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 Debentureholder elects to exchange its Debentures following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to August 18, 2011, the Issuer will increase the Applicable Exchange Rate for the Debentures so surrendered for exchange (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 Debentures 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 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 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 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 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 Debentures: August 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 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 15, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 0.0000 August 15, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 0.0000 August 15, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 0.0000 0.0000 0.0000 August 18, 2011 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 in excess of $60.00 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 $27.62 per share of Common Stock (the “Make Whole Floor”) no additional Designated Event Shares will be issued upon exchange. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the 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.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Debentureholder Noteholder elects to exchange its Debentures following Notes 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 August 18, 2011the proviso immediately following clause (5) thereof, the Issuer will increase the Applicable Exchange Rate for the Debentures 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 Debentures 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 including 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 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 Debentures 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 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 DebenturesNotes: August October 12, 2010 3.4960 3.2488 2.4637 1.9386 1.5843 1.3440 1.1819 1.0700 0.9888 0.9206 0.8623 0.6880 October 15, 2006 5.5229 4.1369 2.9942 2.1612 1.5571 1.1150 0.7966 0.5633 0.3934 0.0343 August 2011 3.4960 3.2170 2.3936 1.8400 1.4765 1.2294 1.0627 0.9537 0.8785 0.8171 0.7644 0.6094 October 15, 2007 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 2012 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, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 0.0000 August 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, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 0.0000 August 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, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 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 August 18, 2011 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 in excess of $60.00 200.00 per share of Common Stock (the “Make Whole Cap”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $27.62 66.01 per share of Common Stock (the “Make Whole Floor”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded 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 Debentures 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. (g) Notwithstanding anything in this Section 15.11 to the contrary, in no event will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 15.1492 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 15.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Debentureholder Noteholder elects to exchange its Debentures Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs on or prior to August 18October 6, 2011, the Issuer will increase the Applicable Exchange Rate for the Debentures Notes so surrendered for exchange (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 Debentures 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 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 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 Debentures 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 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 13.11, 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 DebenturesNotes: August 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 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 15, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 $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 August 15, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 $42.50 1.1475 1.0459 0.8879 0.6522 0.2831 0.0000 August 15, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 $45.00 0.7316 0.6474 0.5186 0.3360 0.0821 0.0000 $47.50 0.4266 0.3625 0.2650 0.1361 0.0000 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 August 18, 2011 5.5229 2.6506 0.0865 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 $60.00 55.00 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 $27.62 31.49 per share of Common Stock (the “Make Whole Floor”) no additional Designated Event Shares will be issued upon exchange. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Debentures 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.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Debentureholder Noteholder elects to exchange its Debentures following Notes 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 August 18, 2011Event, the Issuer will increase the Applicable Exchange Rate for the Debentures Notes so surrendered for exchange (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 Debentures 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 including 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 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 Debentures 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 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 DebenturesNotes: August 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 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 15Stock 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 26, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 12.1335 12.0647 8.0828 5.1981 3.2368 1.9288 1.0778 0.5422 0.2221 0.0525 0.0000 August 15April 2, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 12.1335 11.6312 7.4580 4.6248 2.7453 1.5309 0.7722 0.3224 0.0854 0.0012 0.0000 August 15April 2, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 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 August 18April 2, 2011 5.5229 2.6506 0.0865 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, 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 $60.00 20.00 per share of Common Stock (the “Make Whole Cap”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $27.62 10.75 per share of Common Stock (the “Make Whole Floor”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded 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 Debentures 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. (g) Notwithstanding anything in this Section 13.11 to the contrary, in no event will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 93.0233 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Debentureholder elects to exchange its Debentures following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to August April 18, 20112014, the Issuer will increase the Applicable Exchange Rate for the Debentures so surrendered for exchange (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 Debentures 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 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 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 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 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 Debentures: August 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 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 15, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 0.0000 August 15April 20, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 0.0000 August 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 15, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 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 15, 2011 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 15, 2012 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 August 18, 2011 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 in excess of $60.00 140.00 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 $27.62 35.83 per share of Common Stock (the “Make Whole Floor”) no additional Designated Event Shares will be issued upon exchange. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the 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. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon exchange of the Debentures pursuant to this Section 13.10 exceed 27.9096 per $1,000 principal amount of Debentures, subject to adjustment in the same manner and for the same events as 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 Debentureholder Noteholder elects to exchange its Debentures Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to August 18, 2011Event, the Issuer will increase the Applicable Exchange Rate for the Debentures Notes so surrendered for exchange by a number of Shares of 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 Debentures 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 including 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 Debentures 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 DebenturesNotes: August 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 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 15, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 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 August 15, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 0.0000 August 15, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 6/1/11 3.6605 2.8638 2.1208 1.0895 0.5107 0.0768 0.0035 0.0000 0.0000 0.0000 August 18, 2011 5.5229 2.6506 0.0865 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 $60.00 120.00 per share Share of Common Stock Beneficial Interest (the “Make Whole Cap”) ), no additional Additional Designated Event Shares will be issued upon exchange; and (iii) if the Stock Share Price is less than $27.62 45.53 per share Share of Common Stock Beneficial Interest (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 Debentures 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 Beneficial Interest issuable upon exchange exceed 21.9635 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 Debentureholder Noteholder elects to exchange its Debentures following Notes 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 August 18, 2011Event, the Issuer will increase the Applicable Exchange Rate for the Debentures Notes so surrendered for exchange (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 Debentures 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 including 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 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 Debentures 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 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 DebenturesNotes: August 15Effective 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 5.5229 4.1369 2.9942 2.1612 1.5571 1.1150 0.7966 0.5633 0.3934 0.0343 August 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 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 13.5752 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 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 13.5752 12.4336 9.1551 6.6260 4.6992 3.2516 2.1788 1.3986 0.8406 0.4498 0.1829 0.0078 0.0000 August November 15, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 13.5752 11.9020 8.4830 5.8885 3.9671 2.5761 1.5936 0.9190 0.4699 0.1810 0.0034 0.0000 August 0.0000 November 15, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 13.5752 11.1767 7.4231 4.6514 2.7207 1.4597 0.6892 0.2499 0.0213 0.0000 0.0000 0.0000 August 180.0000 November 15, 2011 5.5229 2.6506 0.0865 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 $60.00 25.00 per share of Common Stock (the “Make Whole Cap”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $27.62 13.53 per share of Common Stock (the “Make Whole Floor”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded 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 Debentures 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. (g) Notwithstanding anything in this Section 13.11 to the contrary, in no event will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 73.9098 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Debentureholder Noteholder elects to exchange its Debentures Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to August 18April 5, 20112012, the Issuer will increase the Applicable Exchange Rate for the Debentures 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 Debentures 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 including 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 Debentures 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 DebenturesNotes: August 15, 2006 5.5229 4.1369 2.9942 2.1612 1.5571 1.1150 0.7966 0.5633 0.3934 0.0343 August 15March 27, 2007 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 158.5164 5.6398 4.0448 2.9198 2.1218 1.5528 1.1440 0.8481 0.6332 0.4754 0.3578 April 1, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 0.0000 August 158.5164 5.6060 3.9226 2.7514 1.9362 1.3669 0.9685 0.6891 0.4920 0.3525 0.2518 April 1, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 0.0000 August 158.5164 5.4575 3.6849 2.4781 1.6615 1.1113 0.7413 0.4942 0.3285 0.2176 0.1411 April 1, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 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 August 18, 2011 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 $60.00 40.00 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 $27.62 19.57 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 Debentures 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 Debentureholder Noteholder elects to exchange its Debentures following Notes 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 August 18, 2011Event, the Issuer will increase the Applicable Exchange Rate for the Debentures Notes so surrendered for exchange (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 Debentures 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 including 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 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 Debentures 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 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 DebenturesNotes: August 15, 2006 5.5229 4.1369 2.9942 2.1612 1.5571 1.1150 0.7966 0.5633 0.3934 0.0343 August 15March 29, 2007 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 157.2213 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 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 0.0000 August 157.2213 5.5268 3.8362 2.6737 1.8735 1.3210 0.9382 0.6715 0.3525 0.1912 0.1068 0.0610 April 1, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 0.0000 August 157.2213 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 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 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 7.2213 4.6006 2.5215 1.2955 0.6237 0.2791 0.1140 0.0404 0.0000 0.0000 0.0000 August 180.0000 April 1, 2011 5.5229 2.6506 0.0865 2012 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 $60.00 per share of Common Stock (the “Make Whole Cap”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $27.62 23.08 per share of Common Stock (the “Make Whole Floor”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded 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 Debentures 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. (g) Notwithstanding anything in this Section 13.10 to the contrary, in no event will the total number of shares of Common Stock deliverable upon exchange of the Notes exceed 43.3275 per $1,000 principal amount of Notes, subject to adjustment in the same manner as 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 Debentureholder Noteholder elects to exchange its Debentures following Notes 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 August 18, 2011Event, the Issuer will increase the Applicable Exchange Rate for the Debentures 