Common use of Right to Convert Clause in Contracts

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IX, a Holder may convert its Notes at any time during which the following conditions are met: (i) on any Business Day in any calendar quarter commencing at any time after March 31, 2008, and only during such calendar quarter, if, as of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty Trading Days in a period of the thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is more than 130% of the applicable Conversion Price on the last day of the immediately preceding calendar quarter; (ii) during any five consecutive Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures provided in Section 9.2(b), for each day of that period was less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate. (iii) upon the occurrence of a Designated Event or other Make Whole Event, at any time beginning on the effective date of the Designated Event or other Make Whole Event and ending on the Trading Day prior to the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective); (iv) (A) in the event the Company becomes a party to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property, in which case a Holder may surrender Notes for conversion at any time from and after the effective date for such transaction or event until the Trading Day prior to the date that is 30 Business Days after the date on which such transaction or event occurs;

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, each Holder shall have the right, at such Holder’s option, to convert its Notes, or any portion of its Notes in integral multiples of $1,000 into the Settlement Amount determined in accordance with Section 4.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding October 15, 2017, only upon satisfaction of one or more of the conditions described in Section 4.01(b) hereof, and (y) subject to prior repurchase, on or after October 15, 2017, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date regardless of the conditions described in Section 4.01(b) hereof. (1) Prior to the Close of Business on October 15, 2017 and subject to earlier repurchase, a Holder may convert its surrender Notes at any time for conversion during which the following conditions are met: (i) on any Business Day in any calendar quarter commencing at any time after March 31the calendar quarter ending June 30, 2008, 2013 (and only during such calendar quarter, if, as ) if the Closing Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty each of 20 or more Trading Days in a (whether or not consecutive) during the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is more than equals or exceeds 130% of the Conversion Price in effect on each applicable Trading Day. The Board of Directors of the Issuer will make appropriate adjustments, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the applicable Conversion Price on Rate where the last day Ex-Date or the Effective Date of the immediately preceding calendar quarter;event occurs, during that 30 consecutive Trading Day period. (ii2) Prior to the Close of Business on October 15, 2017 and subject to earlier repurchase, a Holder may surrender Notes for conversion during any the five consecutive Business Day period immediately after any five consecutive Trading Day period (the “Note Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures provided set forth in this Section 9.2(b4.01(b)(2), for each day Trading Day of that period such Note Measurement Period was less than 98% of the product Conversion Value in effect on such Trading Day. The Trading Price shall be determined by the Bid Solicitation Agent pursuant to this Section 4.01(b)(2) and the definition of “Trading Price” set forth in Section 1.02 hereof. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the Closing three independent nationally recognized securities dealers selected by the Issuer in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price of the Common Stock Notes unless the Issuer has requested such determination; and the then applicable Conversion Rate. Issuer shall have no obligation to make such request (iiior, if the Issuer is the Bid Solicitation Agent, to determine the Trading Price of the Notes) upon the occurrence unless a Holder of a Designated Event or other Make Whole Event, at any time beginning on Note provides it with reasonable evidence that the effective date Trading Price per $1,000 principal amount of Notes would be less than 98% of the Designated Event or other Make Whole Event and ending Conversion Value in effect on such Trading Day. At such time, the Trading Day prior Issuer shall instruct the Bid Solicitation Agent to determine (or, if the date that Issuer is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective); (iv) (A) in the event the Company becomes a party to any transaction or event (including but not limited to any consolidationBid Solicitation Agent, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property, in which case a Holder may surrender Notes for conversion at any time from and after the effective date for such transaction or event until the Trading Day prior to the date that is 30 Business Days after the date on which such transaction or event occurs;the

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXFirst Supplemental Indenture, including Section 9.03 hereof, prior to July 15, 2037, the holder of any Note shall have the right, at such holder’s option, to convert the principal amount of the Note, or any portion of such principal amount which is an integral multiple of $1,000 at the Conversion Rate in effect at such time, by surrender of the Note so to be converted in whole or in part, together with any required funds, under the circumstances described in this Section 9.01 and in the manner provided in Section 9.02. Settlement of conversions in cash or shares of Common Stock, or a Holder may convert its combination thereof, shall be made as set forth in Section 9.03 hereof. The Notes at any time shall be convertible only during which the following conditions are metperiods upon the occurrence of one of the following events: (i) on any Business Day in during any calendar quarter commencing at any time after March 31the calendar quarter ended September 30, 2008, 2007 and before the Business Day immediately prior to the Stated Maturity (and only during such calendar quarter, if, as of ) if the last day of Last Reported Sale Price for the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty (20) Trading Days in a during the period of the thirty (30) consecutive Trading Days ending on the last Trading Day of the immediately preceding previous calendar quarter is more greater than 130or equal to 120% of the applicable Conversion Price on the such last day of the immediately preceding calendar quarterTrading Day; (ii) in the event that the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date (unless the Company fails to pay the Redemption Price); provided, that only those Notes that are called for redemption may be converted following such an event; (iii) during any the five (5) consecutive Business Day period after any five (5) consecutive Trading Day period in which the Trading Price per $1,000 principal amount of NotesNote, as determined following a request by a Holder holder in accordance with the procedures provided in Section 9.2(b)described below, for each day of that period was less than 98% of the product of the Closing Conversion Rate and the Last Reported Sale Price of the Common Stock such day (the “98% Trading Exception”); provided, however, that if on the date of any conversion pursuant to the 98% Trading Exception that is on or after July 15, 2022, the Last Reported Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date is greater than 100% of the Conversion Price, then Noteholders surrendering Notes for conversion will receive, in lieu of shares of Common Stock based on the Conversion Rate, shares of Common Stock with a value equal to the principal amount of Notes being converted (a “Principal Value Conversion”). Shares of Common Stock delivered upon a Principal Value Conversion will be valued at the greater of the effective Conversion Price on the eighth day prior to the Conversion Date and the Last Reported Sale Price as of the Conversion Date and will be delivered no later than the third Business Day following the determination of the Last Reported Sale Price; (iv) as provided in Section (b) of this Section 9.01; or (v) after the effective date of a Make-Whole Fundamental Change, until the 30th calendar day following such date, or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change pursuant to which the Company is required to purchase the Notes at the Noteholder’s option, until the related Fundamental Change Repurchase Date. The Company will notify holders of ay such Make-Whole Fundamental Change and the anticipated effective date and issue a press release no later than ten (10) days prior to such transaction’s anticipated effective date. If the effective date of a Make-Whole Fundamental Change occurs on or prior to July 15, 2012, and a holder elects to convert the Notes during such period (regardless of whether any other conditions to conversion set forth in clauses (i) through (iv) have been satisfied), the Company shall increase the Conversion Rate surrendered for conversion by a number of additional shares of Common Stock, which shall be determined by reference to the table below and is based on the effective date and sale price of Common Stock in such Make-Whole Fundamental Change determined as follows: (A) if the consideration paid to holders of Common Stock in such transaction consists exclusively of cash, the cash price per share and (B) otherwise, the average of the Last Reported Price of Common Stock for the ten (10) Trading Day period ending on the Trading Day immediately preceding the effective date of the transaction. The stock prices set forth in the first column of the table shall be adjusted as of any date on which the Conversion Rate is adjusted. The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares of Common Stock to added to the Conversion Rate will be subject to adjustment in the same manner as adjustments to the Conversion Rate set forth in Section 9.06 hereof. July 25, 2007 12.9177 8.4082 5.2002 3.0489 1.6502 0.7808 0.2888 0.0110 0.0001 0.0000 0.0000 July 15, 2008 12.9177 8.6432 5.4361 3.2736 1.8558 0.9603 0.4285 0.0403 0.0011 0.0000 0.0000 July 15, 2009 12.9177 8.7250 5.4872 3.3061 1.8812 0.9847 0.4524 0.0505 0.0019 0.0000 0.0000 July 15, 2010 12.9177 8.5942 5.2888 3.0900 1.6885 0.8386 0.3607 0.0353 0.0013 0.0000 0.0000 July 15, 2011 12.9177 8.1176 4.6260 2.3941 1.0946 0.4226 0.1310 0.0059 0.0001 0.0000 0.0000 July 15, 2012 12.9177 7.5365 3.0921 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock price and effective date may not be set forth on the table, in which case: (A) if the stock price is between two stock price amounts on the table above or the effective date is between two dates on the table, the number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; (B) if the stock price exceeds $55.00 per share (subject to adjustment), no additional shares will be added to the Conversion Rate; (C) if the stock price is less than $20.07 per share (subject to adjustment), no additional share will be added to the Conversion Rate; and the Conversion Rate shall not exceed 49.8256 per $1,000.00 principal amount of such Notes, subject to adjustment as provided in Section 9.06. In connection with any conversion pursuant to (iii), the Trustee shall have no obligation to obtain the bids necessary for the Company to determine the Trading Price of the Notes unless the Company has requested it to do so, and the Company shall have no obligation to make such request unless a holder provides the Company with reasonable evidence that the Trading Price per Note is less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate. At such time, the Company will instruct the Trustee to obtain the bids (in the manner described in the definition of Trading Price) beginning on the next Trading Day and on each successive Trading Day until the Trading Price per Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. The