) pay any transfer or similar tax, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsif required.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing which does not fail, from and after the Effective Reset Date through June 15, 2028 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Class A Common Stock. Prior to the Reset Date, each Security is convertible, at the option of the Holder into 1.5179 shares of common stock Class A Common Stock for each $50 in aggregate principal amount of Securities (equivalent to a conversion price of $32.94 per share of Class A Common Stock). On and after the Reset Date, the Securities may, at the option of the Borrower (Company and subject to the “results of the Remarketing, become nonconvertible or convertible into a different number of shares of Class A Common Stock”). The conversion ratio and equivalent conversion price shall be $0.013 per share of Common Stock (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 5:00 p.m. New York City time on the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A complete and sign a conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (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 days on the Regular Record Date for the payment of Conversion Notice deliveryan 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 Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Security is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”)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 Conversion Price outstanding principal amount of any Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings reduced by the Borrower relating to the Borrower’s securities or the securities of any subsidiary portion of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsprincipal amount thereof converted into shares of Class A Common Stock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part provisions of Article X of the Note Amount Indenture, a Holder of a Security may convert such Security into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company if any of the conditions specified in paragraphs (a) through (e) of Section 10.01 of the Indenture is satisfied; provided, however, that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day before the Redemption Date of such Security (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is redeemed). The initial conversion price is $39.24 per share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Security in a Principal Value Conversion, the Company has the option to deliver cash and/or Common Stock to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request Holder of the Lender and Security surrendered for such conversion as provided that the shares to be issued are eligible for transfer under Rule 144 in Section 10.02 of the Securities Act of 1933Indenture. Upon conversion, as amended no adjustment for interest, if any (the “Securities 2 Act”including contingent interest, if any), or are effectively registered under 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 Securities Act, current market price (as defined in the Borrower shall cause its transfer agent to electronically issue Indenture) of the Common Stock issuable upon conversion on the last Trading Day prior to the Lender through date of conversion. To convert a Security, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”)b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The Conversion Price If a Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including contingent interest, if any) and Liquidated Damages, if any, payable on such interest payment date on the principal amount of the Security or portion thereof then converted; provided, however, that no such payment shall be subject required if such Security has been called for redemption on a Redemption Date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to equitable adjustments for stock splits$1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary respectively, of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions Indenture may be converted only if such notice of exercise is withdrawn as provided above and similar events.” Section 4 in accordance with the terms of the Note is hereby deleted in its entiretyIndenture.

Conversion. The Lender has Security is called for redemption, the rightconversion right will terminate at the close of business on the second business day immediately preceding the redemption date for such Security (the "Conversion Termination Date") (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at any time after the Effective close of business on the date such default is cured and such Security is redeemed); provided, further, that if -------- ------- the Holder of a Security presents such Security for redemption prior to the close of business on the Conversion Termination Date, at its election, to convert all or part the right of conversion shall terminate upon presentation of the Note Amount into shares Security 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 fully paid business on the date such default is cured and non-assessable shares of common stock of the Borrower (the “Common Stock”such Security is redeemed). The initial Conversion Price is [insert conversion price shall be $0.013 of 9 1/4% Preferred Stock on the date of exchange] per share of Common Stock (the “Conversion Price”) at all timesshare, subject to adjustment under certain circumstances. The conversion formula shall be as follows: Number number of shares receivable issuable upon conversion equals of a Security is determined by dividing the dollar conversion principal amount divided converted by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected Price in effect on the Conversion Notice within 24 hours of delivery of the Conversion NoticeDate. No payment or adjustment will be made for accrued interest or Liquidated Damages, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the if any, on a converted Security or for dividends or distributions on shares of Common Stock from any issued upon conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice deliverySecurity. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Price of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”)b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay a transfer or similar tax, if required. The Conversion Price A holder of a Security at the close of business on an interest payment record date shall be subject entitled to equitable adjustments for stock splitsreceive the interest and Liquidated Damages, stock dividends or rights offerings by if any, payable on the Borrower relating corresponding interest payment date notwithstanding the conversion thereof following the close of business on such interest payment record date and prior to the Borrower’s securities close of business on such interest payment date. However, if a Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, the Security (except Securities called for redemption on a redemption date or with a Conversion Termination Date during such period) must be accompanied by payment of an amount equal to the securities of any subsidiary interest and Liquidated Damages, if any, payable on such interest payment date on the principal amount of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsSecurity or portion thereof then converted. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at At any time after 90 days following the Effective Date, at its election, to convert all or part latest date of original issuance of the Note Amount into shares of fully paid Notes and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower prior to the Lenderclose of business on the business day immediately preceding March 15, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours 2009, a Holder of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified a Note may convert such notice of conversion and waived any objection thereto. The Borrower shall deliver the Note into shares of Common Stock from any of the Company; provided, however, that if the Note is called for redemption, the conversion right will terminate at the close of business on the Business Day before the redemption date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is $30.27 per share, subject to adjustment under certain circumstances as described in the Lender Indenture (in any name directed the "Conversion Price"). The number of shares issuable upon conversion of a Note is determined by dividing the principal amount converted by the Lender) within three 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 (3) business days of Conversion Notice delivery. The Borrower represents