Common use of Exchange Rate Adjustment After Certain Designated Events Clause in Contracts

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to April 5, 2012, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be in connection with such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the holders of Common Stock receive only cash in the relevant Designated Event transaction, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices of the Common Stock on the ten (10) consecutive Trading Days up to but excluding the Effective Date. (c) The Stock Prices set forth in the first row of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable per $1,000 principal amount of Notes: March 27, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 1, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 1, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 1, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 1, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 0.0000 April 5, 2012 8.5164 2.8724 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 per share of Common Stock (the “Make Whole Cap”), no Additional Designated Event Shares will be issued upon exchange; and (iii) if the Stock Price is less than $19.57 per share of Common Stock (the “Make Whole Floor”), no Additional Designated Event Shares will be issued upon exchange. (g) The Make Whole Cap and Make Whole Floor shall be adjusted as of any date the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (h) Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock issuable upon exchange exceed 51.0986 shares per $1,000 principal amount, subject to adjustment as provided for in Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder Debentureholder elects to exchange its Notes Debentures following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to April 518, 20122014, the Issuer will increase the Applicable Exchange Rate for the Notes Debentures so surrendered for exchange by a number of shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes Debentures will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after including the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the holders of Common Stock receive only cash in the relevant Designated Event transaction, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices of the Common Stock on the ten (10) consecutive Trading Days up to but excluding the Effective Date. (c) The Stock Prices set forth in the first row of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes Debentures is adjusted pursuant to Section 13.05. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable per $1,000 principal amount of NotesDebentures: March 27, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 1, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 120, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 4.6538 4.3589 3.5828 2.8216 2.4696 1.8083 1.4489 1.2525 1.0281 0.8632 0.6335 0.4810 0.3726 April 115, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 4.6538 4.3701 3.5136 2.7504 2.3545 1.6487 1.2562 1.0552 0.8655 0.7284 0.5370 0.4095 0.3188 April 115, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 0.0000 4.6538 4.4003 3.4850 2.6858 2.2543 1.4741 1.0516 0.8433 0.6833 0.5764 0.4267 0.3270 0.2559 April 515, 2012 8.5164 2.8724 4.6538 4.3607 3.3842 2.5111 2.0526 1.2410 0.8049 0.6054 0.4813 0.4068 0.3026 0.2332 0.1836 April 15, 2013 4.6538 4.1185 3.0597 2.1011 1.6178 0.8204 0.4365 0.3107 0.2546 0.2158 0.1614 0.1251 0.0992 April 15, 2014 4.6538 3.4109 1.7442 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 140.00 per share of Common Stock (the “Make Whole Cap”), ) no Additional additional Designated Event Shares will be issued upon exchange; and (iii) if the Stock Price is less than $19.57 35.83 per share of Common Stock (the “Make Whole Floor”), ) no Additional additional Designated Event Shares will be issued upon exchange. (g) . The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes Debentures is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (h) . Notwithstanding the foregoing, in no event shall will the total number of shares of Common Stock issuable upon exchange of the Debentures pursuant to this Section 13.10 exceed 51.0986 shares 27.9096 per $1,000 principal amountamount of Debentures, subject to adjustment in the same manner and for the same events as provided for in the Exchange Rate is adjusted pursuant to Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following in connection with the occurrence of a transaction described in clause (1) or clause (2) of the definition of Designated Event that occurs prior to April 5, 2012Event, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of additional shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the relevant Designated Event (in the case of a Designated Event described in the clause (1) of the definition thereof in which holders of the Common Stock receive only cash cash), or in the relevant case of any other Designated Event transactiondescribed in clause (1) or clause (2) of the definition thereof, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices of the Common Stock over the ten Trading