Company or its designated agent shall determine on a daily basis during the time period specified in Section 9.01(a)(i) and (iii) whether the Notes shall be convertible as a result of the occurrence of an event specified in clause (i) or (iii) above and, if the Notes shall be so convertible, the Company shall promptly deliver to the Trustee (or other Conversion Agent appointed by the Company) written notice thereof. Whenever the Notes shall become convertible pursuant to this Section 9.01, the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify the holders of the event triggering such convertibility in the manner provided in Section 13.03, and the Company shall also publicly announce such information by publication on the Company’s Web site or through such other public medium as it may use at such time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. The Trustee shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Trustee’s duties and obligations pursuant to Section 9.01 hereof, and the Company agrees, if requested by the Trustee, to cooperate with, and provide assistance to, the Trustee in carrying out its duties under this Section 9.01; provided, however, that nothing herein shall be construed to relieve the Trustee of its duties pursuant to Section 9.01 hereof. (iiib) upon In addition, if: (i) the occurrence Company distributes to all holders of Common Stock rights or warrants entitling them to subscribe for or purchase (for a Designated Event or other Make Whole Event, at any time beginning on period expiring within 45 days of the effective date of the Designated Event or other Make Whole Event and ending distribution) shares of Common Stock at less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of the distribution, or (B) the Company distributes to all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value as determined by the Board of Directors of the Company and set forth in a Board Resolution exceeding five (5) percent of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Notes may be surrendered for conversion at any time on and after the date that the Company gives notice to the holders of such distribution, which shall be not less than 20 Business Days prior to the date that is 30 Ex-Dividend Date for such distribution, until the earlier of the close of business on the Business Days after Day immediately preceding, but not including, the Ex-Dividend Date or the date on which the Designated Event or other Make Whole Event occurs (or on which Company publicly announces that such distribution will not take place; provided, that no holder may exercise this right to convert if the transaction constituting holder will otherwise participate in such event becomes effective)distribution without conversion; (ivii) (A) in the event the Company becomes consolidates with or merges with or into another Person or is a party to any transaction or event (including but not limited to any consolidation, merger or a binding share exchange, other than a change resulting from a subdivision or combination) in each case pursuant to which all or substantially all shares of the Common Stock would be is converted into cashcash or property other than securities, securities or other property, in which case a Holder then the Notes may surrender Notes be surrendered for conversion at any time from and after the effective date for such transaction or event until the Trading Day which is fifteen (15) days prior to the anticipated effective date of the transaction until and including the date which is fifteen (15) days after the actual effective date of the transaction. The Board of Directors of the Company shall determine the anticipated effective date of the transaction, and such determination shall be conclusive and binding on the holders and shall be publicly announced by the Company by publication on its Web site or through such other public medium as it may use at that is 30 time not later than two (2) Business Days after prior to the 15th day prior to the anticipated effective date on of the transaction. If Notes are not surrendered pursuant to this paragraph for conversion, at the effective time of the transaction, the right to convert the Notes into Common Stock will be changed into a right to convert the Notes into the kind and amount of, cash, securities or other property that a Noteholder would have received if such holder had converted such holder’s Notes immediately prior to the applicable Record Date for such transaction. (c) A Note in respect of which a holder is electing to exercise its option to require repurchase upon a Fundamental Change pursuant to Section 3.06 or repurchase pursuant to Section 3.07 may be converted only if such transaction or event occurs;holder withdraws its election in accordance with Section 3.08(d). A Noteholder is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article IX.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXthe Indenture, a each Holder may convert its Notes shall have the right, at such Holder’s option, at any time during following the Issue Date of the Notes hereunder through the close of business on the third Scheduled Trading Day immediately prior to the Stated Maturity to convert the Principal Amount of any such Notes, or any portion of such Principal Amount which is $1,000 or an integral multiple thereof at the Conversion Rate then in effect, (x) on or after April 15, 2014, without regard to the conditions described in clauses (i) through (iv) below and (y) prior to April 15, 2014, only upon the satisfaction of any of the following conditions are metconditions: (i) on A Holder may surrender all or a portion of its Notes for conversion during any Business Day in any calendar fiscal quarter commencing at any time after March 31, 2008, (and only during such calendar fiscal quarter) commencing after September 30, if, as of 2007 if the last day of Last Reported Sale Price for the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days in a during the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is more greater than or equal to 130% of the applicable Conversion Price in effect on the last day of the immediately preceding calendar quarter;each such Trading Day. (ii) A Holder may surrender its Notes for conversion during any the five consecutive Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures provided set forth in this Section 9.2(b6.01(a)(ii), for each day of that such period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate. In connection with any conversion in accordance with this Section 6.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes unless requested by the Company; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Promptly after receiving such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. The Company shall notify the Trustee and the Holders, in the manner provided in Section 106 of the Base Indenture, promptly upon determining (i) that the condition to convertibility of the Notes set forth in this Section 6.01(a)(ii) has been met and (ii) at any time after the condition to convertibility of the Notes set forth in this Section 6.01(a)(ii) has been met, that the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. (iii) upon In the occurrence event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights entitling them to purchase, for a Designated Event or other Make Whole Event, at any time beginning on period expiring within 60 days after the effective date of the Designated Event or other Make Whole Event and distribution, shares of Common Stock at less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day prior to preceding the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting announcement of such event becomes effective);issuance; or (ivB) (A) in the event the Company becomes a party distribute to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 15% of the Last Reported Sale Price of the Common Stock would be converted into cashon the Trading Day preceding the declaration date for such distribution, securities or other propertythen, in each case, the Company shall notify the Holders, in the manner provided in Section 106 of the Base Indenture, at least 55 Scheduled Trading Days prior to the first date upon which case a Holder sale of Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of Common Stock to its buyer (the “Ex-Dividend Date”). Once the Company has given such notice, Holders may surrender Notes for conversion at any time from and after until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place, even if the Notes are not otherwise convertible at such time. (iv) (A) If the Company is party to a Fundamental Change, the Company shall notify Holders, in the manner provided in Section 106 of the Base Indenture, at least 55 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes for conversion at any time until 35 calendar days after the actual effective date of such transaction or event or, if later, until the Trading Day related Fundamental Change Repurchase Date. (b) Notwithstanding the foregoing, a Note 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 Note may be converted only if such notice of exercise is withdrawn in accordance with Article 5 hereof prior to the date that is 30 close of business on the Business Days after Day immediately preceding the date on which such transaction or event occurs;Fundamental Change Repurchase Date.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXSupplemental Indenture, a each Holder may of Notes shall have the right, at such Holder’s option, to convert its the Original Principal Amount of any such Notes, or any portion of such Original Principal Amount equal to $1,000 or an integral multiple of $1,000, at the Conversion Rate in effect on the Conversion Date for such Notes (subject to, and in accordance with, the settlement provisions of Section 4.02, the “Conversion Obligation”), (x) prior to the close of business on the Business Day immediately preceding June 1, 2024, only upon satisfaction of one or more of the conditions described in clauses (i) through (v) below and (y) on or after June 1, 2024, at any time during which prior to the following close of business on the second Scheduled Trading Day immediately preceding the Stated Maturity irrespective of the conditions are metdescribed in clauses (i) through (v) below: (i) Prior to the close of business on any the Business Day in immediately preceding June 1, 2024, a Holder of Notes may surrender all or any calendar quarter commencing portion of its Notes for conversion at any time after March 31, 2008, during any fiscal quarter (and only during such calendar fiscal quarter) after the fiscal quarter ending on December 31, if, as 2019 if the Last Reported Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days (whether or not consecutive) in a the period of the thirty 30 consecutive Trading Days ending on on, and including, the last Trading Day of the immediately preceding calendar fiscal quarter is more than exceeds 130% of the applicable Conversion Price on the last day of the immediately preceding calendar quarter;each applicable Trading Day. (ii) Prior to the close of business on the Business Day immediately preceding June 1, 2024, a Holder of Notes may surrender all or any portion of its Notes for conversion at any time during any the five consecutive Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount Original Principal Amount of Notes, Notes (as determined following a request by a Holder of Notes in accordance with the procedures provided set forth in this Section 9.2(b4.01(a)(ii), ) for each day Trading Day of that period the Measurement Period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate on each such Trading Day (the “Trading Price Condition”), subject to compliance with the procedures and conditions set forth in this Section 4.01(a)(ii) concerning the obligation to make a Trading Price determination, in which event the Trading Price Condition shall be met. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii)) unless a Holder of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 Original Principal Amount of Notes is or would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. Promptly following receipt of such evidence, the Company shall instruct the Bid Solicitation Agent to determine (or, if the Company is then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until such Trading Day on which the Trading Price per $1,000 Original Principal Amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If, upon presentation of such reasonable evidence by the Holder, the Company does not cause the Bid Solicitation Agent to make such determination (or, if the Company is then acting as Bid Solicitation Agent, the Company does not make such determination), the Trading Price per $1,000 Original Principal Amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day the Company does not make such determination or cause the Bid Solicitation Agent to make such determination. If the Trading Price Condition has been met, the Company shall, as soon as practicable following the condition being met, so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 Original Principal Amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such day, the Company shall so notify, in writing, the holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) of the same. (iii) upon If, prior to the occurrence close of business on the Business Day immediately preceding June 1, 2024, the Company elects to: (A) distribute to all or substantially all holders of Common Stock any rights, options or warrants entitling them for a Designated Event period of not more than 60 calendar days from the record date for such distribution to subscribe for or other Make Whole Eventpurchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution; or (B) distribute to all or substantially all holders of Common Stock assets, securities or rights, options or warrants to purchase securities of the Company not otherwise covered by clause (A) above, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify the Holders of the Notes at least 70 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time beginning from, and including, the date the Company sends such notice until the earlier of the close of business on the effective Business Day immediately preceding such Ex-Dividend Date or the date of the Designated Event or other Make Whole Event Company’s announcement that such distribution shall not take place, even if the Notes are not otherwise convertible at such time. No Holder may exercise its right to convert its Notes under the provisions of this Section 4.01(a)(iii) if such Holder otherwise may participate in any such distribution described above without conversion (based upon the Conversion Rate and ending on upon the Trading Day prior to same terms as holders of the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effectiveCommon Stock);. (iv) (A) in Prior to the event close of business on the Company becomes Business Day immediately preceding June 1, 2024, if a party to any transaction or event that constitutes a Fundamental Change (including but not limited without regard to any consolidation, merger the exclusion of transactions involving Publicly Traded Securities in the paragraph following clause (4) of that definition) or binding share exchange, a Make-Whole Fundamental Change (other than a change resulting from a subdivision or combination) Make-Whole Fundamental Change occurring pursuant to which all or substantially all shares clause (ii) of the Common Stock would be converted into cashdefinition thereof) occurs, securities or other property, in which case a Holder Holders may surrender Notes for conversion at any time from from, and after including, the effective date for Effective Date of such transaction or event until the 45th day following the actual Effective Date (or, if earlier and to the extent applicable, the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date). No later than such Effective Date, the Company shall notify Holders of such transaction and the related right to convert the Notes. (v) Prior to the close of business on the Business Day immediately preceding June 1, 2024, if the Company calls any Note for Redemption, then, subject to Section 8.05, the Holder of such Note may convert such Note at any time before the close of business on the second Business Day immediately before the related Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full). (b) Notwithstanding anything herein to the contrary, Holders may surrender all or any portion of their Notes for conversion at any time beginning on June 1, 2024, until the close of business on the second Scheduled Trading Day prior immediately preceding the Stated Maturity irrespective of the conditions set forth in Section 4.01(a). (c) If the Notes are subject to repurchase following a Fundamental Change, the right of Holders to convert their Notes so subject to repurchase will expire at the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, unless the Company defaults in the payment of the Fundamental Change Repurchase Price, in which case, the conversion right will terminate at the close of business on the date the default is cured and the Notes are repurchased. If a Holder has submitted a Fundamental Change Repurchase Notice for any Notes to be repurchased upon a Fundamental Change, such Holder may convert such Notes only to the date that extent such Fundamental Change Repurchase Notice has been withdrawn in accordance with Section 3.03. (d) If any Note is 30 called for Redemption, then the right of the Holder of such Note to convert such Note will expire at the close of business on the second Business Days after Day immediately before the date related Redemption Date (or, if the Company fails to pay the Redemption Price due on which such transaction or event occurs;Redemption Date in full, at the time the Company pays such Redemption Price in full). (e) Upon conversion pursuant to this Section 4.01, the remaining Accreted Principal Amount in excess of the Original Principal Amount converted shall be deemed to be extinguished.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, a each Holder may convert its Notes shall have the right, at such Holder's option, at any time during following the Issue Date of the Securities hereunder through the close of business on the Final Maturity Date to convert the Principal Amount of any such Securities, or any portion of such Principal Amount which is $1,000 or an integral multiple thereof at the following conditions are metConversion Price then in effect: (i) on during any Business Day in any calendar fiscal quarter commencing at any time after March December 31, 20082003, and only during such calendar quarter, if, as if the Closing Sale Price of the last day Common Stock exceeds 110% of the immediately preceding calendar quarter, the Closing Conversion Price per share of Common Stock for at least twenty 20 Trading Days in a period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is more than 130% of the applicable Conversion Price on the last day of the immediately preceding calendar fiscal quarter;, (ii) on any Trading Day occurring after November 15, 2008, if the Closing Sale Price of the Common Stock has exceeded 110% of the then current Conversion Price on any day on or after November 15, 2008; or (iii) subject to Section 15.02(f), during any the five consecutive Business Day period after any immediately following a five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of NotesPrice, as determined following a request by a Holder in accordance with the procedures provided in Section 9.2(b15.01(d), for each day of that such five consecutive Trading Day period was less than 98% of the product 70 of the Closing Sale Price of the Common Stock on such Trading Day and the then applicable Conversion Rate. (iii) upon the occurrence of a Designated Event or other Make Whole Event, at any time beginning Rate in effect on the effective date of the Designated Event or other Make Whole Event and ending on the such Trading Day prior to (the date that is 30 Business Days after condition specified in this subsection (b) being the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective"98% MARKET CONDITION"); (iv) at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date, if such Security has been called for redemption pursuant to Article 11 hereof; or (v) as provided in Section 15.01(b). (b) In addition, in the event that: (i) (A) in the event the Company becomes elects to distribute to holders of Common Stock rights entitling them to purchase, for a party to any transaction or event (including but not limited to any consolidationperiod expiring within 45 days, merger or binding share exchange, other Common Stock at less than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares the average Closing Sale Price of the Common Stock would be converted into cash, securities or other property, in which case a Holder may surrender Notes for conversion at any time from and after the effective date 10 Trading Days immediately preceding the declaration for such transaction or event until the Trading Day prior to the date that is 30 Business Days after the date on which such transaction or event occurs;distribution; or

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXSupplemental Indenture, a each Holder may of Notes shall have the right, at such Holder’s option, to convert its the principal amount of any such Notes, or any portion of such principal amount equal to $1,000 or an integral multiple of $1,000, at the Conversion Rate in effect on the Conversion Date for such Notes (subject to, and in accordance with, the settlement provisions of Section 4.02, the “Conversion Obligation”), (x) prior to the close of business on the Business Day immediately preceding June 1, 2021, only upon satisfaction of one or more of the conditions described in clauses (i) through (iv) below and (y) on or after June 1, 2021, at any time during which prior to the following close of business on the second Scheduled Trading Day immediately preceding the Stated Maturity irrespective of the conditions are metdescribed in clauses (i) through (iv) below: (i) Prior to the close of business on any the Business Day in immediately preceding June 1, 2021, a Holder of Notes may surrender all or any calendar quarter commencing portion of its Notes for conversion at any time after March 31, 2008, during any fiscal quarter (and only during such calendar fiscal quarter) after the fiscal quarter ending on March 31, if, as 2017 if the Last Reported Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days (whether or not consecutive) in a the period of the thirty 30 consecutive Trading Days ending on on, and including, the last Trading Day of the immediately preceding calendar fiscal quarter is more than exceeds 130% of the applicable Conversion Price on the last day of the immediately preceding calendar quarter;each applicable Trading Day. (ii) Prior to the close of business on the Business Day immediately preceding June 1, 2021, a Holder of Notes may surrender all or any portion of its Notes for conversion at any time during any the five consecutive Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, Notes (as determined following a request by a Holder of Notes in accordance with the procedures provided set forth in this Section 9.2(b4.01(a)(ii), ) for each day Trading Day of that period the Measurement Period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate on each such Trading Day (the “Trading Price Condition”), subject to compliance with the procedures and conditions set forth in this Section 4.01(a)(ii) concerning the obligation to make a Trading Price determination, in which event the Trading Price Condition shall be met. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii)) unless a Holder of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes is or would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. Promptly following receipt of such evidence, the Company shall instruct the Bid Solicitation Agent to determine (or, if the Company is then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until such Trading Day on which the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If, upon presentation of such reasonable evidence by the Holder, the Company does not cause the Bid Solicitation Agent to make such determination (or, if the Company is then acting as Bid Solicitation Agent, the Company does not make such determination), the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day the Company does not make such determination or cause the Bid Solicitation Agent to make such determination. If the Trading Price Condition has been met, the Company shall, as soon as practicable following the condition being met, so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such day, the Company shall so notify, in writing, the holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) of the same. (iii) upon If, prior to the occurrence close of business on the Business Day immediately preceding June 1, 2021, the Company elects to: (A) distribute to all or substantially all holders of Common Stock any rights, options or warrants entitling them for a Designated Event period of not more than 60 calendar days from the record date for such distribution to subscribe for or other Make Whole Eventpurchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution; or (B) distribute to all or substantially all holders of Common Stock assets, securities or rights, options or warrants to purchase securities of the Company not otherwise covered by clause (A) above, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify the Holders of the Notes at least 70 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time beginning from, and including, the date the Company sends such notice until the earlier of the close of business on the effective Business Day immediately preceding such Ex-Dividend Date or the date of the Designated Event or other Make Whole Event Company’s announcement that such distribution shall not take place, even if the Notes are not otherwise convertible at such time. No Holder may exercise its right to convert its Notes under the provisions of this Section 4.01(a)(iii) if such Holder otherwise may participate in any such distribution described above without conversion (based upon the Conversion Rate and ending on upon the Trading Day prior to same terms as holders of the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effectiveCommon Stock);. (iv) (A) in Prior to the event close of business on the Company becomes Business Day immediately preceding June 1, 2021, if a party to any transaction or event that constitutes a Fundamental Change (including but not limited without regard to any consolidationthe exclusion of transactions involving Publicly Traded Securities in the paragraph following clause (4) of that definition) or a Make-Whole Fundamental Change occurs, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property, in which case a Holder Holders may surrender Notes for conversion at any time from from, and after including, the effective date for Effective Date of such transaction or event until the 45th day following the actual Effective Date (or, if earlier and to the extent applicable, the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date). No later than such Effective Date, the Company shall notify Holders of such transaction and the related right to convert the Notes. (b) Notwithstanding anything herein to the contrary, Holders may surrender all or any portion of their Notes for conversion at any time beginning on June 1, 2021, until the close of business on the second Scheduled Trading Day prior immediately preceding the Stated Maturity irrespective of the conditions set forth in Section 4.01(a). (c) If the Notes are subject to repurchase following a Fundamental Change, the right of Holders to convert their Notes so subject to repurchase will expire at the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, unless the Company defaults in the payment of the Fundamental Change Repurchase Price, in which case, the conversion right will terminate at the close of business on the date the default is cured and the Notes are repurchased. If a Holder has submitted a Fundamental Change Repurchase Notice for any Notes to be repurchased upon a Fundamental Change, such Holder may convert such Notes only to the date that is 30 Business Days after the date on which extent such transaction or event occurs;Fundamental Change Repurchase Notice has been withdrawn in accordance with Section 3.03.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IX, a Holder may convert its Notes into shares of Common Stock at the applicable Conversion Rate (defined below) at any time during which the following conditions are met: (ia) on any Business Day in any during a calendar quarter commencing at any time after March 31, 2008, (and only during such that calendar quarter) prior to March 15, if2019, as if the Closing Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days in a period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding previous calendar quarter quarter, is more greater than 130120% of the applicable Conversion Price on the last day of the immediately preceding calendar quarterPrice; (iib) at any time after March 15, 2019, if the Closing Sale Price of the Common Stock is greater than 120% of the applicable Conversion Price; (c) during any the five consecutive Business Day period after following any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Notes, as determined following for a request by a Holder in accordance with the procedures provided in Section 9.2(b), Note for each day of that trading period was less than 98% of the product of the Closing Sale Price of the Common Stock and on such corresponding Trading Day multiplied by the then applicable Conversion Rate. (iii) upon the occurrence of a Designated Event or other Make Whole Event; provided, at any time beginning on the effective date of the Designated Event or other Make Whole Event and ending however, that if, on the Trading Day immediately prior to the Conversion Date, the Closing Sale Price of the Common Stock is greater than 100% of the applicable Conversion Price but less than or equal to 120% of the applicable Conversion Price, a Note is surrendered for conversion and the Notes are not otherwise convertible, then Holders will receive, in lieu of Common Stock based on the Conversion Rate, cash, Common Stock or a combination of cash and Common Stock, at the Company’s option, with a value equal to 100% of the principal amount of the Note to be converted plus accrued and unpaid interest to but not including the Conversion Date (a “Principal Value Conversion”). If a Holder surrenders its Notes for a Principal Value Conversion pursuant to this Section 9.1(c), the Company will notify such Holder through the Conversion Agent whether the Company will pay such Holder all or a portion of the principal amount plus accrued and unpaid interest, if any, of such Notes in cash, Common Stock or a combination of cash and Common Stock and in what percentage or amount at any time on or before the date that is 30 two Trading Days following the Conversion Date. Settlement (in cash and/or Common Stock) will occur on the third Business Day following the final day of the five consecutive Trading Day period beginning on the third Trading Day following the Conversion Date. Any Common Stock delivered upon a Principal Value Conversion in accordance with this Section 9.1(c) shall be valued at 100% of the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days after commencing on the date third Trading Day following the Conversion Date; (d) during such period, if any, in which (i) the rating assigned by Xxxxx’x to the Notes is at or below B3 or the rating assigned by Standard & Poor’s to the Notes is at or below B or the rating assigned by Fitch to the Notes is at or below B- or (ii) if the Notes are no longer rated by at least one of Xxxxx’x, Standard & Poor’s or Fitch; (e) in the event that the Company calls the Notes for redemption pursuant to Article V hereof, prior to the close of business on which the Designated Event or other Make Whole Event occurs (or on which Business Day prior to the transaction constituting Redemption Date, even if the Notes are not otherwise convertible at such event becomes effectivetime, provided that if the Company elects to redeem less than all the Notes, only those Notes called for redemption may be redeemed pursuant to this Section 9.1(e); (ivf) (A) in the event the Company becomes a party to any transaction or event (including but not limited to any a consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) exchange pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property, in which case a Holder may surrender Notes for conversion at any time from and after the date that is 15 days prior to the anticipated effective date for the transaction until 15 days after the actual effective date of such transaction transaction; or (g) the Company elects to (i) distribute to all holders of Common Stock assets, debt securities or event until rights to purchase securities (other than the Company’s special one-time cash dividend payable on May 17, 2004), which distribution has a per share value as determined by the Board of Directors exceeding 10% of the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, or (ii) distribute to all holders of Common Stock rights, options or warrants entitling them to purchase shares of Common Stock at less than the Current Market Price. In the case of the foregoing clauses (i) and (ii), the Company must notify the Holders at least 20 days immediately prior to the ex-dividend date for such distribution. Once the Company has given such notice, Holders may surrender their Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately prior to the ex-dividend date and the Company’s announcement that such distribution will not take place, even if the Notes are not otherwise convertible at such time; provided, however, that a Holder may not exercise this right to convert if the Holder is otherwise entitled to participate in the distribution without conversion. As used herein, the term “ex-dividend date” or “ex-date” when used with respect to any issuance or distribution, shall mean the first date upon which a sale of shares of Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of such Common Stock to its buyer. Upon the Company’s determination that Holders are or will be entitled to convert Notes into shares of Common Stock in accordance with the provisions of this Section 9.1, the Company will issue a press release through a public medium that is 30 Business Days after customary for such press releases or publish the date information on which the Company’s website or through such transaction other public medium as the Company may use at that time. The number of shares of Common Stock issuable upon conversion of a Note per $1,000 principal amount (the “Conversion Rate”) shall be that set forth in paragraph 10 in the Notes, subject to adjustment as herein set forth. The initial Conversion Rate is 47.2210 shares of Common Stock issuable upon conversion of a Note per $1,000 principal amount. A Holder may convert a portion of the principal amount of Notes if the portion is $1,000 or event occurs;a multiple of $1,000.