that it is participating as defined in the Depository Trust Company (“DTC”Indenture) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the last trading day prior to the Lender through date of conversion. To convert a Note, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth as Exhibit G to the Indenture and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Note to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends or rights offerings (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is held in book-entry form, complete and deliver to the Borrower’s securities or Depositary appropriate instructions pursuant to the securities Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the record date for the payment of any subsidiary an installment of interest and the Borrowernext interest payment date, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 the Note must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of the 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 period between and including such record date and such interest payment date, or if such Note is hereby deleted surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in its entiretyrespect of which a Holder had delivered a notice exercising the option of such Holder to require the Company to repurchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Lender has Subject to and in compliance with the rightprovisions of the Indenture (including, without limitation, the conditions to conversion of this Security set forth in Section 10.01 thereof), a Holder is entitled, at any time after the Effective Date, at its electionsuch Holder's option, to convert all the Holder's Security (or part any portion of the Note Amount principal amount at maturity thereof that is $1,000 or an integral multiple $1,000), into shares of fully paid and non-assessable nonassessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (at the “Conversion Price”) Price in effect at all timesthe time of conversion. The conversion formula Company will notify Holders of any event triggering the right to convert the Securities as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or Change of Control Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 13.0259 shares of Common Stock per $1,000 principal amount at maturity, subject to adjustment in certain events described in the Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid Contingent Cash Interest or Liquidated Damages. Upon conversion, no payment shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided made by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, Company with respect to any variable Accrued Original Issue Discount and accrued and unpaid Contingent Cash Interest or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion NoticeLiquidated Damages, the Borrower if any. Instead, such amount shall have been thereafter be deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver paid by the shares of Common Stock from delivered upon conversion of any conversion Security. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock, except as set forth in the Indenture. To surrender a Security for conversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a facsimile of such notice) and deliver such notice to the Lender Conversion Agent, (in any name directed by 2) surrender the Lender) within three Security to the Conversion Agent, (3) business days furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. No fractional shares of Conversion Notice deliveryCommon Stock shall be issued upon conversion of any Security. The Borrower represents Instead of any fractional share of Common Stock that it is participating would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment as provided in the Depository Trust Indenture. If the Company (“DTC”i) Fast Automated Securities Transfer is a party to a consolidation, merger, statutory share exchange or combination, (“FAST”ii) programreclassifies the Common Stock, or (iii) conveys, transfers or leases its properties and upon request assets substantially as an entirety to any Person, the right to convert a Security into shares of Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that Company or such other Person, in each case in accordance with the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Beginning April 28, 1997, a Holder of a Security may convert such Security into Common Stock of the right, Company at any time after before the Effective close of business on March 1, 2002. If the Security is called for redemption or delivered for repurchase, the Holder may convert it at any time before the close of business on the last Business Day prior to the Redemption Date or the Repurchase Date, at its electionas the case may be, to convert all unless the Company defaults in making the payment due upon redemption or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)repurchase. The conversion price shall be initial Conversion Price is $0.013 5.18 per share of Common Stock (share, subject to adjustment in certain events as set forth in the “Conversion Price”) at all timesIndenture. The conversion formula shall be as follows: Number To determine the number of shares receivable issuable upon conversion equals of a Security, divide the dollar conversion principal amount divided to be converted by the Conversion PricePrice in effect on the conversion date and then round to the nearest 1/100th share. A The Company will deliver a check for any fractional share. To convert a Security, a Holder must (1) complete and sign the conversion notice on the back of the Security, (“Conversion Notice”2) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from surrender the Lender. If no objection is delivered from the Borrower Security to the LenderConversion Agent or Registrar, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. Securities (or portion of a Security) surrendered for conversion during the period from the close of business days on any Regular Record Date next preceding any Interest Payment Date to the opening of Conversion Notice deliverybusiness on such Interest Payment Date (except Securities called for redemption on a Redemption Date within such period) must be accompanied by payment of an amount equal to the interest thereon which the registered Holder is to receive. The Borrower represents In the case of any Securities that have been converted after any Regular Record Date but on or before the next Interest Payment Date, interest due on such Interest Payment Date will be payable on such Interest Payment Date, notwithstanding such conversion, to the Holder of record of such Note as of such Regular Record Date. Except 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. No other payment or adjustment for interest or dividends will be made upon conversion. If the Company is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets, the right to convert a Security into Common Stock may be changed into a right to convert it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programinto securities, and upon request cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother Person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Convertible Note has the right, exercisable at any time after 90 days following the Effective Date, at its electiondate of original issuance thereof and prior to the close of business (New York time) on the date of the Convertible Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $_____ per share, subject to adjustment under certain circumstances, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the 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 Noteholder surrenders a Convertible Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan 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 Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, must 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 portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion of a Convertible Note is determined by dividing the principal amount of the Convertible Note converted by the 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. A Note in respect of which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below, exercising the Lender through option of such holder to require the DTC Direct Registration System (“DRS”)Company to purchase such Note, may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities above description of any subsidiary conversion of the BorrowerConvertible Notes is qualified by reference to, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted subject in its entiretyentirety by, the more complete description thereof contained in the indenture.