Day period ending on the ten (10) consecutive Trading Days up to but excluding Day preceding the Effective DateDate of such other Designated Event (the “Stock Price”). (c) The Stock Prices set forth in the first row of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable to be added to the Applicable Exchange Rate per $1,000 principal amount of Notes: March 27Effective Date $40.79 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 November 16, 2006 4.0860 2.3674 1.3406 0.7327 0.3888 0.2069 0.1225 0.0904 0.0790 0.0730 December 1, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 4.0860 2.4035 1.3237 0.6994 0.3589 0.1880 0.1149 0.0902 0.0813 0.0757 December 1, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 4.0860 2.3495 1.2342 0.6162 0.3005 0.1570 0.1043 0.0882 0.0811 0.0757 December 1, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 4.0860 2.2453 1.0875 0.4932 0.2255 0.1256 0.0968 0.0873 0.0811 0.0757 December 1, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 4.0860 2.0558 0.8284 0.3079 0.1428 0.1048 0.0942 0.0871 0.0811 0.0757 December 1, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 0.0000 April 5, 2012 8.5164 2.8724 0.0000 4.0860 1.7924 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 85.00 per share of Common Stock (the “Make Whole Cap”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $19.57 40.79 per share of Common Stock (the “Make Whole Floor”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchange. (g) added to the Applicable Exchange Rate. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (hg) Notwithstanding anything in this Section 13.11 to the foregoingcontrary, in no event shall will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 51.0986 shares 24.5158 per $1,000 principal amountamount of Notes, subject to adjustment in the same manner as provided for in the Exchange Rate pursuant to Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs on or prior to April 5October 6, 20122011, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after including the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the holders of Common Stock receive only cash in the relevant Designated Event transaction, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices of the Common Stock on the ten (10) consecutive Trading Days up to but excluding the Effective Date. (c) The Stock Prices set forth in the first row of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth will be adjusted in the table below same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. Notwithstanding the foregoing, in the event of an adjustment to the Exchange Rate pursuant to this Section 13.11, in no event will the Exchange Rate exceed the Maximum Exchange Rate. The Maximum Exchange Rate shall be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable per $1,000 principal amount of Notes: March 27, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 1, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 1, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 1, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 $31.49 5.2927 5.2927 5.2927 5.2927 5.2927 5.2927 $35.00 3.4120 3.3122 3.1516 2.8934 2.4767 2.1080 $37.50 2.4421 2.3284 2.1447 1.8543 1.3585 0.2579 $40.00 1.7047 1.5917 1.4129 1.1362 0.6704 0.0000 $42.50 1.1475 1.0459 0.8879 0.6522 0.2831 0.0000 $45.00 0.7316 0.6474 0.5186 0.3360 0.0821 0.0000 $47.50 0.4266 0.3625 0.2650 0.1519 0.0834 0.0435 April 1, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 0.1361 0.0000 April 5, 2012 8.5164 2.8724 0.0000 $50.00 0.2086 0.1645 0.0968 0.0174 0.0000 0.0000 $52.50 0.0610 0.0362 0.0000 0.0000 0.0000 0.0000 $55.00 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 55.00 per share of Common Stock (the “Make Whole Cap”), ) no Additional additional Designated Event Shares will be issued upon exchange; and (iii) if the Stock Price is less than $19.57 31.49 per share of Common Stock (the “Make Whole Floor”), ) no Additional additional Designated Event Shares will be issued upon exchange. (g) . The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (h) Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock issuable upon exchange exceed 51.0986 shares per $1,000 principal amount, subject to adjustment as provided for in Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to April 5, 2012Event, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the holders of Common Stock receive only cash in the relevant Designated Event transaction, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices of the Common Stock on the ten (10) consecutive Trading Days up to but excluding the Effective Date. (c) The Stock Prices set forth in the first row of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable to be added to the Applicable Exchange Rate per $1,000 principal amount of Notes: March 27September 25 2006 3.9271 2.7533 2.1500 1.6576 1.2580 0.9357 0.6778 0.4735 0.3132 0.1892 0.0964 0.0264 0.0000 September 15, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 13.9271 2.6710 2.0613 1.5696 1.1706 0.8557 0.6052 0.4093 0.2586 0.1438 0.0582 0.0000 0.0000 September 15, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 