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IX, a Holder may convert its Notes into shares of Common Stock at the applicable Conversion Rate (defined below) at any time during which the following conditions are met: (i) on any Business Day in during any calendar quarter commencing at any time after March 31, 20082006, and only during such calendar quarter, if, as of the last day of the immediately preceding calendar quarter, the Closing Price per share of the Common Stock for at least twenty Trading Days in a period of the thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is more than 130120% of the applicable Conversion Price on the last day of the immediately preceding calendar quarter; (ii) during any five consecutive Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures provided in Section 9.2(b), for each day of that period was less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion RateRate per $1,000 principal amount of Notes. (iii) in the event that the Company calls the Notes for redemption pursuant to Article V hereof, at any time prior to 5:00 p.m., New York City time, one Business Day prior to the Redemption Date, provided that if the Company elects to redeem less than all the Notes, only those Notes called for redemption may be redeemed pursuant to this Section 9.1(a)(iii); (iv) upon the occurrence of a Designated Make Whole Event at any time beginning ten Trading Days before the anticipated effective date of a Make Whole Event and until the date specified in the Make Whole Event Conversion Notice, in which case the Company will notify the Holders and Trustee at least 10 Trading Days prior to the anticipated effective date of any Make Whole Event that the Company knows or other reasonably should know will occur (a “Make Whole Event Conversion Notice”); provided, however, that if the Company does not know, and should not reasonably know, that a Make Whole Event will occur until a date that is within ten Trading Days before the anticipated effective date of such Make Whole Event, at any time beginning on the effective date Company will notify the Holders and the Trustee promptly after the Company has knowledge of the Designated Event or other such Make Whole Event and ending on the Trading Day prior to the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective)Event; (ivv) (A) in the event the Company becomes a party to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares Shares of the Common Stock would be converted into cash, securities or other property, in which case a Holder may surrender Notes for conversion at any time from and after the date that is 15 days prior to the anticipated effective date for such transaction until the earlier of 15 days after the actual effective date of such transaction or event until the Trading Day prior to the date that is 30 Business Days after or the date on which the Company announces that such transaction or event occurs;will not take place, and the Company will provide written notice to the Trustee and the Holders as promptly as practicable following the Company’s announcement of such transaction or event (but in any case not fewer than 15 days prior to the effective date of such transaction, or if such transaction also constitutes a Designated Event, no later than the date on which the Company provides a Company Notice of the occurrence of a Designated Event); provided that, notwithstanding the foregoing, the Notes shall not become subject to conversion by reason of a transaction which is effected solely to change the Company’s jurisdiction of incorporation and which results in a reclassification, conversion or exchange of outstanding shares of the Company’s Common Stock solely into shares of common stock of the surviving entity; or

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXSupplemental Indenture, a each Holder may of Notes shall have the right, at such Holder’s option, to convert its the principal amount of any such Notes, or any portion of such principal amount equal to $1,000 or an integral multiple of $1,000, at the Conversion Rate in effect on the Conversion Date for such Notes (subject to, and in accordance with, the settlement provisions of Section 4.02, the “Conversion Obligation”), (x) prior to the close of business on the Business Day immediately preceding August 1, 2017, only upon satisfaction of one or more of the conditions described in clauses (i) through (iv) below and (y) on or after August 1, 2017, at any time during which prior to the following close of business on the second Scheduled Trading Day immediately preceding Stated Maturity irrespective of the conditions are metdescribed in clauses (i) through (iv) below: (i) Prior to the close of business on any the Business Day in immediately preceding August 1, 2017, a Holder of Notes may surrender all or any calendar quarter commencing portion of its Notes for conversion at any time after March 31, 2008, during any fiscal quarter (and only during such calendar fiscal quarter) after the fiscal quarter ending on June 30, if, as 2014 if the Last Reported Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days (whether or not consecutive) in a the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is more than exceeds 130% of the applicable Conversion Price on each applicable Trading Day. The Company shall determine at the last day beginning of each fiscal quarter commencing after the fiscal quarter ending on June 30, 2014 whether the Notes are convertible as a result of the immediately preceding calendar quarter;price of the Common Stock, and if the Company determines that the Notes are convertible in accordance with this Section 4.01(a)(i), the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee). (ii) Prior to the close of business on the Business Day immediately preceding August 1, 2017, a Holder of Notes may surrender all or any portion of its Notes for conversion at any time during any the five consecutive Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, Notes (as determined following a request by a Holder of Notes in accordance with the procedures provided set forth in this Section 9.2(b4.01(a)(ii), ) for each day Trading Day of that period the Measurement Period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate on each such Trading Day (the “Trading Price Condition”), subject to compliance with the procedures and conditions set forth in this Section 4.01(a)(ii) concerning the obligation to make a Trading Price determination, in which event the Trading Price Condition shall be met. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii)) unless a Holder of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. Promptly following receipt of such evidence, the Company shall instruct the Bid Solicitation Agent to determine (or, if the Company is then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until such Trading Day on which the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If, upon presentation of such reasonable evidence by the Holder, the Company does not cause the Bid Solicitation Agent to make such determination (or, if the Company is then acting as Bid Solicitation Agent, the Company does not make such determination), the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each day the Company does not make such determination or cause the Bid Solicitation Agent to make such determination. If the Trading Price Condition has been met, the Company shall, as soon as practicable following the condition being met, so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such day, the Company shall so notify the holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) by the same mechanism. (iii) upon If, prior to the occurrence close of business on the Business Day immediately preceding August 1, 2017, the Company elects to: (A) distribute to all or substantially all holders of Common Stock any rights, options or warrants entitling them for a Designated Event period of not more than 60 calendar days from the record date for such distribution to subscribe for or other Make Whole Eventpurchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution; or (B) distribute to all or substantially all holders of Common Stock assets, securities or rights to purchase securities of the Company not otherwise covered by clause (A) above, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify the Holders of the Notes at least 70 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time beginning from, and including, the date the Company mails such notice until the earlier of the close of business on the effective Business Day immediately preceding such Ex-Dividend Date or the date of the Designated Event or other Make Whole Event Company’s announcement that such distribution shall not take place, even if the Notes are not otherwise convertible at such time. No Holder may exercise its right to convert its Notes under the provisions of this Section 4.01(a)(iii) if such Holder otherwise may participate in any such distribution described above without conversion (based upon the Conversion Rate and ending on upon the Trading Day prior to same terms as holders of the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effectiveCommon Stock);. (iv) (A) in Prior to the event close of business on the Company becomes Business Day immediately preceding August 1, 2017, if a party to any transaction or event that constitutes a Fundamental Change (including but not limited without regard to any consolidationthe exclusion of transactions involving Publicly Traded Securities in the paragraph following clause (4) of that definition) or a Make-Whole Fundamental Change occurs, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other property, in which case a Holder Holders may surrender Notes for conversion at any time from and after the effective date for such transaction or event until the 70th Scheduled Trading Day prior to the date that is 30 anticipated Effective Date of such transaction until the 45th day following the actual Effective Date of such transaction (or, if earlier and to the extent applicable, the close of business on the Business Days after Day immediately preceding the Fundamental Change Repurchase Date). The Company shall notify Holders of the anticipated Effective Date of the Fundamental Change or Make-Whole Fundamental Change, as the case may be, (i) as soon as practicable following the date on which the Company publicly announces such transaction or event occurs;but in no event less than 70 Scheduled Trading Days prior to the anticipated Effective Date of such transaction or event; or (ii) if the Company does not have knowledge of such transaction or event at least 70 Scheduled Trading Days prior to the anticipated Effective Date of such transaction or event, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction or event, but in no event later than the actual Effective Date of such transaction or event. The Company shall update its notice promptly if the anticipated Effective Date subsequently changes. (b) Notwithstanding anything herein to the contrary, Holders may surrender all or any portion of their Notes for conversion at any time beginning on August 1, 2017, until the close of business on the second Scheduled Trading Day immediately preceding Stated Maturity irrespective of the conditions set forth in Section 4.01(a)

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IX, a Holder may convert its Notes at any time during which the following conditions are met: (i) on any Business Day in during any calendar quarter commencing at any time after March 31, 20082013, and only during such calendar quarter, if, as of the last day of the immediately preceding calendar quarter, the Closing Price per share of the Common Stock for at least twenty Trading Days in a period of the thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is more than 130120% of the applicable Conversion Price on the last day of the immediately preceding calendar quarter; (ii) during any five consecutive Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures provided in Section 9.2(b), for each day of that period was less than 98% of the product of the Closing Price of the Common Stock and the then applicable Conversion Rate.[intentionally omitted]; (iii) in the event that the Company calls the Notes for redemption pursuant to Article V hereof, at any time prior to 5:00 p.m., New York City time, one Business Day prior to the Redemption Date, provided that if the Company elects to redeem less than all the Notes, only those Notes called for redemption may be redeemed pursuant to this Section 9.1(a)(iii); (iv) upon the occurrence of a Designated Make Whole Event at any time beginning ten Trading Days before the anticipated effective date of a Make Whole Event and until the date specified in the Make Whole Event Conversion Notice, in which case the Company will notify the Holders and Trustee at least 10 Trading Days prior to the anticipated effective date of any Make Whole Event that the Company knows or other reasonably should know will occur (a “Make Whole Event Conversion Notice”); provided, however, that if the Company does not know, and should not reasonably know, that a Make Whole Event will occur until a date that is within ten Trading Days before the anticipated effective date of such Make Whole Event, at any time beginning on the effective date Company will notify the Holders and the Trustee promptly after the Company has knowledge of the Designated Event or other such Make Whole Event and ending on the Trading Day prior to the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective)Event; (ivv) (A) in the event the Company becomes a party to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares Shares of the Common Stock would be converted into cash, securities or other property, in which case a Holder may surrender Notes for conversion at any time from and after the date that is 15 days prior to the anticipated effective date for such transaction until the earlier of 15 days after the actual effective date of such transaction or event until the Trading Day prior to the date that is 30 Business Days after or the date on which the Company announces that such transaction or event occurs;will not take place, and the Company will provide written notice to the Trustee and the Holders as promptly as practicable following the Company’s announcement of such transaction or event (but in any case not fewer than 15 days prior to the effective date of such transaction, or if such transaction also constitutes a Designated Event, no later than the date on which the Company provides a Company Notice of the occurrence of a Designated Event); provided that, notwithstanding the foregoing, the Notes shall not become subject to conversion by reason of a transaction which is effected solely to change the Company’s jurisdiction of incorporation and which results in a reclassification, conversion or exchange of outstanding shares of the Company’s Common Stock solely into shares of common stock of the surviving entity; or