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 Debentures 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 including 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 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 Debentures 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 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 DebenturesNotes: August 15, 2006 5.5229 4.1369 2.9942 2.1612 1.5571 1.1150 0.7966 0.5633 0.3934 0.0343 August 15March 20, 2007 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 151.4426 1.1434 0.9355 0.7684 0.6342 0.5259 0.4380 0.2831 0.1882 0.1288 0.0911 March 30, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 0.0000 August 151.4426 1.1273 0.9087 0.7340 0.5959 0.4852 0.3963 0.2425 0.1530 0.0994 0.0668 March 30, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 0.0000 August 151.4426 1.0975 0.8668 0.6838 0.5410 0.4279 0.3390 0.1920 0.1114 0.0666 0.0414 March 30, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 0.0000 0.0000 0.0000 August 181.4426 1.0492 0.7998 0.6066 0.4585 0.3457 0.2596 0.1269 0.0626 0.0318 0.0172 March 30, 2011 5.5229 2.6506 0.0865 1.4426 0.9651 0.6845 0.4738 0.3212 0.2128 0.1380 0.0429 0.0120 0.0032 0.0009 March 30, 2012 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 in excess of $60.00 300.00 per share of Common Stock (the “Make Whole Cap”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $27.62 138.64 per share of Common Stock (the “Make Whole Floor”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded 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 Debentures 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. (g) Notwithstanding anything in this Section 15.11 to the contrary, in no event will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 7.2129 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 15.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Debentureholder Noteholder elects to exchange its Debentures Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs prior to August 18, 2011Event, the Issuer will increase the Applicable Exchange Rate for the Debentures Notes so surrendered for exchange (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 Debentures 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 including 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 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 Debentures 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 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 DebenturesNotes: August 15, September 25 2006 5.5229 4.1369 2.9942 2.1612 1.5571 1.1150 0.7966 0.5633 0.3934 0.0343 August 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 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 3.9271 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 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 3.9271 2.5528 1.9354 1.4414 1.0504 0.7441 0.5071 0.3264 0.1909 0.0912 0.0207 0.0000 August 0.0000 September 15, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 3.9271 2.3329 1.7067 1.2174 0.8412 0.5574 0.3474 0.1953 0.0882 0.0163 0.0000 August 0.0000 0.0000 September 15, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 3.9271 1.9816 1.3266 0.8421 0.4982 0.2641 0.1119 0.0218 0.0000 0.0000 0.0000 August 180.0000 0.0000 September 15, 2011 5.5229 2.6506 0.0865 3.9271 1.4132 0.3608 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 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 $60.00 75.00 per share of Common Stock (the “Make Whole Cap”) (subject to adjustment) no additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $27.62 42.44 per share of Common Stock (the “Make Whole Floor”) (subject to adjustment) no additional Designated Event Shares will be issued upon exchangeadded 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 Debentures 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. (g) Notwithstanding anything in this Section 13.11 to the contrary, in no event will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 23.5627 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 13.05.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Debentureholder Noteholder elects to exchange its Debentures Notes following the occurrence of a transaction described in clause (1) of the definition of Designated Event that occurs on or prior to August 18January 21, 20112015, the Issuer will increase the Applicable Exchange Rate for the Debentures Notes so surrendered for exchange (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 Debentures 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 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 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 Debentures 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 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 DebenturesNotes: August 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 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 15, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 $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 August 15, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 $20.00 4.4360 4.4881 4.3367 3.7735 2.4476 0.0000 August 15, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 $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 August 18, 2011 5.5229 2.6506 0.0865 $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 $60.00 50.00 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 $27.62 15.13 per share of Common Stock (the “Make Whole Floor”) no additional Designated Event Shares will be issued upon exchange. The Make Whole Cap and Make Whole Floor shall be adjusted as of any date on which the Exchange Rate of the Debentures 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.

Exchange Rate Adjustment After Certain Designated Events. (a) Subject to the provisions hereof, if a Debentureholder Noteholder elects to exchange its Debentures following Notes 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 August 18, 2011Event, the Issuer will increase the Applicable Exchange Rate for the Debentures 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 Debentures 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 including 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 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 Debentures 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 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 DebenturesNotes: August 15Effective Date $40.79 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 November 16, 2006 5.5229 4.1369 2.9942 2.1612 1.5571 1.1150 0.7966 0.5633 0.3934 0.0343 August 154.0860 2.3674 1.3406 0.7327 0.3888 0.2069 0.1225 0.0904 0.0790 0.0730 December 1, 2007 5.5229 4.1285 2.9260 2.0615 1.4402 0.9975 0.6821 0.4597 0.3016 0.0027 August 154.0860 2.4035 1.3237 0.6994 0.3589 0.1880 0.1149 0.0902 0.0813 0.0757 December 1, 2008 5.5229 4.0547 2.7854 1.8878 1.2599 0.8261 0.5269 0.3239 0.1871 0.0000 August 154.0860 2.3495 1.2342 0.6162 0.3005 0.1570 0.1043 0.0882 0.0811 0.0757 December 1, 2009 5.5229 3.8686 2.5211 1.5968 0.9778 0.5737 0.3155 0.1548 0.0584 0.0000 August 154.0860 2.2453 1.0875 0.4932 0.2255 0.1256 0.0968 0.0873 0.0811 0.0757 December 1, 2010 5.5229 3.4445 1.9769 1.0465 0.4962 0.1929 0.0434 0.0000 0.0000 0.0000 August 184.0860 2.0558 0.8284 0.3079 0.1428 0.1048 0.0942 0.0871 0.0811 0.0757 December 1, 2011 5.5229 2.6506 0.0865 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 in excess of $60.00 85.00 per share of Common Stock (the “Make Whole Cap”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded to the Applicable Exchange Rate; and (iii) if the Stock Price is less than $27.62 40.79 per share of Common Stock (the “Make Whole Floor”) (subject to adjustment as described below) no additional Designated Event Shares will be issued upon exchangeadded 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 Debentures 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. (g) Notwithstanding anything in this Section 13.11 to the contrary, in no event will the total number of shares of Common Stock issuable upon exchange of the Notes exceed 24.5158 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 13.05.