Conversion. The Lender has Subject to the rightprovisions of the Indenture, unless ---------- previously redeemed, the Notes are convertible (in denominations of (Euro)1.00 principal amount at maturity or integral multiples thereof), at the option of the holder thereof, into Capital Stock of the Company at any time after 365 days following the Effective Date, at its election, Issue Date and prior to convert all or part the maturity date. The number of shares of Capital Stock of the Note Amount into shares of fully paid and non-assessable shares of common stock Company ("Conversion Shares") issuable upon conversion of the Borrower Notes is equal to the principal amount of the Notes being converted (on the date of conversion) divided by (Euro)25.00, subject to adjustment as provided in the Indenture (the “Common Stock”"Conversion Ratio"). Except as described below, no adjustment will be made on conversion of any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) after a record date for the payment of interest and prior to the next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion price shall be $0.013 per share of Notes (including pursuant to the mandatory conversion feature described below) and, in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of the Common Stock on the last Trading Day prior to the day of conversion. In the case of Notes called for redemption, conversion rights will expire at the close of business on the Trading Day next preceding the date fixed for redemption, unless the Company defaults in payment of the redemption price. In addition, if the closing price on the Neuer Markt of the Common Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the “Conversion Price”) at all times. The conversion formula shall be 30-day period being referred to as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery"Market Criteria Period"), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours Shelf Registration Statement described in paragraph 2 hereof is effective and available, all of delivery the Notes will be automatically converted into that number of Conversion Shares derived by application of the Conversion NoticeRatio; provided, however, that if the Market Criteria is satisfied during the first year after the Closing Date, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver will not occur until the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request one-year anniversary of the Lender Closing Date and provided that will occur only if the shares to be issued are eligible for transfer under Rule 144 closing price on the Neuer Markt of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to is at least (Euro)32.00 on such date: Closing ----------- 12 Months Beginning Price ------------------- ----------- August 15, 1999 (Euro)32.00 August 15, 2000 (Euro)38.46 August 15, 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The denominator of the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be Ratio is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary adjustment as provided in Section 10.5 of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of the Note Amount amount due hereunder into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all timesshall be $0.0002. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (the “Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three five (35) business days of Conversion Notice delivery. The Lender shall pay the transfer agent fees for the issuance of share certificates. After receiving the Initial Consideration, the Borrower represents that it is participating agrees to begin a good faith effort to apply for participation in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program. Subject to FAST approval by the DTC, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time prior to 5:00 p.m., New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing or a Failed Final Remarketing, from and after the Effective Reset Date through February 15, 2030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock. On or prior to the Tender Notification Date, each Security is initially convertible, at the option of the Holder into 1.0076 shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to an initial conversion price shall be of $0.013 49.625 per share of Common Stock (Stock). On and after the “Conversion Price”) Reset Date, the Securities may, at all timesthe option of the Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion formula 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 5:00 p.m., New York City time on 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 (other than a Global 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 as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part provisions of Article 4 of the Indenture, a Holder of a Note Amount may convert such Note into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company if any of the conditions specified in paragraphs (a) through (e) of Section 4.1 of the Indenture is satisfied; provided, however, that if such Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day immediately preceding the Redemption Date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Note is redeemed). The initial conversion price is $15.43 per share, subject to adjustment under certain circumstances as described in the Lender Indenture (in any name directed the "Conversion Price"). The number of shares issuable upon conversion of a Note is determined by dividing the principal amount of Notes converted by the LenderConversion Price in effect on the Conversion Date. Upon conversion, no adjustment for interest (including Contingent Interest and Liquidated Damages, if any) within three (3) business days of Conversion Notice deliveryor dividends will be made. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Price of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the last Trading Day prior to the Lender through date of conversion. To convert a Note, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Note to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends or rights offerings (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is held in book-entry form, complete and deliver to the Borrower’s securities or Depositary appropriate instructions pursuant to the securities Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the record date for the payment of any subsidiary an installment of interest and the Borrowerrelated interest payment date, combinationsthe Note must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Liquidated Damages, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 if any) payable on such interest payment date on the principal amount of the 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 period between and including such record date and such interest payment date, or if such Note is hereby deleted surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in its entiretyrespect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.9 or Section 3.10, respectively, of the Indenture may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Debenture may convert all or part of the Note Amount such Debenture into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company at any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the Lender close of business on the Business Day immediately preceding the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in any name directed 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 Lender) within three (3) business days of Conversion Notice deliveryPrice in effect on the Conversion Date. The Borrower represents that it is participating No payment or adjustment will be made for accrued interest on a converted Debenture, except as described in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programnext succeeding paragraph, and or for dividends or distributions on shares of Common Stock issued upon request conversion of the Lender and provided that the a Debenture. No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing sale price of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the last Trading Day prior to the Lender Conversion Date. To convert a Debenture, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent, and (d) pay any transfer or similar tax, if required. Interest accrued through the DTC Direct Registration System (“DRS”). The Conversion Price and including [ ], 2001 shall be subject to equitable adjustments paid on any Debenture called for stock splitsredemption and surrendered for conversion before the close of business on [ ], stock dividends or rights offerings by 2001. If a Holder surrenders a Debenture for conversion after the Borrower relating close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Borrower’s securities or Holder of such Debenture on such record date. In such event, unless the securities Debenture has been called for redemption, the Debenture must be accompanied by payment of any subsidiary an amount equal to the interest payable on such interest payment date on the principal amount of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions 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 only if the Change in Control Purchase Notice is withdrawn as provided above and similar events.” Section 4 in accordance with the terms of the Note is hereby deleted in its entiretyIndenture.