13.9271 2.5528 1.9354 1.4414 1.0504 0.7441 0.5071 0.3264 0.1909 0.0912 0.0207 0.0000 0.0000 September 15, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 13.9271 2.3329 1.7067 1.2174 0.8412 0.5574 0.3474 0.1953 0.0882 0.0163 0.0000 0.0000 0.0000 September 15, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 13.9271 1.9816 1.3266 0.8421 0.4982 0.2641 0.1119 0.0218 0.0000 0.0000 0.0000 0.0000 0.0000 September 15, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 3.9271 1.4132 0.3608 0.0000 April 5, 2012 8.5164 2.8724 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Datestwo dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 75.00 per share of Common Stock (the “Make Whole Cap”), ) (subject to adjustment) no Additional additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $19.57 42.44 per share of Common Stock (the “Make Whole Floor”), ) (subject to adjustment) no Additional additional Designated Event Shares will be issued upon exchange. (g) added to the Applicable Exchange Rate. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (hg) Notwithstanding anything in this Section 13.11 to the foregoingcontrary, in no event shall will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 51.0986 shares 23.5627 per $1,000 principal amountamount of Notes, subject to adjustment in the same manner as provided for in the Exchange Rate pursuant to Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following in connection with the occurrence of a transaction described in clause (1) or clause (2) of the definition of Designated Event that occurs prior to April 5, 2012Event, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the relevant Designated Event (in the case of a Designated Event described in the clause (1) of the definition thereof in which holders of the Common Stock receive only cash cash), or in the relevant case of any other Designated Event transactiondescribed in clause (1) or clause (2) of the definition thereof, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices Per share of the Common Stock over the ten Trading Day period ending on the ten (10) consecutive Trading Days up to but excluding Day preceding the Effective DateDate of such other Designated Event (the “Stock Price”). (c) The Stock Prices set forth in the first row of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable to be added to the Applicable Exchange Rate per $1,000 principal amount of Notes: March 27Effective Date $ 13.53 $ 14.00 $ 15.00 $ 16.00 $ 17.00 $ 18.00 $ 19.00 $ 20.00 $ 21.00 $ 22.00 $ 23.00 $ 24.00 $ 25.00 November 6, 2006 13.5752 12.8673 9.7169 7.2461 5.3205 3.8306 2.6853 1.8174 1.1661 0.6861 0.3393 0.0953 0.0000 November 15, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 113.5752 12.7258 9.5286 7.0247 5.1120 3.6380 2.5205 1.6857 1.0669 0.6154 0.2970 0.0751 0.0000 November 15, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 113.5752 12.4336 9.1551 6.6260 4.6992 3.2516 2.1788 1.3986 0.8406 0.4498 0.1829 0.0078 0.0000 November 15, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 113.5752 11.9020 8.4830 5.8885 3.9671 2.5761 1.5936 0.9190 0.4699 0.1810 0.0034 0.0000 0.0000 November 15, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 113.5752 11.1767 7.4231 4.6514 2.7207 1.4597 0.6892 0.2499 0.0213 0.0000 0.0000 0.0000 0.0000 November 15, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 0.0000 April 5, 2012 8.5164 2.8724 13.5752 11.0844 6.3231 2.1570 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 25.00 per share of Common Stock (the “Make Whole Cap”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $19.57 13.53 per share of Common Stock (the “Make Whole Floor”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchange. (g) added to the Applicable Exchange Rate. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (hg) Notwithstanding anything in this Section 13.11 to the foregoingcontrary, in no event shall will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 51.0986 shares 73.9098 per $1,000 principal amountamount of Notes, subject to adjustment in the same manner as provided for in the Exchange Rate pursuant to Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following in connection with the occurrence of a transaction described in clause (1) or clause (2) of the definition of Designated Event that occurs prior and for the avoidance of doubt, subject to April the proviso immediately following clause (5, 2012) thereof, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of additional shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the relevant Designated Event (in the case of a Designated Event described in the clause (1) of the definition thereof in which holders of the Common Stock receive only cash cash), or in the relevant case of any other Designated Event transactiondescribed in clause (1) or clause (2) of the definition thereof, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices of the Common Stock over the ten Trading Day period ending on the ten (10) consecutive Trading Days up to but excluding Day preceding the Effective DateDate of such other Designated Event (the “Stock Price”). (c) The Stock Prices set forth in the first row of the table (i.e., the column headers) below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.0515.