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, a Holder may convert its Notes at any time during which the periods from, and including, March 1, 2023, until the close of business on the Business Day immediately preceding the Maturity Date, the Holder of any Securities not previously repurchased shall have the right, at such Holder’s option, to convert the Securities held by such Holder, or any portion of such principal amount that is an integral multiple of $1,000, into cash and, if applicable, fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) as described in Section 10.13, at the Conversion Rate in effect at such time, by surrender of the Securities so to be converted in whole or in part, together with any required funds as set forth in Section 2.03, under the circumstances described in this Section 10.01 and in the manner provided in Section 10.02. Holders may convert their Securities at any time during the period from, and including, March 1, 2023 until the close of business on the Business Day immediately preceding the Maturity Date. At any time prior to the close of business on the Business Day immediately preceding March 1, 2023, Holders may convert their Securities only upon the occurrence of one of the following conditions are metevents or during one of the following periods: (i) on any Business Day in date during any calendar quarter commencing at any time beginning after March 31September 30, 2008, 2018 (and only during such calendar quarter), if, as if the Closing Sale Price of the last day Common Stock was more than 130% of the immediately preceding calendar quarter, the Closing then current Conversion Price per share of Common Stock for at least twenty 20 Trading Days (whether or not consecutive) in a the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding previous calendar quarter is more than 130% of as determined by the applicable Conversion Price on the last day of the immediately preceding calendar quarterCompany; (ii) if the Company distributes to all or substantially all holders of the Common Stock rights or warrants (other than pursuant to a stockholder rights plan) entitling them to purchase, for a period of 45 calendar days or less, shares of Common Stock at a price per share of Common Stock less than the average Closing Sale Price per share of the Common Stock for the ten Trading Days preceding the declaration date for such distribution; (iii) if the Company distributes to all or substantially all holders of the Common Stock, cash or other assets, debt securities or rights to purchase the Company’s securities (other than pursuant to a stockholder rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price per share of the Common Stock on the Trading Day preceding the declaration date for such distribution; (iv) if a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to repurchase the Securities as set forth under Section 3.04, or if the Company is party to a Specified Transaction (each such Fundamental Change, Make-Whole Fundamental Change or Specified Transaction, a “Corporate Event”), at any time from and after the date that is 60 Scheduled Trading Days prior to the anticipated effective date of the Corporate Event (or, if later, the Business Day after the Company gives notice of such Corporate Event) until 35 Trading Days after the actual effective date of such Corporate Event or, if such Corporate Event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date, and the Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) (x) as promptly as applicable following the date the Company publicly announces such Corporate Event but in no event less than 60 Scheduled Trading Days prior to the anticipated effective date of such Corporate Event, or (y) if the Company does not have knowledge of such Corporate Event at least 60 Scheduled Trading Days prior to the anticipated effective date of such Corporate Event, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such Corporate Event, but in no event later than the actual effective date of such Corporate Event; (v) during any the five consecutive Business Business-Day period after immediately following any five ten consecutive Trading Trading-Day period in which the Trading Price per $1,000 principal amount of Notesthe Securities, as determined following a request by a Holder in accordance with the procedures provided in Section 9.2(b10.01(b)(ii), for each day of that Trading Day during such ten Trading-Day period was less than 98% of the product of the Closing Sale Price of the Common Stock for each day during such ten Trading-Day period and the then current Conversion Rate (the “Trading Price Condition”). (b) (i) The Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) in writing on or prior to the fifth Business Day following the first day of each calendar quarter commencing after September 30, 2018 whether the Securities may be surrendered for conversion in accordance with Section 10.01(a)(i). (i) The Bid Solicitation Agent shall determine the Trading Price of the Securities upon the written request of the Company. The Company shall have no obligation to request that the Bid Solicitation Agent determine the Trading Price of the Securities unless Holders of at least $2,000,000 principal amount of the Securities provides the Company with reasonable written evidence that the Trading Price of $1,000 principal amount of the Securities would be less than 98% of the product of the Closing Sale Price of the Common Stock and the then applicable current Conversion Rate. (iii) upon Rate and requests that the occurrence Company requests such determination from the Bid Solicitation Agent. At such time, the Company shall instruct the Bid Solicitation Agent in writing to, and the Bid Solicitation Agent shall, determine the Trading Price of a Designated Event or other Make Whole Event, at any time beginning the Securities on the effective date next Trading Day and for each following Trading Day until the minimum Trading Price threshold of 98% of the Designated Event or other Make Whole Event and ending on product of the Trading Day prior to the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective); (iv) (A) in the event the Company becomes a party to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares Closing Sale Price of the Common Stock would be converted into cashand the then current Conversion Rate is exceeded. If the Company does not instruct the Bid Solicitation Agent to determine the Trading Price of the Securities when required, securities or other propertyif the Company instructs the Bid Solicitation Agent to make such determination and the Bid Solicitation Agent fails to do so, then, in which either case, the Trading Price for each Trading Day the Company or the Bid Solicitation Agent, as the case may be, fails to do so will be deemed to be less than 98% of the product of the Closing Sale Price of the Common Stock and the then current Conversion Rate. The Bid Solicitation Agent shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Bid Solicitation Agent’s duties and obligations pursuant to this Section 10.01(b)(ii) (including without limitation the calculation or determination of the Closing Sale Price and the Trading Price), and the Company shall, if requested by the Bid Solicitation Agent, cooperate with, and provide assistance to, the Bid Solicitation Agent in carrying out its duties under this Section 10.01(b)(ii). Upon determination of the Closing Sale Price and the Trading Price, the Bid Solicitation Agent shall notify the Company in writing of such determination. (c) In the case of a Holder distribution contemplated by clauses (ii) or (iii) of Section 10.01(a), the Company shall notify Holders at least 55 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Notes their Securities for conversion at any time from and after until the effective date earlier of (i) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such transaction distribution and (ii) any announcement by the Company that such distribution will not take place. Holders may not convert their Securities pursuant to clauses (ii) or event until (iii) of Section 10.01(a) if the Trading Day Holders may otherwise participate in the relevant distribution without converting their Securities as a result of holding the Securities at the same time and upon the same terms that holders of Common Stock participate as if the Holder had held a number of shares of Common Stock equal to the Conversion Rate multiplied by the principal amount (expressed in thousands) of the Securities held by the Holder. (d) Securities in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s right to require the Company to repurchase such Securities pursuant to Section 3.04 may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with Section 3.07 prior to the date that is 30 close of business on the Business Days after Day immediately preceding the date on which such transaction or event occurs;Fundamental Change Repurchase Date.