Conversion. The Lender has A Holder of a Note may convert the right, at principal amount of such Note (or any time after the Effective Date, at its election, portion thereof equal to convert all $1,000 or part any integral multiple of the Note Amount $1,000 in excess thereof) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from and Expedia Stock at any conversion time prior to the Lender close of business on June 1, 2008; provided, however, that if the Note is submitted or presented for purchase pursuant to a Change in Control Notice, the conversion right will terminate at the close of business on the Business Day immediately preceding the Change in Control Purchase Date for such Note or such earlier date as the Holder presents such Note for purchase (in any name directed by unless the Lender) within three (3) business days of Conversion Notice deliveryHolder withdraws its election pursuant to the Indenture). The Borrower represents that it initial Conversion Price is participating $26.68 per share and the initial Expedia Conversion Price is $26.68 per share, in each case subject to adjustment under certain circumstances as provided in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request Indenture. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Note is determined by dividing the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. The number of shares of Expedia Stock issuable upon conversion of a Note is hereby deleted determined by dividing the principal amount of the Note or portion thereof converted by the Expedia Conversion Price in its entiretyeffect on the Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder has delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. As soon as practicable after the Conversion Date, the Company and IAC shall satisfy all of their Conversion Obligations by delivering to the Holder, at IAC's option, either shares of Common Stock and Expedia Stock, cash, or a combination of cash and shares of Common Stock and/or Expedia Stock. If IAC elects to satisfy the entire Conversion Obligation by Share Settlement, then IAC or the Company will deliver to the Holder (i) shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Notes to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date, and (ii) shares of Expedia Stock equal to the quotient of (A) the aggregate principal amount of Notes to be converted by the Holder divided by (B) the Expedia Conversion Price in effect on the Conversion Date. If IAC elects to satisfy the entire Conversion Obligation by Cash Settlement, then IAC or the Company will deliver to the Holder cash in an amount equal to the sum of (i) the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of Common Stock on each Trading Day during the Cash Settlement Averaging Period and (ii) the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Expedia Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of Expedia Stock on each Trading Day during the Cash Settlement Averaging Period; If IAC elects to satisfy the Conversion Obligation in a Combined Settlement, then the Company or IAC will deliver to the Holder (i) the IAC Partial Cash Amount, (ii) the Expedia Partial Cash Amount, (iii) a number of shares of Common Stock equal to the quotient of (A) the IAC Cash Amount minus the IAC Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period and (iv) a number of shares of Expedia Stock equal to the quotient of (A) the Expedia Cash Amount minus the Expedia Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Expedia Stock on each Trading Day during the applicable Cash Settlement Averaging Period. Upon receipt of the conversion notice from a Holder by the Company, IAC or the Conversion Agent, (1) if IAC elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock and Expedia Stock will be made on or prior to the fifth (5th) Trading Day following receipt of such conversion notice; or (2) if IAC elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company or IAC will notify the Holder, through the Conversion Agent, of the dollar amount to be satisfied in cash at any time during the Settlement Notice Period. Share Settlement will apply automatically if the Company or IAC does not notify the Holder that IAC has chosen another settlement method.