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable to be added to the Applicable Exchange Rate per $1,000 principal amount of Notes: March 27, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 1, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 1, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 1October 12, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 13.4960 3.2488 2.4637 1.9386 1.5843 1.3440 1.1819 1.0700 0.9888 0.9206 0.8623 0.6880 October 15, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 0.0000 April 53.4960 3.2170 2.3936 1.8400 1.4765 1.2294 1.0627 0.9537 0.8785 0.8171 0.7644 0.6094 October 15, 2012 8.5164 2.8724 3.4960 3.1842 2.3160 1.7392 1.3537 1.0980 0.9353 0.8310 0.7607 0.7055 0.6593 0.5254 October 15, 2013 3.4960 3.1429 2.2219 1.6161 1.2165 0.9569 0.7873 0.6845 0.6253 0.5814 0.5439 0.4339 October 15, 2014 3.4960 3.0836 2.1030 1.4654 1.0550 0.7917 0.6315 0.5356 0.4895 0.4525 0.4228 0.3370 October 15, 2015 3.4960 2.9861 1.9291 1.2597 0.8424 0.5892 0.4442 0.3682 0.3355 0.3115 0.2916 0.2323 October 15, 2016 3.4960 2.8145 1.6391 0.9337 0.5315 0.3184 0.2199 0.1884 0.1742 0.1621 0.1517 0.1203 October 15, 2017 3.4960 2.6325 0.8468 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 200.00 per share of Common Stock (the “Make Whole Cap”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $19.57 66.01 per share of Common Stock (the “Make Whole Floor”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchange. (g) added to the Applicable Exchange Rate. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.0515.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (hg) Notwithstanding anything in this Section 15.11 to the foregoingcontrary, in no event shall will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 51.0986 shares 15.1492 per $1,000 principal amountamount of Notes, subject to adjustment in the same manner as provided for in the Exchange Rate pursuant to Section 13.0515.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following in connection with the occurrence of a transaction described in clause (1) or clause (2) of the definition of Designated Event that occurs prior to April 5, 2012Event, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the earliest of the date on which the relevant Designated Event transaction becomes effective and the date on which the transaction is publicly announced by us or the counterparty to such transaction (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the relevant Designated Event (in the case of a Designated Event described in the clause (1) of the definition thereof in which holders of the Common Stock receive only cash cash), or in the relevant case of any other Designated Event transactiondescribed in clause (1) or clause (2) of the definition thereof, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices Per share of the Common Stock over the ten Trading Day period ending on the ten (10) consecutive Trading Days up to but excluding Day preceding the Effective DateDate of such other Designated Event (the “Stock Price”). (c) The Stock Prices set forth in the first row of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable to be added to the Applicable Exchange Rate per $1,000 principal amount of Notes: Stock Price Effective Date $10.75 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 March 2726, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 2008 12.1335 12.0647 8.0828 5.1981 3.2368 1.9288 1.0778 0.5422 0.2221 0.0525 0.0000 April 2, 2009 12.1335 11.6312 7.4580 4.6248 2.7453 1.5309 0.7722 0.3224 0.0854 0.0012 0.0000 April 2, 2010 12.1335 10.9394 6.7507 3.9841 2.2183 1.1329 0.4974 0.1570 0.0144 0.0004 0.0000 April 2, 2011 12.1335 10.4315 6.0641 3.2983 1.6440 0.7139 0.2343 0.0325 0.0000 0.0000 0.0000 April 2, 2012 12.1335 10.2466 5.0227 2.1997 0.7865 0.1883 0.0080 0.0000 0.0000 0.0000 0.0000 April 1, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 1, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 1, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 1, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 0.0000 April 5, 2012 8.5164 2.8724 0.0000 2013 12.1335 10.0193 2.4435 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 20.00 per share of Common Stock (the “Make Whole Cap”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $19.57 10.75 per share of Common Stock (the “Make Whole Floor”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchange. (g) added to the Applicable Exchange Rate. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (hg) Notwithstanding anything in this Section 13.11 to the foregoingcontrary, in no event shall will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 51.0986 shares 93.0233 per $1,000 principal amountamount of Notes, subject to adjustment in the same manner as provided for in the Exchange Rate pursuant to Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder Debentureholder elects to exchange its Notes Debentures following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to April 5August 18, 20122011, the Issuer will increase the Applicable Exchange Rate for the Notes Debentures so surrendered for exchange by a number of shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes Debentures will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after including the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the holders of Common Stock receive only cash in the relevant Designated Event transaction, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices of the Common Stock on the ten (10) consecutive Trading Days up to but excluding the Effective Date. (c) The Stock Prices set forth in the first row of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes Debentures is adjusted pursuant to Section 13.05. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable per $1,000 principal amount of NotesDebentures: March 27August 15, 2006 5.5229 4.1369 2.9942 2.1612 1.5571 1.1150 0.7966 0.5633 0.3934 0.0343 August 15, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 15.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 15, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 15.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 0.0000 August 15, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 15.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 0.0000 August 15, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 15.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 0.0000 0.0000 0.0000 August 18, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 0.0000 April 5, 2012 8.5164 2.8724 0.0000 0.0000 5.5229 2.6506 0.0865 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 60.00 per share of Common Stock (the “Make Whole Cap”), ) no Additional additional Designated Event Shares will be issued upon exchange; and (iii) if the Stock Price is less than $19.57 27.62 per share of Common Stock (the “Make Whole Floor”), ) no Additional additional Designated Event Shares will be issued upon exchange. (g) . The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes Debentures is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (h) Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock issuable upon exchange exceed 51.0986 shares per $1,000 principal amount, subject to adjustment as provided for in Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs on or prior to April 5January 21, 20122015, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after including the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the holders of Common Stock receive only cash in the relevant Designated Event transaction, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices of the Common Stock on the ten (10) consecutive Trading Days up to but excluding the Effective Date. (c) The Stock Prices set forth in the first row column of the table below (i.e., the row titles) shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. Notwithstanding the foregoing, in the event of an adjustment to the Exchange Rate pursuant to this Section 13.10, in no event will the total number of shares issuable upon exchange in connection with such Designated Event exceed 66.0938 per $1,000 principal amount of Notes, subject to adjustment in the same manner and for the same events as set forth in Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable per $1,000 principal amount of Notes: March 27, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 1, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 1, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 1, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 1, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 $15.13 11.0156 11.0156 11.0156 11.0156 11.0156 11.0156 $16.00 9.2929 9.8827 10.2765 10.1981 9.1303 7.4217 $17.00 7.6787 8.0794 8.2729 7.9870 6.7056 3.7453 $18.00 6.3715 6.6246 6.6655 6.2371 4.8548 0.4773 $19.00 5.3070 5.4460 5.3739 4.8578 3.4686 0.0000 April 5, 2012 8.5164 2.8724 $20.00 4.4360 4.4881 4.3367 3.7735 2.4476 0.0000 $22.50 2.8731 2.7922 2.5401 1.9830 0.9713 0.0000 $25.00 1.8899 1.7535 1.4856 1.0196 0.3534 0.0000 $27.50 1.2549 1.1045 0.8603 0.5046 0.1079 0.0000 $30.00 0.8362 0.6916 0.4858 0.2313 0.0165 0.0000 $35.00 0.3620 0.2517 0.1259 0.0191 0.0000 0.0000 $40.00 0.1364 0.0660 0.0092 0.0000 0.0000 0.0000 $45.00 0.0283 0.0045 0.0000 0.0000 0.0000 0.0000 $50.00 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 50.00 per share of Common Stock (the “Make Whole Cap”), ) no Additional additional Designated Event Shares will be issued upon exchange; and (iii) if the Stock Price is less than $19.57 15.13 per share of Common Stock (the “Make Whole Floor”), ) no Additional additional Designated Event Shares will be issued upon exchange. (g) . The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (h) Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock issuable upon exchange exceed 51.0986 shares per $1,000 principal amount, subject to adjustment as provided for in Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following in connection with the occurrence of a transaction described in clause (1) or clause (2) of the definition of Designated Event that occurs prior to April 5, 2012Event, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the