Right to Convert. (a) Subject to and upon compliance with the provisions of procedures for conversion set forth in this Article IX10, a Holder may of any Debentures not previously redeemed or repurchased shall have the right, at such Holder’s option, to convert its Notes all or a portion of the principal amount of any such Debentures that is an integral multiple of $1,000 at the Conversion Rate provided in Section 10.05, 10.06 and 10.12) at any time during which on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Maturity Date only under the following conditions are metcircumstances: (i1) prior to February 1, 2025, on any Business Day in date during any calendar quarter commencing at any time Fiscal Quarter beginning after March 31, 2008, 2007 (and only during such calendar quarterFiscal Quarter), if, as of the last day of the immediately preceding calendar quarter, if the Closing Sale Price per share of Common Stock was more than 130% of the then effective Conversion Price for at least twenty 20 Trading Days in a period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding Fiscal Quarter; (2) on or after February 1, 2025, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding February 1, 2027; (3) with respect to Debentures called for redemption pursuant to Section 3.01, until 5:00 p.m., New York City time, on the Business Day prior to the applicable Redemption Date; (4) if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants (other than pursuant to a shareholder rights plan) entitling them to purchase, for a period of 45 calendar quarter is more days or less, shares of Common Stock at a price less than 130the average Closing Sale Price of the Common Stock for the 10 consecutive Trading Days immediately preceding the declaration date for such distribution, at any time after the Company has given the Distribution Notice with respect to such distribution until the earlier of 5:00 p.m., New York City time, on the Business Day preceding the Ex-Dividend Date or any announcement by the Company that such distribution will not take place; provided, that a Holder may not convert its Debentures if such Holder may otherwise participate in such distribution without converting its Debentures as a result of holding the Debentures; (5) if the Company distributes to all or substantially all holders of Common Stock cash or other assets, debt securities or rights to purchase the Company’s securities (other than pursuant to a shareholder rights plan or a dividend or distribution on the Common Stock in shares of Common Stock), which distribution has a per share value, as determined by the Board of Directors, exceeding 10% of the applicable Conversion Closing Sale Price of the Common Stock on the last day Trading Day preceding the declaration date for such distribution, at any time after the Company has given the Distribution Notice with respect to such distribution until the earlier of 5:00 p.m., New York City time, on the immediately Business Day preceding calendar quarterthe Ex-Dividend Date or any announcement by the Company that such distribution will not take place; provided, that a Holder may not convert its Debentures if such Holder may otherwise participate in such distribution without converting its Debentures as a result of holding the Debentures; (ii6) if the Company is a party to a consolidation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of its assets and those of its Subsidiaries taken as a whole that does not constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities and/or other property, at any time beginning 15 calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date which is 15 calendar days after the date that is the actual effective date of such transaction; (7) if a Fundamental Change occurs, at any time beginning on the Business Day following the effective date of the Fundamental Change until 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date relating to such Fundamental Change; or (8) during any the five consecutive Business Day period after immediately following any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Notesthe Debentures, as determined following a request by a Holder holder of the Debentures in accordance with the procedures provided described in Section 9.2(b)10.01(b)(2) hereof, for each day of that such five Trading Day period was less than 9895% of the product of the Closing Sale Price of the Common Stock on such day multiplied by the Conversion Rate. (b) Whenever the Debentures shall become convertible prior to February 1, 2025, upon the satisfaction of one or more of the conditions stated in Sections 10.01(a)(1) and (3)-(8), the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify, in the case of Sections 10.01(a)(1) and 10.01(a)(8), promptly, in the case of Sections 10.01(a)(3), in accordance with Section 3.02, and in the case if Sections 10.01(a)(4), (5), (6) and (7), within the time periods specified in Section 10.01(c), the Trustee, the Conversion Agent and the Holders of the event triggering such convertibility in the manner provided in Section 11.2 of the Original Indenture, and the Company shall also disseminate a press release containing the relevant information and make such information available on the Company’s website or through another public medium as the Company may use at such time. Whenever the Debentures shall become convertible upon the satisfaction of the condition stated in Section 10.01(a)(7), the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall also provide notice of the event triggering such convertibility in accordance with the provisions of Section 4.03. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. (c) In the case of a distribution contemplated by Sections 10.01(a)(4) and (5), the Company shall notify holders of Debentures at least 20 calendar days prior to the Ex-Dividend Date for such distribution (the “Distribution Notice”). In the case of a transaction specified in Sections 10.01(a)(6) and 10(a)(7), the Company shall notify holders of Debentures at least 20 calendar days prior to the anticipated effective date of any transaction. (d) The Trustee shall have no obligation to determine the Trading Price of the Debentures unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a holder of the Debentures makes a request for a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Debentures would be less than 95% of the product of the Closing Sale Price of the Common Stock and the then applicable Conversion Rate. (iii) upon Rate per $1,000 principal amount of Debentures. At such time, the occurrence Company shall instruct the Trustee to determine the Trading Price of a Designated Event or other Make Whole Event, at any time the Debentures beginning on the effective date next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Designated Event or other Make Whole Event and ending on the Debentures for any Trading Day prior is greater than or equal to 95% of the date that is 30 Business Days after product of the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective); (iv) (A) in the event the Company becomes a party to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares Closing Sale Price of the Common Stock would and the Conversion Rate, and to notify the Company accordingly. The Trustee shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Trustee’s duties and obligations pursuant to this Section 10.01(d), and the Company agrees, if requested by the Trustee, to cooperate with, and provide assistance to, the Trustee in carrying out its duties under this Section 10.01(d). Upon determination of the Trading Price, the Trustee shall notify the Company in writing of such determination. The Trustee shall be under no duty or obligation to determine whether the Debentures are convertible pursuant to Section 10.01(a)(8). For the avoidance of doubt, the Company shall make the calculations described in Section 10.01(a)(8) using the Trading Price provided by the Trustee. (e) If a Holder has submitted any Debentures for repurchase pursuant to Section 4.01 or 4.02, such Debentures may be converted into cashonly if the Holder submits a withdrawal notice in accordance with Section 4.04 prior to 5:00 p.m., securities New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date or other propertyRepurchase Date, in which case as applicable, and if such Debentures are evidenced by a global Debenture, if the Holder complies with appropriate Depositary procedures. (f) A holder of Debentures is not entitled to any rights of a holder of Common Stock until such holder has converted his Debentures to Common Stock, and only to the extent such Debentures are deemed to have been converted to Common Stock under this Article 10. (g) A Holder may surrender Notes for conversion at any time from and after convert a portion of the effective date for Debentures only if the principal amount of such transaction portion is $1,000 or event until the Trading Day prior to the date that is 30 Business Days after the date on which such transaction or event occurs;a multiple of $1,000.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, each Holder shall have the right, at such Holder’s option, to convert the Securities, or any portion of such Securities in a Holder may convert its Notes Principal Amount which is $1,000 or a multiple of $1,000 thereof at the Conversion Rate then in effect, (x) on or after February 19, 2014 through the close of business on the third Business Day immediately preceding the Stated Maturity or (y) prior to the close of business on the Business Day immediately preceding February 19, 2014, but only upon the satisfaction of any time during which of the following conditions are metand only during the periods set forth below: (i) on A Holder may surrender all or a portion of its Securities for conversion during any Business Day in any calendar fiscal quarter commencing at any time after March 31, 2008, (and only during such calendar fiscal quarter) commencing after May 31, if2007, as if the Last Reported Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days in a (whether or not consecutive) during the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is more greater than or equal to 130% of the applicable Conversion Price in effect on the last day of the immediately preceding calendar quarter;each applicable Trading Day. (ii) A Holder may surrender its Securities for conversion during any the five consecutive Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount Principal Amount of NotesSecurities, as determined following a request by a Holder in accordance with the procedures provided set forth in this Section 9.2(b6.01(a)(ii), for each day of that such period was less than 9897% of the product of the Closing Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate on each such day. In connection with any conversion in accordance with this Section 6.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 Principal Amount of Securities would be less than 97% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Promptly after receiving such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 Principal Amount of Securities is greater than or equal to 97% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 Principal Amount of Securities will be deemed to be less than 97% of the product of the last reported sale price and the applicable conversion rate on each day the Company fails to do so. If the Trading Price condition in the first sentence of this Section 6.01(a)(ii) has been met, the Company shall so notify the Holders. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 Principal Amount of Securities is greater than 97% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders. (iii) upon If the occurrence Company elects to: (A) issue to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of Common Stock at less than the average of the Last Reported Sale Prices of a Designated Event share of Common Stock for the 10 consecutive Trading Day period ending on the Business Day preceding the announcement of such issuance; or (B) distribute to all or other Make Whole Eventsubstantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Business Day preceding the declaration date for such distribution, then, in each case, the Company shall notify the Holders, in the manner provided in Section 1.06, at least 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Securities for conversion at any time beginning until the earlier of 5:00 p.m., New York City time, on the effective date of the Designated Event or other Make Whole Event and ending on the Trading Business Day immediately prior to such Ex-Dividend Date or the date Company’s announcement that is 30 Business Days after such distribution will not take place, even if the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting Securities are not otherwise convertible at such event becomes effective);time. (iv) (A) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without, for the avoidance of doubt, giving effect to the exception in the event last paragraph of the definition thereof relating to Publicly Traded Securities), the Company becomes a party to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other propertyshall notify Holders, in which case a Holder the manner provided in Section 1.06, at least 47 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes Securities for conversion at any time from and until 15 calendar days after the actual effective date for of such transaction or event (or, if such transaction also constitutes a Fundamental Change, until the Trading Day prior to the date that is 30 Business Days after the date on which such transaction or event occurs;related Fundamental Change Purchase Date, if later).