Conversion. The Lender has Subject to and in compliance with the rightprovisions of the Indenture (including, without limitation, the conditions to conversion set forth in Section 2.01 of the Second Supplemental Indenture), a Holder is entitled, at any time after the Effective Date, at its electionsuch Holder’s option, to convert all the Holder’s Note (or part any portion of the Note Amount principal amount thereof that is $1,000 or an integral multiple $1,000), into an amount of cash and the number of shares of fully paid and non-assessable nonassessable shares of common stock Common Stock, if any, at the Conversion Price in effect at the time of conversion. The Company will notify Holders of any event triggering the right to convert the Holder’s Note as specified above in accordance with the Indenture. A Note in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or Change of Control Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Borrower (the “Common Stock”)Indenture. The initial Conversion Price is $33.97, subject to adjustment in certain events described in the Indenture. To convert a Note, a Holder must (1) complete and manually sign the conversion price notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. No fractional shares of Common Stock shall be $0.013 per issued upon conversion of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment as provided in the Indenture. Notes that are surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the “Conversion Price”case of Notes or portions thereof which have been called for redemption or in respect of which a Purchase Notice or Change of Control Purchase Notice delivered by the Holder has not been withdrawn, the conversion rights of which would terminate during the period between such Regular Record Date and the close of business on such Interest Payment Date) at all times. The conversion formula be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Notes being surrendered for conversion; provided, however, that no such payment shall be as follows: Number required if there shall exist at the time of shares receivable conversion a default in the payment of interest on the Notes. No payment or adjustment shall be made upon any conversion equals on account of any interest accrued on the dollar Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion. Rather, such amount divided by shall be deemed to be paid in full to the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Holder through delivery of cash or a combination of cash and Common Stock, in exchange for the Note being converted pursuant to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery)the provisions hereof, and all conversions the fair market value of the combination of cash and any shares of Common Stock, shall be cashless treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest and the balance, if any, of such fair market value of any such Common Stock and any cash payment shall be treated as issued in exchange for the principal amount of the Note being converted pursuant to the provisions hereof. In addition, no adjustment or payment shall be made upon any conversion on account of any dividends on any Common Stock issued upon conversion. In addition, Holders shall not require further payment from be entitled to receive any dividends payable to holders of Common Stock as of any Record Date before the Lenderclose of business on the conversion date. If no objection the Company (i) is delivered from a party to a consolidation, merger or binding share exchange or (ii) reclassifies the Borrower to the LenderCommon Stock or (iii) conveys, with respect transfers or leases its properties and assets substantially as an entirety to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion NoticePerson, the Borrower shall have been thereafter deemed right to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the convert a Note into shares of Common Stock from any conversion may be changed into a right to convert it into securities, cash or other assets of the Lender (Company or such other Person, in any name directed by each case in accordance with the Lender) within three (3) business days of Conversion Notice deliveryIndenture. The Borrower represents that it above description of conversion of the Security is participating qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Depository Trust Company (“DTCIndenture.”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Company at any time after before the Effective close of business on February 16, 2019. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . 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 convert all or part 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 Note Amount into Indenture. The initial Conversion Rate is 6.734 shares of fully paid and non-assessable 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 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) must be accompanied by payment of 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 facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion in $1,000 or an integral multiple of $1,000. No 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, it 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 Borrower Common Stock (together with the “Common Stock”). The conversion price shall be $0.013 per share 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 Price”Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) at all timesshall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Common Stock; distributions to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares holders of Common Stock from any conversion of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Lender Quoted 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). However, no adjustment need be made if Securityholders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating 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 Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and upon request the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Convertible Note has the right, exercisable at any time after 90 days following the Effective Date, at its electionIssuance Date and prior to the close of business (New York City time) on the Business Day immediately preceding the date of the Convertible Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $___ per share, subject to adjustment under certain circumstances, except that if a Convertible 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 date fixed for redemption. To convert a Convertible Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the 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 Noteholder surrenders a Convertible Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan 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 Convertible Note on such record date. In such event, unless such Security has been called for redemption on or prior to such interest payment date, such Convertible Note, when surrendered for conversion, must 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 portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Convertible Note is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”). The Convertible Note converted by the Conversion Price shall in effect on the Conversion Date. No fractional shares will be subject to equitable adjustments issued upon conversion but a cash adjustment will be made for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsfractional interest.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Security has the right, exercisable at any time after 90 days following the Effective Date, at its electionIssuance Date and prior to the close of business on the Business Day immediately preceding the final maturity date of the Security, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $73.36 per share, subject to adjustment under certain 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 date fixed for redemption (unless the Company shall default in making the redemption payment, including interest and Additional Amounts, 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). Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Lender Depositary the appropriate instructions for conversion pursuant to the Depositary's procedures. To convert a certificated Security, the holder must (1) complete and sign a notice of election to convert substantially in any name directed by the Lenderform set forth below (or complete and manually sign a facsimile thereof) within three 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 Conversion Agent and (4) pay any transfer or similar tax, if required by the Conversion Agent. Upon conversion, no adjustment or payment will be made for accrued and unpaid interest or Additional Amounts, if any, on the Securities so converted or for dividends or distributions on, or Additional Amounts, if any, attributable to, any Common Stock issued on conversion of the Securities, except that, if any Noteholder surrenders a Security for conversion after the close of business days on a record date for the payment of Conversion Notice deliveryinterest 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 on such interest payment date to the person who was the registered holder of such Security on such record date. Any Securities surrendered for 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 in an amount equal to the interest and Additional Amounts, if any, payable on such interest payment date on the principal amount of Securities so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the 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. A Security in respect of which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the Lender through option of such holder to require the DTC Direct Registration System (“DRS”)Company to purchase such Security may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities above description of any subsidiary conversion of the BorrowerSecurities is qualified by reference to, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted subject in its entiretyentirety to, the more complete description thereof contained in the Indenture.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Class A Common Stock of the Company at any time after before the Effective close of business on August 16, 2020. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . 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 convert all or part 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 Note Amount into Indenture. The initial Conversion Rate is 29.5623 shares of fully paid and non-assessable Class A 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 A 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 Class A Common Stock such Holder would have received if the Company had not exercised such option. In any event, whether or not 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 of 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 facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Class A 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 Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Class A Common Stock (together with the “Conversion Price”cash payment, if any, in lieu of fractional shares) at all times. The conversion formula in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as follows: Number 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 shares receivable 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 equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, Securities made concurrently with or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours after acceleration of delivery Securities following an Event of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”)Default. The Conversion Price shall Rate will be subject to equitable adjustments adjusted for stock splits, stock dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights offerings by to purchase Class A Common Stock for a period expiring within 45 days at less than the Borrower relating Market Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding certain cash dividends or distributions). However, combinationsno 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, recapitalizationmerger or binding share exchange or a transfer of all or substantially all of its assets, reclassificationsor upon certain distributions described in the Indenture, extraordinary distributions and similar events.” Section 4 the right to convert a Security into Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of the Note is hereby deleted in its entiretyCompany or another person.

