Common use of Payment of Cash in Lieu of Common Stock Clause in Contracts

Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Debenture into shares of Common Stock as set forth in Section 12.1 and delivers an irrevocable conversion notice, together, if the Debentures are in certificated form, with the certificated Debenture, as set forth in Section 12.2, the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion Date, the Company will notify such Holder through the Conversion Agent of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) (such amount of cash, the “Cash Amount”) unless the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as follows: (a) If the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate principal amount of Debentures to be converted, divided by (y) the then applicable Conversion Price; and (2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period; and (b) if the Company elects to satisfy a fixed amount (but not all) of the Conversion Obligation in cash, the Company will deliver to such Holder, per $1,000 principal amount of Debentures converted: (1) the Cash Amount; and (2) a number of shares of Common Stock equal to the sum, for each Trading Day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product of the Sale Price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in the Cash Settlement Averaging Period; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 12.2.

Payment of Cash in Lieu of Common Stock. (a) If a the Holder elects to convert all or any portion of a this Debenture into shares of Common Stock as set forth in Section 12.1 4.1 and delivers an irrevocable conversion notice, together, if the Debentures are in certificated form, with Company receives such Holder’s Notice of Conversion on or prior to the certificated Debenture, as set forth in Section 12.2seventh day prior to the Stated Maturity (the “Final Notice Date”), the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such the Holder through the Conversion Agent of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is three (3) Business Days following the Company’s receipt of the Notice of Conversion as specified in Section 4.1 (such amount of cashperiod, the “Cash AmountSettlement Notice Period”) unless ). If the Company has previously informed Holders elects to pay cash for any portion of the shares of Common Stock otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two (2) Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the “Conversion Retraction Period”); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). In no event shall the Company have the option to elect to satisfy all or any portion of its election Conversion Obligation in connection with an optional redemption cash pursuant to this Section 4.10 if the Company receives a Notice of Debentures Conversion after the Final Notice Date. If the Company receives a Notice of Conversion after the Final Notice Date, the Company shall be required to satisfy the Conversion Obligation in accordance with the terms of Section 10.4 of this Indenture. Settlement amounts will be computed as follows:4.1. (ab) If the Company elects to satisfy the entire Conversion Obligation in cashcash pursuant to clause (a) above, the Company will deliver shall distribute to such the Holder cash in an amount of cash equal to the product of: of (1i) a number equal to the quotient obtained by dividing (x) the aggregate principal amount of Debentures this Debenture to be converted, divided converted by (y) the then applicable Conversion Price; and , and (2ii) the average of the Last Reported Sale Price of the Common Stock during for each Trading Day in the Cash Settlement Averaging Period; and. (bc) if If the Company elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cashcash pursuant to clause (a) above, the Company will deliver shall distribute to such Holder, per $1,000 principal the Holder (i) an amount of Debentures converted: cash equal to the amount of the Conversion Obligation for which the Company has elected to satisfy in cash (the “Cash Amount”) and (ii) a number of shares of Common Stock equal to the greater of (1) the Cash Amount; and zero and (2) a the excess, if any, of the total number of shares of Common Stock the Holder would have been entitled to receive upon conversion calculated pursuant to clause (i) of Section 4.1 over the number of shares of Common Stock equal to the sum, for each Trading Day day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product 10% of the Cash Amount, divided by (y) the Last Reported Sale Price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in the Cash Settlement Averaging Period; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 12.2day.

Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Debenture Security into shares of Common Stock as set forth in Section 12.1 11.01 and delivers an irrevocable conversion noticethe Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Stated Maturity, togetheror with respect to Securities called for redemption pursuant to Section 10.01, if the Debentures are in certificated form, with applicable Redemption Date (the certificated Debenture, as set forth in Section 12.2"Final Notice Date"), the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of the Notice of Conversion (such amount period, the "Cash Settlement Notice Period"). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "Conversion Retraction Period"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash, the “Cash Amount”) unless Common Stock or a combination thereof, as selected by the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as followsset forth below: (ai) If if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to (1) the aggregate Original Principal Amount of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate, plus cash for any fractional shares pursuant to Section 11.04; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder Conversion Settlement Distribution shall be cash in an amount equal to the product of: (1A) a number equal to the product of (x) the aggregate principal amount Original Principal Amount of Debentures Securities to be converted, converted divided by 1,000 multiplied by (y) the then applicable Conversion PriceRate, and (B) the average of the Last Reported Sale Prices of the Common Stock for the 10 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"); and (2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period; and (biii) if the Company elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cash, the Company will deliver to Conversion Settlement Distribution shall consist of such Holder, per $1,000 principal cash amount of Debentures converted: (1) the "Cash Amount; and (2") and a number of shares equal to the greater of Common Stock (1) zero and (2) the excess, if any, of the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each Trading Day day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product 10% of the Cash Amount, divided by (y) the Last Reported Sale Price of the Common Stock on such Trading Day multiplied by day, plus cash for any fractional shares pursuant to Section 11.04. (b) At any time on or before any Final Notice Date, the Company will notify the Trustee whether it intends to satisfy all or any portion of the Conversion Rate minus Obligation with respect to conversions of Securities for which the Company receives a Notice of Conversion after such Final Notice Date and the dollar amount to be satisfied in cash (ywhich must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (a) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in above except that the Cash Settlement Averaging Period; provided, however, Period shall be the 10 Trading Days beginning on the first Trading Day following the Company's receipt of the Notice of Conversion or in the event that the Company will pay cash in lieu receives a Notice of fractional shares of Common Stock in accordance with Section 12.252 Conversion on the Business Day prior to the Stated Maturity, the 10 Trading Days beginning on the first Trading Day after the Stated Maturity.

Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Debenture into shares of Common Stock as set forth in Section 12.1 5.01 and delivers an irrevocable conversion noticethe Issuer receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Stated Maturity, together, if the or with respect to Debentures are in certificated form, with the certificated Debenture, as set forth in called for redemption pursuant to Section 12.25.01, the Company day that is 20 days prior to the applicable Redemption Date (the "FINAL NOTICE DATE"), the Issuer may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion DateUpon such election, the Company Issuer will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Issuer's receipt of the Notice of Conversion (such amount period, the "CASH SETTLEMENT NOTICE PERIOD"). If the Issuer elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Issuer does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). With respect to any Notice of Conversion received by the Issuer prior to the Final Notice Date, the "CONVERSION SETTLEMENT DISTRIBUTION" for any Debenture subject to such Notice of Conversion shall consist of cash, Common Stock or a combination thereof, as selected by the “Cash Amount”) unless the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed Issuer as followsset forth below: (ai) If if the Company Issuer elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to (1) the aggregate principal amount of the Debentures to be converted divided by 1,000, multiplied by (2) the Conversion Rate, plus cash for any fractional shares pursuant to Section 5.04; provided that, if, on the date a Holder submits its Notice of Conversion with respect to Restricted Securities (as defined in the Registration Rights Agreement) at a time when there exists a Registration Default (as defined in the Registration Rights Agreement), for purposes of this Section 5.03(a)(i) and Section 5.03(a)(iii) the Conversion Rate shall be multiplied by 1.03; (ii) if the Issuer elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder Conversion Settlement Distribution shall be cash in an amount equal to the product of: (1A) a number equal to the product of (x) the aggregate principal amount of Debentures to be converted, converted divided by 1,000 multiplied by (y) the then applicable Conversion PriceRate, and (B) the average of the Last Reported Sale Prices of the Common Stock for the 10 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"); and (2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period; and (biii) if the Company Issuer elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cash, the Company will deliver Conversion Settlement Distribution shall consist of such cash amount ("CASH AMOUNT") and a number of shares equal to such Holderthe excess, per $1,000 principal amount if any, of Debentures converted: the number of shares of Common Stock calculated as set forth in clause (1i) above, minus the Cash Amount; and (2) a number of shares of Common Stock equal to the sum, Cash Amount divided by the average of the Last Reported Sales Prices of the Common Stock for each Trading Day of the Cash Settlement Averaging PeriodPeriod (plus cash for any fractional shares pursuant to Section 5.04); provided, of however, the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction:shall not be less than zero. (Ab) At any time on or before any Final Notice Date, the numerator of which equals Issuer will notify the (x) the product Trustee whether it intends to satisfy all or any portion of the Sale Price Conversion Obligation in cash with respect to conversions of Debentures for which the Common Stock on Issuer receives a Notice of Conversion after such Trading Day multiplied by Final Notice Date and the dollar amount to be satisfied in cash (which must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Rate minus Settlement Distribution will be computed in the same manner as set forth in clause (ya) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in above except that the Cash Settlement Averaging Period; provided, however, Period shall be the 10 Trading Days beginning on the first Trading Day following the Issuer's receipt of the Notice of Conversion or in the event that the Company will pay Issuer receives a Notice of Conversion on the Business Day prior to the Stated Maturity, the 10 Trading Days beginning on the first Trading Day after the Stated Maturity. (c) Notwithstanding anything to the contrary in this Fourth Supplemental Indenture, at any time prior to Stated Maturity, the Issuer may irrevocably elect, in its sole discretion without the consent of the Holders of the Debentures, by written notice to the Trustee and the holders of the Debentures to satisfy a portion of the Conversion Obligation for all Debentures for conversion after the date of such election by paying in cash 100% of the principal amount of the Debentures so converted. After making such an election, the Issuer may satisfy the remainder of the Conversion Obligation to the extent it exceeds the principal amount in lieu of fractional shares of cash or Common Stock or a combination of cash and Common Stock as set forth above. If the Issuer chooses to satisfy all or a portion of the remainder of the Conversion Obligation in accordance with Section 12.2cash, the Issuer will provide notice of such election in the same manner as set forth above under either clause (a) or (b), whichever is applicable. If the Issuer chooses to satisfy all of the remainder of the Conversion Obligation in Common Stock, notice of the election to deliver cash for the principal amount will be deemed to have been provided on the last date of the Cash Settlement Notice Period and the notice of conversion will not be retractable. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth above under clause (a) or (b), as applicable.

Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Debenture into shares of Common Stock as set forth in Section 12.1 and delivers an irrevocable conversion notice, together, if the Debentures are in certificated form, with the certificated Debenture, as set forth in Section 12.2, the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate of the Company to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion Date, the Company will notify such Holder through the Conversion Agent of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) (such amount of cash, the “Cash Amount”) unless the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as follows: (a) If the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate principal amount of Debentures to be converted, divided by (y) the then applicable Conversion Price; and (2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period; and (b) if the Company elects to satisfy a fixed amount (but not all) of the Conversion Obligation in cash, the Company will deliver to such Holder, per $1,000 principal amount of Debentures converted: (1) the Cash Amount; and (2) a number of shares of Common Stock equal to the sum, for each Trading Day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product of the Sale Price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in the Cash Settlement Averaging Period; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 12.2.

Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Debenture Security of a series into shares of Common Stock as set forth in Section 12.1 11.01 and delivers an irrevocable conversion noticethe Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Stated Maturity, togetheror with respect to Securities called for redemption pursuant to Section 10.01, if the Debentures are in certificated form, with applicable Redemption Date (the certificated Debenture, as set forth in Section 12.2"FINAL NOTICE DATE"), the Company may choose to satisfy all or any portion of its the Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion Date, the Company will notify Cash by notifying such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of the Notice of Conversion (such amount of cashperiod, the “Cash Amount”) unless "CASH SETTLEMENT NOTICE PERIOD"). If the Company has previously informed Holders elects to pay Cash for any portion of its the shares otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If no such election in connection with an optional redemption is made, no such retraction can be made (and a Notice of Debentures in accordance with Section 10.4 Conversion shall be irrevocable). With respect to any Notice of this Indenture. Settlement amounts will be computed Conversion received by the Company prior to the Final Notice Date, the "CONVERSION SETTLEMENT DISTRIBUTION" for any Security subject to such Notice of Conversion shall consist of Cash, Common Stock or a combination thereof, as followsselected by the Company as set forth below: (ai) If if the Company elects to satisfy the entire Conversion Obligation in cashshares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to (1) the aggregate Original Principal Amount of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate, plus Cash for any fractional shares pursuant to Section 11.04; PROVIDED THAT, if on the date a Holder submits the Notice of Conversion with respect to Transfer Restricted Securities there exists a Registration Default affecting the Common Stock, for purposes of this Section 11.03(a)(i) and Section 11.03(a)(iii), the Conversion Rate shall be multiplied by 1.03; (ii) if the Company will deliver elects to such Holder cash satisfy the entire Conversion Obligation in Cash, the Conversion Settlement Distribution shall be Cash in an amount equal to the product of: (1A) a number equal to the product of (x) the aggregate principal amount Original Principal Amount of Debentures Securities to be converted, converted divided by 1,000 multiplied by (y) the then applicable Conversion PriceRate, and (B) the average of the Last Reported Sale Prices of the Common Stock for the 10 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"); and (2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period; and (biii) if the Company elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cashCash, the Company will deliver to Conversion Settlement Distribution shall consist of such Holder, per $1,000 principal cash amount of Debentures converted: (1"CASH AMOUNT") the Cash Amount; and (2) and a number of shares equal to the greater of Common Stock (1) zero and (2) the excess, if any, of the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each Trading Day day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product 10% of the Cash Amount, divided by (y) the Last Reported Sale Price of the Common Stock on such Trading Day multiplied by day, plus Cash for any fractional shares pursuant to Section 11.04. (b) At any time on or before any Final Notice Date, the Company will notify the Trustee in writing whether it intends to satisfy all or any portion of the Conversion Rate minus Obligation with respect to conversions of Securities for which the Company receives a Notice of Conversion after such Final Notice Date and the dollar amount to be satisfied in Cash (ywhich must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (a) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in above except that the Cash Settlement Averaging Period; providedPeriod shall be the 10 Trading Days beginning on the first Trading Day following the Company's receipt of the Notice of Conversion, however, or in the event that the Company will pay cash in lieu receives a Notice of fractional shares of Common Stock in accordance with Section 12.2Conversion on the Business Day prior to the Stated Maturity, the 10 Trading Days beginning on the first Trading Day after the Stated Maturity.

Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Debenture Security into shares of Common Stock as set forth in Section 12.1 10.01 and delivers an irrevocable conversion noticethe Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Stated Maturity, togetheror with respect to Securities called for redemption pursuant to Section 3.01, if the Debentures are in certificated form, with applicable Redemption Date (the certificated Debenture, as set forth in Section 12.2"FINAL NOTICE DATE"), the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of the Notice of Conversion as specified in Section 10.02 (such amount period, the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "CONVERSION SETTLEMENT DISTRIBUTION" for any Security subject to such Notice of Conversion shall consist of cash, the “Cash Amount”) unless Common Stock or a combination thereof, as selected by the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as followsset forth below: (ai) If if the Company elects to satisfy the entire Conversion Obligation in cashshares of Common Stock, the Company will deliver to such Holder cash in an Conversion Settlement Distribution shall be a number of shares, for each $1,000 original principal amount of Securities, equal to the product of: (1) then current Conversion Rate; provided that if on the date a number equal to (x) Holder submits the aggregate principal amount Notice of Debentures to be converted, divided by (y) the then applicable Conversion Price; and (2) the average Sale Price of such Holder holds Transfer Restricted Securities and there exists a Registration Default affecting the Common Stock during the Cash Settlement Averaging Period; and (b) if the Company elects to satisfy a fixed amount (but not all) of the Conversion Obligation in cash, the Company will deliver to such Holder, per $1,000 principal amount of Debentures converted: (1) the Cash Amount; and (2) a number of shares of Common Stock equal to the sumStock, for each Trading Day purposes of the Cash Settlement Averaging Periodthis Section 10.03(a)(i) and 10.03(a)(iii), of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product of the Sale Price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day shall be multiplied by the number of Trading Days in the Cash Settlement Averaging Period; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 12.21.

Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Debenture Security into shares of Common Stock as set forth in Section 12.1 13.01 and delivers an irrevocable conversion notice, together, if the Debentures are in certificated form, with Company receives such Holder's Conversion Notice on or prior to the certificated Debenture, as set forth in Section 12.2day that is 20 days prior to Maturity (the "Final Notice Date"), the Company may choose to satisfy all or any portion of its conversion obligation (the "Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation Obligation") in cash. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following receipt of written notice of conversion as specified in Section 13.02 (such amount of cashperiod, the “"Cash Amount”) unless Settlement Notice Period"). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (a "Conversion Retraction Period"); no such retraction can be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). If the conversion notice has previously informed Holders not been retracted, then settlement (in cash and/or shares) will occur on the Business Day following the final day of its election in connection with an optional redemption the 10 Trading Day period beginning on the day after the final day of Debentures in accordance with Section 10.4 of this Indenturethe Conversion Retraction Period (the "Cash Settlement Averaging Period"). Settlement amounts will be computed as follows: (ai) If if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Holder a number of shares equal to (1) the aggregate original principal amount at maturity of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate original principal amount at maturity of Debentures Securities to be convertedconverted divided by 1,000, divided multiplied by (y) the then applicable Conversion Price; Rate, and (2) the average Sale Closing Price of the Common Stock during the Cash Settlement Averaging Period; and (biii) if the Company elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder, per $1,000 principal Holder such cash amount of Debentures converted: (1) the "Cash Amount; and (2") and a number of shares equal to the greater of Common Stock (1) zero and (2) the excess, if any, of the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each Trading Day day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product 10% of the Sale Price Cash Amount, divided by (y) the closing price of the Common Stock on such Trading Day multiplied by day. Notwithstanding the Conversion Rate minus (yforegoing, a Security in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder's option to require the Company to repurchase such Security may be converted as described in this Section 13.11(a) only if such notice of exercise is withdrawn in accordance with the Cash Amount; andSection11.02 hereof. (Bb) the denominator If a Holder elects to convert all or any portion of which equals the product of the Sale Price a Security into shares of Common Stock as set forth in Section 13.01 and the Company receives such Holder'x Xxxversion Notice after the Final Notice Date, the Company may choose to satisfy all or any portion of the Conversion Obligation in cash. Upon such election, the Company will have notified the Holders through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% or as a fixed dollar amount) at any time on such Trading Day multiplied by or before the number of Trading Days Final Notice Date. Settlement amounts and settlement dates will be computed in the same manner as set forth in (a) above except that the "Cash Settlement Averaging Period; provided, however, that " shall be the 10 Trading Day period beginning on the day after receipt of the Conversion Notice (or in the event the Company receives the Conversion Notice on the Business Day prior to the Maturity, the 10 Trading Day period beginning on the day after the Maturity). Settlement (in cash and/or shares) will pay cash in lieu occur on the Business Day following the final day of fractional shares of Common Stock in accordance with Section 12.2such Cash Settlement Averaging Period.

Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Debenture Senior Note into shares of Common Stock as set forth in Section 12.1 5.01 and delivers an irrevocable conversion noticethe Company receives such Holder's Notice of Conversion on or prior to the day that is 10 days prior to the Stated Maturity, togetheror with respect to Senior Notes called for redemption pursuant to Article 3 hereof, if the Debentures are in certificated form, with applicable Redemption Date (the certificated Debenture, as set forth in Section 12.2"FINAL NOTICE DATE"), the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Conversion Agent's receipt of the Notice of Conversion (such amount period, the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any portion of the shares of Common Stock otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). If the Company elects to satisfy all or a portion of its Conversion Obligations in cash and the Notice of Conversion has not been retracted, then settlement (in cash or a combination of cash and shares) will occur on the third Business Day following the Cash Settlement Averaging Period. If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, then settlement will occur on the third Business Day following the Conversion Date. With respect to any Notice of Conversion received by the Company prior to the Final Notice Date and not retracted pursuant to this Section 5.03(a), the "CONVERSION SETTLEMENT DISTRIBUTION" for any Senior Note subject to such Notice of Conversion shall consist of cash, the “Cash Amount”) unless Common Stock or a combination thereof, as selected by the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as followsset forth below: (ai) If if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares of Common Stock for each $1,000 principal amount of the Senior Notes to be converted equal to the Conversation Rate, plus cash for any fractional shares pursuant to Section 5.04; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder Conversion Settlement Distribution shall be cash for each $1,000 principal amount of the Senior Notes in an amount equal to the product of: (1) a number equal to (xA) the aggregate principal amount of Debentures to be convertedapplicable Conversion Rate, divided by and (yB) the then applicable average of the Closing Prices of the Common Stock for the 10 Trading Days beginning on the Trading Day immediately following the final day of the Conversion PriceRetraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"); and (2iii) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of such cash amount ("CASH AMOUNT") and a number of shares, for each $1,000 principal amount of the Senior Notes, equal to the applicable Conversion Rate minus the number of shares of Common Stock equal to the Cash Amount divided by the average Sale Closing Price of the Common Stock during the Cash Settlement Averaging PeriodPeriod (plus cash for any fractional shares pursuant to Section 5.04); and (b) if the Company elects to satisfy a fixed amount (but not all) of the Conversion Obligation in cashprovided, however, the Company will deliver to such Holder, per $1,000 principal amount of Debentures converted: (1) the Cash Amount; and (2) a number of shares of Common Stock equal shall not be less than zero. (b) At any time on or before any Final Notice Date, the Company will notify the Trustee whether it intends to satisfy all or any portion of the sumConversion Obligation with respect to conversions of Senior Notes for which the Company receives a Notice of Conversion after such Final Notice Date and the dollar amount to be satisfied in cash (which must be expressed either as 100% or as a fixed dollar amount). In such case, for each Trading Day of the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (a) above except that the Cash Settlement Averaging Period, Period shall be the 10 Trading Days beginning on the Trading Day following the Company's receipt of the greater Notice of Conversion, and settlement (in cash or a combination of cash and shares) will occur on the third Business Day following the final day of such Cash Settlement Averaging Period (which date could be after Stated Maturity). (c) Notwithstanding anything to the contrary in the Indenture, at any time prior to Stated Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the Holders of the Senior Notes, by notice to the Trustee and the Holders of the Senior Notes, to satisfy a portion of the Conversion Obligation for all Senior Notes for conversion after the date of such election (the "ELECTION DATE") by paying in cash up to 100% of the principal amount of the Senior Notes so converted. After making such an election, the Company shall satisfy the remainder of the Conversion Obligation in Common Stock, to the extent the Conversion Obligation exceeds the principal amount. In the event that the Company receives a Notice of Conversion after the Election Date: the Notice of Conversion will not be retractable; the Cash Settlement Averaging Period shall be the 10 Trading Day period beginning on the day after the Company's receipt of the Notice of Conversion; and the Conversion Settlement Distribution for each $1,000 principal amount of the Senior Notes shall consist of (i) zero such cash amount ("ELECTION AMOUNT") equal to the applicable Conversion Rate multiplied by the average Closing Price of Common Stock during the Cash Settlement Averaging Period (provided, however, that the Election Amount will not be more than 100% of the principal amount of a Senior Note) and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals applicable Conversation Rate minus the (x) Election Amount divided by the product of the Sale average Closing Price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in during the Cash Settlement Averaging Period; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 12.2.

Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Debenture Security into shares of Common Stock as set forth in Section 12.1 10.01 and delivers an irrevocable conversion noticethe Company receives such Holder's Notice of Conversion on or prior to the day that is 45 calendar days prior to the Stated Maturity, togetheror with respect to Securities called for redemption pursuant to Section 3.01, if the Debentures are in certificated form, with applicable Redemption Date (the certificated Debenture, as set forth in Section 12.2"Final Notice Date"), the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of the Notice of Conversion as specified in Section 10.02 (such amount period, the "Cash Settlement Notice Period"). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "Conversion Retraction Period"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash, the “Cash Amount”) unless Common Stock or a combination thereof, as selected by the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as followsset forth below: (ai) If if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to (1) the aggregate principal amount of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate. (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder Conversion Settlement Distribution shall be cash in an amount equal to the product of: (1) a number equal to the product of (x) the aggregate principal amount of Debentures Securities to be converted, converted divided by 1,000 multiplied by (y) the then applicable Conversion Price; Rate, and (2) the average Closing Sale Price Prices of the Common Stock during the 20 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"); and (biii) if the Company elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cash, the Company will deliver to Conversion Settlement Distribution shall consist of such Holder, per $1,000 principal cash amount of Debentures converted: (1) the "Cash Amount; and (2") and a number of shares equal to the greater of Common Stock (1) zero and (2) the excess, if any, of the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each Trading Day day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product 5% of the Cash Amount, divided by (y) the Closing Sale Price of the Common Stock on such Trading Day multiplied by day. (b) At any time on or before any Final Notice Date, the Company may notify the Trustee if it intends to satisfy all or any portion of the Conversion Rate minus Obligation with respect to conversions of Securities for which the Company receives a Notice of Conversion after such Final Notice Date in cash and the dollar amount to be satisfied in cash (ywhich must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (a) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in above except that the Cash Settlement Averaging Period; providedPeriod shall be the 20 Trading Days beginning on the first Trading Day following the Company's receipt of the Notice of Conversion (or in the event that we receive a Notice of Conversion on the business day prior to the Stated Maturity, howeverthe 20 Trading Days beginning on the Trading Day after the Stated Maturity). (c) Notwithstanding anything to the contrary in this Indenture, that at any time prior to Stated Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the Holders, by notice to the Trustee and the Holders, to satisfy the Conversion Obligation in cash by paying 100% of the principal amount of the Securities converted after the date of such election. After making such election, the Company shall satisfy the remainder of the Conversion Obligation to the extent it exceeds the principal amount in Common Stock. Settlement amounts shall be computed and settlement dates shall be determined in the same manner as set forth above under clause (a); provided that notice of the election to deliver cash for the principal amount will pay cash in lieu be deemed to have been provided on the last date of fractional shares the Cash Settlement Notice Period and the Notice of Common Stock in accordance with Section 12.2Conversion will not be retractable.

Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Debenture Security into shares of Common Stock as set forth in Section 12.1 10.01 and delivers an irrevocable conversion noticethe Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Stated Maturity, togetheror with respect to Securities call for redemption pursuant to Section 3.01, if the Debentures are in certificated form, with applicable Redemption Date (the certificated Debenture, as set forth in Section 12.2"FINAL NOTICE DATE"), the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in 57 cash. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of the Notice of Conversion as specified in Section 10.02 (such amount period, the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "CONVERSION SETTLEMENT DISTRIBUTION" for any Security subject to such Notice of Conversion shall consist of cash, the “Cash Amount”) unless Common Stock or a combination thereof, as selected by the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as followsset forth below: (ai) If if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to (1) the aggregate original principal amount at maturity of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate; provided that if on the date a Holder submits the Notice of Conversion such Holder with respect to Transfer Restricted Securities and there exists a Registration Default affecting the Common Stock, for purposes of this Section 10.03(a)(i) and Section 10.03(a)(iii), the Conversion Rate shall be multiplied by 1.03; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder Conversion Settlement Distribution shall be cash in an amount equal to the product of: (1) a number equal to the product of (x) the aggregate principal amount of Debentures Securities to be converted, converted divided by 1,000 multiplied by (y) the then applicable Conversion Price; Rate, and (2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period20 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"); and (biii) if the Company elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cash, the Company will deliver to Conversion Settlement Distribution shall consist of such Holder, per $1,000 principal cash amount of Debentures converted: (1"CASH AMOUNT") the Cash Amount; and (2) and a number of shares equal to the greater of Common Stock (1) zero and (2) the excess, if any, of the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each Trading Day day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) 5% of the product of Cash Amount, divided by (y) the Sale Price of the Common Stock on such Trading Day multiplied by day. (b) At any time on or before any Final Notice Date, the Company will notify the Trustee whether it intends to satisfy all or any portion of the Conversion Rate minus Obligation with respect to conversions of Securities for which the Company receives a Notice of Conversion after such Final Notice Date and the dollar amount to be satisfied in cash (ywhich must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (a) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in above except that the Cash Settlement Averaging Period; provided, however, that Period shall be the Company will pay cash in lieu 20 Trading Days beginning on the first Trading Day following the Company's receipt of fractional shares the Notice of Common Stock in accordance with Section 12.2Conversion.

Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Debenture Security into shares of Common Stock as set forth in Section 12.1 10.01 and delivers an irrevocable conversion noticethe Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Stated Maturity, togetheror with respect to Securities called for redemption pursuant to Section 3.01, if the Debentures are in certificated form, with applicable Redemption Date (the certificated Debenture, as set forth in Section 12.2"FINAL NOTICE DATE"), the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of the Notice of Conversion as specified in Section 10.02 (such amount period, the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "CONVERSION SETTLEMENT DISTRIBUTION" for any Security subject to such Notice of Conversion shall consist of cash, the “Cash Amount”) unless Common Stock or a combination thereof, as selected by the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as followsset forth below: (ai) If if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to (1) the aggregate original principal amount at maturity of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate. (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder Conversion Settlement Distribution shall be cash in an amount equal to the product of: (1) a number equal to the product of (x) the aggregate principal amount of Debentures Securities to be converted, converted divided by 1,000 multiplied by (y) the then applicable Conversion Price; Rate, and (2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period20 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"); and (biii) if the Company elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cash, the Company will deliver to Conversion Settlement Distribution shall consist of such Holder, per $1,000 principal cash amount of Debentures converted: (1"CASH AMOUNT") the Cash Amount; and (2) and a number of shares equal to the greater of Common Stock (1) zero and (2) the excess, if any, of the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each Trading Day day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) 5% of the product of Cash Amount, divided by (y) the Sale Price of the Common Stock on such Trading Day multiplied by day. (b) At any time on or before any Final Notice Date, the Company will notify the Trustee whether it intends to satisfy all or any portion of the Conversion Rate minus Obligation with respect to conversions of Securities for which the Company receives a Notice of Conversion after such Final Notice Date and the dollar amount to be satisfied in cash (ywhich must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (a) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in above except that the Cash Settlement Averaging Period; providedPeriod shall be the 20 Trading Days beginning on the first Trading Day following the Company's receipt of the Notice of Conversion (or in the event that we receive a Notice of Conversion on the business day prior to the Stated Maturity, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 12.220 Trading Days beginning on the Trading Day after the Stated Maturity).

Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Debenture Note into shares of Common Stock as set forth in Section 12.1 9.1 and delivers an irrevocable conversion notice, together, if the Debentures Notes are in certificated form, with the certificated Debenture, Note as set forth in Section 12.29.2, the Company may choose to satisfy all or any portion of its conversion obligation (the "Conversion Obligation Obligation") in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cashstock. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is three Business Days following receipt of written notice of conversion as specified in Section 9.2 (such amount of cashperiod, the “"Cash Amount”) unless Settlement Notice Period"). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (a "Conversion Retraction Period"); no such retraction can be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). If the conversion notice has previously informed Holders not been retracted, then settlement (in cash and/or shares) will occur on the Business Day following the final day of its election in connection with an optional redemption the 10 Trading Day period beginning on the day after the final day of Debentures in accordance with Section 10.4 of this Indenturethe Conversion Retraction Period (the "Cash Settlement Averaging Period"). Settlement amounts will be computed as follows: (a) If if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Holder a number of shares equal to (1) the aggregate original principal amount at maturity of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate; (b) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate original principal amount at maturity of Debentures Securities to be convertedconverted divided by 1,000, divided multiplied by (y) the then applicable Conversion Price; and Rate, and (2) the average Sale Closing Price of the Common Stock during the Cash Settlement Averaging Period; and (bc) if the Company elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder, per $1,000 principal Holder such cash amount of Debentures converted: (1) the "Cash Amount; and (2") and a number of shares equal to the greater of Common Stock (1) one and (2) the excess, if any, of the number of shares calculated as set forth in clause (a) above over the number of shares equal to the sum, for each Trading Day day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product 10% of the Sale Price Cash Amount, divided by (y) the closing price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in the Cash Settlement Averaging Period; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 12.2day.

Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Debenture Note into shares of Common Stock as set forth in Section 12.1 9.1 and delivers an irrevocable conversion notice, together, if the Debentures Notes are in certificated form, with the certificated Debenture, Note as set forth in Section 12.29.2, on or prior to the day that is 20 days prior to the maturity of the Notes (the "Final Notice Date"), the Company may choose to satisfy all or any portion of its conversion obligation (the "Conversion Obligation Obligation") in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion DateUpon such election, the Company will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following receipt of written notice of conversion as specified in Section 9.2 (such amount of cashperiod, the “"Cash Amount”) unless Settlement Notice Period"). If the Company elects to pay cash for any portion of the Common Stock otherwise issuable to the Holder, the Holder may retract the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (a "Conversion Retraction Period"); no such retraction can be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of Common Stock (other than cash in lieu of fractional shares). If the conversion notice has previously informed Holders not been retracted, then settlement (in cash and/or Common Stock) will occur on the Business Day following the final day of its election in connection with an optional redemption the ten Trading Day period beginning on the day after the final day of Debentures in accordance with Section 10.4 of this Indenturethe Conversion Retraction Period (the "Cash Settlement Averaging Period"). Settlement amounts will be computed as follows: (a) If if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Holder a number of shares equal to (1) the aggregate original principal amount of the Notes to be converted divided by 1,000, multiplied by (2) the Conversion Rate; (b) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate original principal amount of Debentures Notes to be convertedconverted divided by 1,000, divided multiplied by (y) the then applicable Conversion Price; and Rate, and (2) the average of the Last Reported Sale Price Prices of the Common Stock during the Cash Settlement Averaging Period; and (bc) if the Company elects to satisfy a fixed amount portion (but not allother than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder, per $1,000 principal Holder such cash amount of Debentures converted: (1) the "Cash Amount; and (2") and a number of shares of Common Stock equal to the greater of (1) zero and (2) the excess, if any, of (A) the number of shares of Common Stock equal to (i) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (ii) the Conversion Rate over (B) the number of shares equal to the sum, for each Trading Day day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product 10% of the Sale Price Cash Amount, divided by (y) the closing price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and (B) the denominator day. If a Holder elects to convert all or any portion of which equals the product of the Sale Price a Note into shares of Common Stock as set forth in Section 9.2 after the Final Notice Date and the Company chooses to satisfy all or any portion of the Conversion Obligation in cash, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on such Trading Day multiplied by or before the number of Trading Days Final Notice Date. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth in the immediately preceding paragraph, except that the Cash Settlement Averaging Period; provided, however, that Period shall be the ten Trading Day period beginning on the date after receipt of the Holder's conversion notice (or in the event the Company will pay receives such Holder's conversion notice on the Business Day prior to the maturity date of the Note, the ten Trading Day period beginning on the day after such maturity date). Settlement (in cash in lieu of fractional and/or shares of Common Stock in accordance with Section 12.2Stock) will occur on the Business Day following the final day of such Cash Settlement Averaging Period.

Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Debenture Security into shares of Common Stock as set forth in this Section 12.1 4 and delivers an irrevocable Brocade receives such Holder’s conversion noticenotice on or prior to the day that is 20 days prior to the Final Maturity Date (the “Final Notice Date”), together, if the Debentures are in certificated form, with the certificated Debenture, as set forth in Section 12.2, the Company Brocade may choose to satisfy all or any portion of its conversion obligation (the “Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation Obligation”) in cash. Within two Trading Days following the Conversion DateUpon such election, the Company Brocade will notify such Holder through the Conversion Agent Trustee of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following receipt of written notice of conversion as specified in Section 4.2 (such amount of cashperiod, the “Cash AmountSettlement Notice Period”). If Brocade elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (a “Conversion Retraction Period”); no such retraction can be made (and a conversion notice shall be irrevocable) unless if Brocade does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). If the Company conversion notice has previously informed Holders not been retracted, then settlement (in cash and/or shares) will occur on the Business Day following the final day of its election in connection with an optional redemption the 20 Trading Day period beginning on the day after the final day of Debentures in accordance with Section 10.4 of this Indenturethe Conversion Retraction Period (the “Cash Settlement Averaging Period”). Settlement amounts will be computed as follows: (i) if Brocade elects to satisfy the entire Conversion Obligation in shares of Common Stock, Brocade will deliver to such Holder a number of shares equal to (a) If the Company aggregate original principal amount at maturity of the Securities to be converted divided by 1,000, multiplied by (b) the Conversion Rate; (ii) if Brocade elects to satisfy the entire Conversion Obligation in cash, the Company Brocade will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate principal amount of Debentures to be converted, divided by (y) the then applicable Conversion Price; and (2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period; and (b) if the Company elects to satisfy a fixed amount (but not all) of the Conversion Obligation in cash, the Company will deliver to such Holder, per $1,000 principal amount of Debentures converted: (1) the Cash Amount; and (2) a number of shares of Common Stock equal to the sum, for each Trading Day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product of the Sale Price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stock on such Trading Day multiplied by the number of Trading Days in the Cash Settlement Averaging Period; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 12.2.