relevant Designated Event (in the case of a Designated Event described in the clause (1) of the definition thereof in which holders of the Common Stock receive only cash cash), or in the relevant case of any other Designated Event transactiondescribed in clause (1) or clause (2) of the definition thereof, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices Per share of the Common Stock over the ten Trading Day period ending on the ten (10) consecutive Trading Days up to but excluding Day preceding the Effective DateDate of such other Designated Event (the “Stock Price”). (c) The Stock Prices set forth in the first row of the table in paragraph (e) below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable to be added to the Applicable Exchange Rate per $1,000 principal amount of Notes: March 2729, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 7.2213 5.5319 3.9362 2.8242 2.0445 1.4943 1.1029 0.8223 0.4708 0.2800 0.1723 0.1091 April 1, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 7.2213 5.5268 3.8362 2.6737 1.8735 1.3210 0.9382 0.6715 0.3525 0.2518 0.1912 0.1068 0.0610 April 1, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 7.2213 5.4180 3.6282 2.4237 1.6177 1.0806 0.7235 0.4860 0.2218 0.1030 0.0484 0.0226 April 1, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 7.2213 5.1443 3.2411 2.0089 1.2278 0.7412 0.4427 0.2617 0.0879 0.0269 0.0059 0.0000 April 1, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 7.2213 4.6006 2.5215 1.2955 0.6237 0.2791 0.1140 0.0404 0.0000 0.0000 0.0000 0.0000 April 51, 2012 8.5164 2.8724 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 60.00 per share of Common Stock (the “Make Whole Cap”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $19.57 23.08 per share of Common Stock (the “Make Whole Floor”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchange. (g) added to the Applicable Exchange Rate. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (hg) Notwithstanding anything in this Section 13.10 to the foregoingcontrary, in no event shall will the total number of shares of Common Stock issuable deliverable upon exchange of the Notes exceed 51.0986 shares 43.3275 per $1,000 principal amountamount of Notes, subject to adjustment in the same manner as provided for in the Exchange Rate pursuant to Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereofhereof and to the Issuer’s rights with respect to a Public Acquirer Change in Control pursuant to Section 15.12, if a Noteholder elects to exchange its Notes following in connection with the occurrence occurrence, prior to March 30, 2012, of a transaction described in clause (1) or clause (2) of the definition of Designated Event that occurs prior to April 5, 2012Event, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of additional shares of Common Stock (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in such transaction. If the relevant Designated Event (in the case of a Designated Event described in the clause (1) of the definition thereof in which holders of the Common Stock receive only cash cash), or in the relevant case of any other Designated Event transactiondescribed in clause (1) or clause (2) of the definition thereof, the Stock Price will equal the cash amount paid per share of Common Stock. In all other cases, the Stock Price will equal the average of the Closing Sale Prices of the Common Stock over the ten Trading Day period ending on the ten (10) consecutive Trading Days up to but excluding Day preceding the Effective DateDate of such other Designated Event (the “Stock Price”). (c) The Stock Prices set forth in the first row of the table (i.e., the column headers) below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.0515.05. (e) The following table sets forth the Stock Price and number of Additional Designated Event Shares issuable to be added to the Applicable Exchange Rate per $1,000 principal amount of Notes: March 2720, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 11.4426 1.1434 0.9355 0.7684 0.6342 0.5259 0.4380 0.2831 0.1882 0.1288 0.0911 March 30, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 11.4426 1.1273 0.9087 0.7340 0.5959 0.4852 0.3963 0.2425 0.1530 0.0994 0.0668 March 30, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 11.4426 1.0975 0.8668 0.6838 0.5410 0.4279 0.3390 0.1920 0.1114 0.0666 0.0414 March 30, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 11.4426 1.0492 0.7998 0.6066 0.4585 0.3457 0.2596 0.1269 0.0626 0.0318 0.0172 March 30, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 0.0000 April 51.4426 0.9651 0.6845 0.4738 0.3212 0.2128 0.1380 0.0429 0.0120 0.0032 0.0009 March 30, 2012 8.5164 2.8724 0.0000 0.0000 1.4426 0.8963 0.4797 0.1120 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Price and Effective Date are not set forth on the table above, then: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is equal to or in excess of $40.00 300.00 per share of Common Stock (the “Make Whole Cap”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $19.57 138.64 per share of Common Stock (the “Make Whole Floor”), ) (subject to adjustment as described below) no Additional additional Designated Event Shares will be issued upon exchange. (g) added to the Applicable Exchange Rate. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.0515.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (hg) Notwithstanding anything in this Section 15.11 to the foregoingcontrary, in no event shall will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 51.0986 shares 7.2129 per $1,000 principal amountamount of Notes, subject to adjustment in the same manner as provided for in the Exchange Rate pursuant to Section 13.0515.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Noteholder elects to exchange its Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to April 5, 2012Event, the Issuer will increase the Applicable Exchange Rate for the Notes so surrendered for exchange by a number of shares Shares of Common Stock Beneficial Interest (the “Additional Designated Event Shares”) as specified below; provided that the Additional Designated Event Shares will only be payable as set forth below. An exchange of Notes will be deemed for these purposes to be “in connection with with” such a Designated Event if the Exchange Notice is received by the Exchange Agent from and after the Effective Date of the Designated Event until the corresponding Designated Event Repurchase Date. (b) The number of Additional Designated Event Shares will be determined by reference to the table in paragraph (e) below and is based on the date on which the relevant Designated Event transaction becomes effective (the “Effective Date”) and the price (the “Stock Share Price”) paid per share Share of Common Stock Beneficial Interest in such transaction. If the holders of Common Stock Shares of Beneficial Interest receive only cash in the relevant Designated Event transaction, the Stock Share Price will equal the cash amount paid per share Share of Common StockBeneficial Interest. In all other cases, the Stock Share Price will equal the average of the Closing Sale Prices of the Common Stock Shares of Beneficial Interest on the ten (10) consecutive Trading Days up to but excluding the Effective Date. (c) The Stock Share Prices set forth in the first row of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Stock Share Prices will equal the Stock Share Prices applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Share Price adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (d) The number of Additional Designated Event Shares set forth in the table below will be adjusted in the same manner and for the same events as the Exchange Rate is adjusted pursuant to Section 13.05. (e) The following table sets forth the Stock Share Price and number of Additional Designated Event Shares issuable per $1,000 principal amount of Notes: March 27, 2007 8.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 1, 2008 8.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 1, 2009 8.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 1, 2010 8.5164 5.1130 3.2495 2.0307 1.2494 0.7570 0.4515 0.2650 0.1519 0.0834 0.0435 April 1, 2011 8.5164 4.4077 2.4489 1.2850 0.6375 0.2981 0.1290 0.0476 0.0164 0.0037 5/8/07 3.6605 3.1392 2.5846 1.7579 1.2018 0.5735 0.2820 0.1422 0.0711 0.0366 0.0204 6/1/08 3.6605 3.1605 2.5727 1.7017 1.1243 0.4932 0.2178 0.0955 0.0387 0.0174 0.0083 6/1/09 3.6605 3.1394 2.5136 1.5959 1.0027 0.3858 0.1420 0.0472 0.0146 0.0045 0.0009 6/1/10 3.6605 3.0507 2.3811 1.4150 0.8153 0.2464 0.0609 0.0103 0.0010 0.0000 April 5, 2012 8.5164 2.8724 0.0000 6/1/11 3.6605 2.8638 2.1208 1.0895 0.5107 0.0768 0.0035 0.0000 0.0000 0.0000 0.0000 6/1/12 3.6605 2.7497 1.6970 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (f) If the exact Stock Share Price and Effective Date are not set forth on the table above, then: (i) if the Stock Share Price is between two Stock Share Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Designated Event Shares will be determined by a straight-line interpolation between the number of Additional Designated Event Shares set forth for the higher and lower Stock Share Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Share Price is equal to or in excess of $40.00 120.00 per share Share of Common Stock Beneficial Interest (the “Make Whole Cap”), no Additional Designated Event Shares will be issued upon exchange; and (iii) if the Stock Share Price is less than $19.57 45.53 per share Share of Common Stock Beneficial Interest (the “Make Whole Floor”), no Additional Designated Event Shares will be issued upon exchange. (g) The Make Whole Cap and Make Whole Floor shall be adjusted as of any date the Exchange Rate of the Notes is adjusted pursuant to Section 13.05. The adjusted Make Whole Cap or Make Whole Floor, as the case may be, shall equal the Make Whole Cap or Make Whole Floor, as the case may be, applicable immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the adjustment and (ii) the denominator of which is the Exchange Rate as so adjusted. (h) Notwithstanding the foregoing, in no event shall the total number of shares Shares of Common Stock Beneficial Interest issuable upon exchange exceed 51.0986 21.9635 shares per $1,000 principal amount, subject to adjustment as provided for in Section 13.05.