Conversion. The Lender Subject to and upon compliance with the provisions of the Indenture, the Holder hereof has the right, at any time after its option, to convert each $1,000 principal amount of this Note at the Effective Datetimes specified in the Indenture, based on an initial Conversion Rate of [initial conversion rate] 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 settle such conversion, at its election, pursuant to Physical Settlement, Cash Settlement or Combination Settlement. If and only to the extent Holders elect to convert all 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 part of portion hereof) is surrendered for conversion after 5:00 p.m., New York City time, on the Note Amount into shares of fully paid and non-assessable shares of common stock of Regular Record Date for an Interest Payment Date but prior to the Borrower (the “Common Stock”). The conversion price applicable Interest Payment Date, it shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided accompanied by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to emailpayment, facsimile, mail, overnight courier, in immediately available funds or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower other funds acceptable to the LenderCompany, of an amount equal to the interest otherwise payable on such Interest Payment Date on 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) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or prior to such Interest Payment Date; and (iii) with respect to any variable or calculation reflected in 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 Notice within 24 hours of delivery Date is deemed to be paid in full upon receipt of the Conversion NoticeSettlement Consideration rather than cancelled, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection theretoextinguished or forfeited. The Borrower shall deliver the No fractional shares of Common Stock from will be issued upon any conversion to the Lender (of Notes, but an adjustment and payment in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating cash will be made, as provided in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and in respect of any fraction of a share which would otherwise be issuable upon request the 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 Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Note may convert the right, principal amount of such Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Class A Subordinate Voting Stock at any time after prior to the Effective last Business Day prior to the close of business on June 15, 2010; provided, however, that if the Note is called for redemption 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 redemption date or the Change in Control Payment Date, as the case may be, for such Note or such earlier date as the Holder presents such Note for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Payment, as the case may be, when due, in which case the conversion right shall terminate at its election, to convert all the close of business on the date such default is cured and such Note is redeemed or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”purchased). The conversion price shall be initial Conversion Price is $0.013 7.05 per share of Common Stock (the “Conversion Price”) at all timesshare, subject to adjustment under certain circumstances. The conversion formula shall be as follows: Number number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. of Class A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Subordinate Voting Stock issuable upon conversion of a Note is determined by dividing the principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. 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 Class A Subordinate Voting Stock on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)b) surrender the Note 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. The Conversion Price Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding Interest Payment Date (excluding Notes or portions thereof called for redemption or subject to purchase upon a Change in Control on a redemption date or Change in Control Payment Date, as the case may be, 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 such Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Note, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower provisions of the Indenture relating to the Borrower’s securities payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Payment Notice exercising the securities option of any subsidiary such Holder to require the Company to purchase such Note may be converted only if the Change in Control Payment Notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at At any time after 90 days following the Effective Date, at its election, to convert all or part latest date of original issuance of the Note Amount into shares of fully paid Notes and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower prior to the Lenderclose of business on September 15, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours 2007, a Holder of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified a Note may convert such notice of conversion and waived any objection thereto. The Borrower shall deliver the Note into shares of Common Stock from any of the Company; PROVIDED, HOWEVER, that if the Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day before the redemption date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is $78.375 per share, subject to adjustment under certain circumstances as described in the Lender (in any name directed Indenture. The number of shares issuable upon conversion of a Note is determined by dividing the principal amount converted by the Lender) within three 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 (3) business days of Conversion Notice delivery. The Borrower represents that it is participating as defined in the Depository Trust Company (“DTC”Indenture) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the last trading day prior to the Lender through date of conversion. To convert a Note, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Note to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends or rights offerings (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is held in book-entry form, complete and deliver to the Borrower’s securities or Depositary appropriate instructions pursuant to the securities Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the record date for the payment of any subsidiary an installment of interest and the Borrowernext interest payment date, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 the Note must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of the 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 period between and including such record date and such interest payment date, or if such Note is hereby deleted surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in its entiretyrespect of which a Holder had delivered a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Lender has Subject to the rightterms of the Indenture, Holders may surrender Securities for conversion into shares of Common Stock at any time after on or prior to July 1, 2023 at the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)conversion price then in effect. The conversion right with respect to the Security or the portion of the Security being redeemed will expire at the close of business on the date that is two Trading Days immediately preceding such redemption date unless the Company defaults in making payments due upon such redemption date. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount to be converted by the conversion price shall 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. 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 Common Stock will be made. The Company will deliver a check for the current market value of such fractional shares rounded down to the nearest cent based on the current market price of the Common Stock. 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. The initial conversion price is $0.013 61.50 per share of Common Stock (Stock, subject to adjustment in certain events described in the “Conversion Price”) Indenture. No adjustment in the conversion price will be required unless such adjustment would require a change of at all timesleast 1% in the conversion price then in effect; PROVIDED that any adjustment that would otherwise be required to be made shall be earned forward and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the conversion formula shall be as follows: Number price for a period of shares receivable upon at least 20 days. To convert a Security, a Holder must (1) complete and sign the conversion equals notice on the dollar conversion amount divided 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 PriceAgent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Common Stock in the name of a Person other than the Holder thereof. A In the case of Global Securities, conversion notice (“Conversion Notice”) 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 portion is $1,000 or an integral multiple of $1,000. If the Company is a party to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight couriera consolidation or merger, or personal delivery)a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, and all conversions shall the right to convert a Security into Common Stock may be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower changed into a right to the Lenderconvert it into securities, with respect to any variable cash or calculation reflected in the Conversion Notice within 24 hours of delivery other assets of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Upon satisfaction of the rightconditions set forth in Section 4.1 of the Indenture, at any time after on or prior to 5:00 p.m., New York City time on the Effective DateBusiness Day immediately preceding May 1, at its election2022, to a Holder of a Note may convert all or part of the such Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to emailcash and, facsimileif applicable, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any of the Company in accordance with the provisions of Section 4.15 of the Indenture; PROVIDED, HOWEVER, that if such Note is called for redemption, the conversion to right will terminate at 5:00 p.m., New York City time on the Lender day that is two Business Days before the redemption date of such Note (unless the Company shall default in any name directed by making the Lender) within three (3) business days of Conversion Notice deliveryredemption payment when due, in which case the conversion right shall terminate at 5:00 p.m., New York City time on the date such default is cured and such Note is redeemed). The Borrower represents that it initial conversion price is participating $32.26 per share, subject to adjustment under certain circumstances as described in the Depository Trust Company Indenture (“DTC”) Fast Automated Securities Transfer (“FAST”) programthe "Conversion Price"). Upon conversion, and upon request of the Lender and provided that the no adjustment for interest or dividends will be made. No fractional shares to will be issued are eligible for transfer under Rule 144 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 Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the last trading day prior to the Lender through date of conversion. To convert a Note, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Note to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends or rights offerings (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is held in book-entry form, complete and deliver to the Borrower’s securities or Depositary appropriate instructions pursuant to the securities Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the Record Date for the payment of any subsidiary an installment of interest and the Borrowernext Interest Payment Date, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 the Note must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of the 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 period between and including such Record Date and such Interest Payment Date, or if such Note is hereby deleted surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in its entiretyrespect of which a Holder has delivered a Purchase Notice or a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.9(b) or Section 3.10, respectively, of the Indenture may be converted only if such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Lender holder of any Note has the right, exercisable at any time after following the Effective Date, at its electionIssuance Date and prior to the close of business (New York time) on the date of the Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $115.47 per share, subject to adjustment under certain circumstances as set forth in the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a holder must (1) complete and sign a conversion notice substantially in the form set forth below, (2) surrender the Note to the Lender (in any name directed by the Lender) within three a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. No payment or adjustment will be made for accrued and unpaid interest on a converted Note, but if any holder surrenders a Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan 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 shall be paid to the holder of such Note on such record date. Any Notes that are, however, delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of such Notes being converted. Payments to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those Notes. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Note is determined by dividing the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note converted by the 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. 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 to purchase such Note may be converted only if the notice of exercise is hereby deleted withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entiretyentirety by, the more complete description thereof contained in the Indenture.

Conversion. The Lender Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Security set forth in Article 11 thereof), the Holder hereof has the right, at any time after the Effective Date, at its electionoption, to convert all the principal amount hereof or part any portion of such principal which is $1,000 or a multiple thereof, into, subject to Section 11.01 of the Note Amount into Indenture, cash and shares of fully paid and non-assessable shares of common stock of Common Stock, if any, at the Borrower Conversion Rate. The initial Conversion Rate (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Initial Conversion PriceRate”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 51.5318 shares of Common Stock from any conversion per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. Upon conversion, the Company shall deliver, for each $1,000 principal amount of Securities being converted, cash and shares of Common Stock, if any, equal to the Lender (Settlement Amount in accordance with the Indenture. No fractional shares will be issued upon any name directed by conversion, but an adjustment and payment in cash will be made, as provided in the Lender) within three (3) business days Indenture, in respect of Conversion Notice deliveryany fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date or Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary. If an Event of Default shall occur and be continuing, the principal amount plus Interest through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Borrower represents that it is participating in Indenture permits, with certain exceptions as therein provided, the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, amendment thereof and upon request the modification of the Lender rights and provided that obligations of the shares to be issued are eligible for transfer under Rule 144 Company and any Subsidiary Guarantors and the rights of the Holders of the Securities Act under the Indenture at any time by the Company and the Trustee with the consent of 1933the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company and any Subsidiary Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of or applicable to this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of the principal amount, Redemption Price, Fundamental Change Repurchase Price hereof on or after the respective due dates expressed herein or to convert the Securities in accordance with Article 11. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price of, and Interest on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any multiple of $1,000 above that amount, as amended (provided in the “Indenture and subject to certain limitations therein set forth. Securities 2 Act”)are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or are effectively registered under exchange, but the Securities ActCompany and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Borrower Company, the Trustee and the Security Registrar and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion be affected by notice to the Lender through the DTC Direct Registration System (“DRS”)contrary. The Conversion Price This Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings governed by and construed in accordance with the Borrower relating to the Borrower’s securities or the securities of any subsidiary laws of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsState of New York. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing or a Failed Final Remarketing, from and after the Effective Reset Date through August 1, 2030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock. On or Prior to the Tender Notification Date, each Security is convertible, at the option of the Holder into 0.5755 shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 86.875 per share of Common Stock (Stock). On and after the “Conversion Price”) Reset Date, the Securities may, at all timesthe option of the Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion formula 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 5:00 p.m. New York City time on 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 (other than any Security whose Maturity is prior to such Interest Payment 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 as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Debenture may convert all or part of the Note Amount such Debenture into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company at any time prior to maturity; provided that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the fifth Business Day immediately preceding the redemption date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such -------- ------- Debenture for redemption prior to the Lender close of business on the fifth Business Day immediately preceding the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in any name directed 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 $28.35 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 Lender) within three (3) business days conversion price in effect on the conversion date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Conversion Notice deliveryCommon Stock issued upon conversion of a Debenture. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the market price (as defined) of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion on the last trading day prior to the Lender through date of conversion. 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 DTC Direct Registration System (“DRS”). The Conversion Price shall option of such Holder to require the Company to purchase such Debenture may be subject to equitable adjustments for stock splits, stock dividends or rights offerings by converted only if the Borrower relating to Change in Control Purchase Notice is withdrawn as provided above and in accordance with the Borrower’s securities or the securities of any subsidiary terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Note may convert it into Class A Common Stock of the Company at any time after before the Effective close of business on February 23, 2021. If the Note is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 11.8135 shares of Class A 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 A Common Stock. In the event the Company exercises its option pursuant to the Indenture to have interest in lieu of Original Issue Discount and cash interest accrue on the Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Notes 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 Notes to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment of an amount equal to the interest thereon 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 Note, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee, if required and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on, or other distributions with respect to, the Class A Common Stock except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to, but excluding, the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if the Company has exercised the option provided for in paragraph 10 hereof, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the most recent Interest Payment Date following the date of such exercise to, but excluding, 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 Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Note being converted pursuant to the terms hereof; and such cash, if any, and the fair market value of such shares of Class A 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 and cash interest (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued to, but excluding, the Conversion Date, at its electionand the balance, to convert all or part if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note Amount into shares of fully paid and non-assessable shares of common stock of being converted pursuant to the Borrower (provisions hereof. Notwithstanding the “Common Stock”). The conversion price shall foregoing, accrued but unpaid interest will be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable payable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, Notes made concurrently with or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours after acceleration of delivery Notes following an Event of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”)Default. The Conversion Price shall Rate will be subject to equitable adjustments adjusted for stock splits, stock dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights offerings by to purchase Class A Common Stock for a period expiring within 60 days at a price per share less than the Borrower relating Sale Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding certain cash dividends or distributions). However, combinationsno 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, recapitalizationmerger or binding share exchange or a transfer of all or substantially all of its assets, reclassificationsor upon certain distributions described in the Indenture, extraordinary distributions and similar events.” Section 4 the right to convert a Note into Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of the Note is hereby deleted in its entiretyCompany or another person.

Conversion. The Lender holder of any Convertible Note has the right, exercisable at any time after 90 days following the Effective Date, at its electionIssuance Date and prior to the close of business (New York time) on the Business Day immediately preceding the date of the Convertible Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the U.S. $1,000; provided, however that a holder of a Convertible Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower convert such Security only in whole to the Lender, with respect extent a conversion in part would reduce the principal amount thereof to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the an amount less than U.S. $25,000) into shares of Common Stock at the initial Conversion Price of U.S. $3.0516 per share, subject to adjustment under certain circumstances, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business (New York time) on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a Holder must (1) complete and sign a notice of election to convert (a "Conversion Notice") substantially in the form set forth below (copies of which are available from any conversion the Conversion Agent in New York, (2) deliver the Conversion Notice and the Convertible Note to the Lender (be converted in any name directed by the Lender) within three whole or in part to a Conversion Agent in New York, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or such Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest, Liquidated Damages, if any, or dividends, but if any Securityholder surrenders a Convertible Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan installment of interest and Liquidated Damages, if any, and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such interest payment date will be paid to the registered Holder of such Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest and Liquidated Damages, if any, payable on such interest payment date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to of a Convertible Note is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”). The Convertible Note converted by the Conversion Price shall in effect on the Conversion Date. No fractional shares will be subject to equitable adjustments issued upon conversion but a cash adjustment will be made for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsfractional interest.” Section 4 of the Note is hereby deleted in its entirety.