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXSupplemental Indenture, a each Holder may of Notes shall have the right, at such Holder’s option, to convert its Notes the principal amount of any such Notes, or any portion of such principal amount that is $2,000 or an integral multiple of $1,000 in excess thereof, into cash at the applicable Conversion Rate then in effect, (x) prior to the Close of Business on the Business Day immediately preceding February 1, 2012, only upon satisfaction of one or more of the conditions described in clauses (i) through (iv) below and (y) on or after February 1, 2012, at any time during which prior to the following Close of Business on the second Scheduled Trading Day immediately preceding May 1, 2012 irrespective of the conditions are metdescribed in clauses (i) through (iv) below: (i) Prior to the Close of Business on any the Business Day in immediately preceding February 1, 2012, a Holder of Notes may surrender all or a portion of its Notes for conversion into cash during any calendar fiscal quarter commencing at any time after March 31, 2008, (and only during such calendar fiscal quarter) commencing after June 30, if, as 2009 if the Last Reported Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days in a (whether or not consecutive) during the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is more greater than or equal to 130% of the applicable Conversion Price in effect on the last day of the immediately preceding calendar quarter;each applicable Trading Day. (ii) Prior to the Close of Business on the Business Day immediately preceding February 1, 2012, a Holder of Notes may surrender its Notes for conversion into cash during any the five consecutive Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures provided set forth in this Section 9.2(b4.01(a)(ii), for each day of that such period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate (the “Trading Price Condition”). The Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company, and the Company shall have no obligation to make such request unless a Holder of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Promptly (but in any event within two Business Days) after receiving such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes beginning on the next Trading Day after the Company has delivered such instructions and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 principal amount of the Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each day the Company fails to do so. If the Trading Price Condition has been met, the Company shall so notify Holders, the Trustee and the Conversion Agent. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the holders of the Notes, the Trustee and the Conversion Agent. (iii) upon If the occurrence Company elects to: (A) issue to all or substantially all holders of Common Stock certain rights or warrants entitling them for a Designated Event or other Make Whole Event, at any time beginning on period of not more than 45 calendar days after the effective announcement date of such issuance to subscribe for or purchase shares of Common Stock at a price per share less than the Designated Event or other Make Whole Event and average of the Last Reported Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in each case, the Company shall notify the Holders of the Notes, in the manner provided in Section 16.04 of the Base Indenture, at least 30 Scheduled Trading Days prior to the date Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender Notes for conversion into cash at any time until the earlier of the Close of Business, on the Business Day immediately prior to such Ex-Dividend Date and the Company’s announcement that is 30 Business Days after such issuance or distribution will not take place, even if the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting Notes are not otherwise convertible at such event becomes effective);time. (iv) (A) in If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the event right to require the Company becomes to purchase the Notes pursuant to Article 3 hereof, or if the Company is a party to any transaction or event (including but not limited to any a consolidation, merger or merger, binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which transfer or lease of all or substantially all shares of the Company’s assets, pursuant to which the Common Stock would be converted into cash, securities or other propertyassets, in which case a Holder Holders may surrender Notes for conversion into cash at any time from and after the date that is the later of (i) 40 Scheduled Trading Days prior to the anticipated effective date for of such transaction or event and (ii) the date the Company publicly announces such date until the Trading Day prior to the date that is 30 Business 45 Trading Days after the actual effective date on which of such transaction (or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date). The Company will publicly announce and shall notify Holders and the Trustee as promptly as practicable following the date the Company determines the anticipated effective date of such transaction. If a Holder converts its Notes prior to the Close of Business on the Business Day immediately preceding the actual effective date of any transaction described in this Section 4.01(a)(iv) and the relevant Conversion Date occurs prior to February 1, 2012, irrespective of whether one or event occurs;more other conditions to conversion described in Section 4.01 have been satisfied, such conversion will be deemed to have occurred pursuant to this Section 4.01(a)(iv). (b) Notes may not be converted into cash after the Close of Business on the second Scheduled Trading Day immediately preceding May 1, 2012.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXthe Indenture, a each Holder may convert its Notes shall have the right, at such Holder’s option, at any time during following the Issue Date of the Notes hereunder through the close of business on the third Scheduled Trading Day immediately prior to the Stated Maturity to convert the Principal Amount of any such Notes, or any portion of such Principal Amount which is $1,000 or an integral multiple thereof at the Conversion Rate then in effect, (x) on or after November 15, 2014, without regard to the conditions described in clauses (i) through (iv) below and (y) prior to November 15, 2014, only upon the satisfaction of any of the following conditions are metconditions: (i) on any Business Day in A Holder may surrender all or a portion of its Notes for conversion during any calendar quarter commencing at any time after March 31, 2008, (and only during such calendar quarter) commencing after June 30, if, as of 2008 if the last day of Last Reported Sale Price for the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days in a during the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is more greater than or equal to 130% of the applicable Conversion Price in effect on the last day of the immediately preceding calendar quarter;each such Trading Day. (ii) A Holder may surrender its Notes for conversion during any the five consecutive Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures provided set forth in this Section 9.2(b6.01(a)(ii), for each day of that such period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate. In connection with any conversion in accordance with this Section 6.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes unless requested by the Company; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Promptly after receiving such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. The Company shall notify the Trustee and the Holders, in the manner provided in Section 11.02 of the Base Indenture, promptly upon determining (i) that the condition to convertibility of the Notes set forth in this Section 6.01(a)(ii) has been met and (ii) at any time after the condition to convertibility of the Notes set forth in this Section 6.01(a)(ii) has been met, that the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. (iii) upon In the occurrence event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights entitling them to purchase, for a Designated Event or other Make Whole Event, at any time beginning on period expiring within 60 days after the effective date of the Designated Event or other Make Whole Event and distribution, shares of Common Stock at less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day prior to preceding the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting announcement of such event becomes effective);issuance; or (ivB) (A) in the event the Company becomes a party distribute to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock would be converted into cashon the Trading Day preceding the declaration date for such distribution, securities or other propertythen, in each case, the Company shall notify the Holders, in the manner provided in Section 11.02 of the Base Indenture, at least 65 Scheduled Trading Days prior to the first date upon which case a Holder sale of Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of Common Stock to its buyer (the “Ex-Dividend Date”) or, if later, the Company shall notify the Holders on which the Company sets the Ex-Dividend Date for such distribution; provided, that in the event that the Ex-Dividend Date for such distribution is less than 65 Scheduled Trading Days from the date of the Company’s notice, the Company will set the Ex-Dividend Date for such distribution in a manner that, subject to applicable law, provides as much notice as possible to Holders of the Notes. Once the Company has given such notice, Holders may surrender Notes for conversion at any time from and after until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place, even if the Notes are not otherwise convertible at such time. (iv) (A) If the Company is party to a Fundamental Change, the Company shall notify Holders, in the manner provided in Section 11.02 of the Base Indenture, at least 65 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes for conversion at any time until 35 calendar days after the actual effective date of such transaction or event or, if later, until the Trading Day related Fundamental Change Repurchase Date. (b) Notwithstanding the foregoing, a Note 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 Note may be converted only if such notice of exercise is withdrawn in accordance with Article 5 hereof prior to the date that is 30 close of business on the Business Days after Day immediately preceding the date on which such transaction or event occurs;Fundamental Change Repurchase Date.

Right to Convert. (a) Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 12.12, and upon compliance with the provisions of this Article IXIndenture, a Holder may convert its each holder of Convertible Notes shall have the right, at his or her option, at any time during on or before the close of business on the last Trading Day prior to the Maturity Date (except that, with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate at the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 4.06)) to convert the principal amount of any Convertible Note held by such holder, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in effect at such time, only under the following conditions are metcircumstances: (i1) on any Business Day in during any calendar quarter commencing at any time beginning after March December 31, 20082006, and only during such calendar quarter, if, as of the last day of the immediately preceding calendar quarter, the Closing Volume Weighted Average Price per share of the Common Stock for at least twenty 20 Trading Days in a the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately such preceding calendar quarter is was more than 130150% of the applicable Conversion Price on the last day of the immediately such preceding calendar quarterquarter (the “Conversion Trigger Price”); (ii2) during any five consecutive Business Trading Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Convertible Notes, as determined following a request by a Holder holder in accordance with the procedures provided described below in Section 9.2(b12.01(d)(ii), for each day of that period was less than 98% of the product of (x) the Volume Weighted Average Price of the Common Stock for each day in that period and (y) the Conversion Rate per $1,000 principal amount of Convertible Notes; (3) if the Company distributes to all holders of Common Stock rights or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, Common Stock at less than the Closing Price of the Common Stock and on the then applicable Conversion Rate.day of issuance; (iii4) upon if the occurrence Company distributes to all holders of Common Stock, assets, debt securities or rights to purchase the Company’s securities, which distribution has a per share value exceeding 7.5% of the Volume Weighted Average Price of the Common Stock on the Business Day preceding the declaration date for such distribution; (5) if a Designated Event (or other Make Whole Event, at any time beginning on an event that would have been a Designated Event but for the effective date existence of the Designated Event proviso in the definition of Change of Control) occurs or other Make Whole Event and ending on the Trading Day prior is anticipated to the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs occur (or on which the transaction constituting such event becomes effectiveas further described in clause (h)); (iv6) at any time after the Company delivers a Conversion Termination Notice to the holders as further described in Section 12.13; or (A7) at any time during the period beginning 60 days prior to, but excluding, any scheduled Designated Event Payment Date or the Maturity Date. Notwithstanding the foregoing, even if the Convertible Notes are otherwise convertible as set forth in Section 12.01(a)(1), 12.01(a)(2), 12.01(a)(3), 12.01(a)(4) and 12.01(a)(6), the Convertible Notes shall not be convertible unless the Convertible Notes are convertible pursuant to Sections 12.01(a)(5), or 12.01(a)(7) if, at the time a holder of Convertible Notes tenders its Convertible Notes for conversion, there exists a default or event of default under the Credit Agreement. The inability of a holder to convert its Convertible Notes because of this restriction set forth in the event immediately preceding sentence will not constitute a Default or an Event of Default under this Indenture. If the Convertible Notes would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a holder tenders its Convertible Notes for conversion, the Company becomes will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If, despite the Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting holder and return such holder’s Convertible Notes and any related notice of conversion will be deemed to be revoked to the extent of such returned Convertible Notes. The Company will not make any dividend or distribution of the type referred to in Sections 12.01(a)(3) or 12.01(a)(4) or deliver a party Conversion Termination notice to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) the holders pursuant to which all Section 12.13 to the extent that a holder would be unable to convert such Convertible Note and receive such dividend or substantially all shares distribution, if applicable, as a result of the Common Stock would be converted into cashconversion restrictions set forth in this Section 12.01(a). (b) In the case of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), securities or other propertythe Company shall notify holders at least 20 days prior to the ex-dividend date for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, in which case a Holder holders may surrender their Convertible Notes for conversion at any time from until the earlier of the close of business on the last Trading Day preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), holders may not convert the Convertible Notes if the holders will otherwise participate in such distribution without converting their Convertible Notes. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Convertible Notes to become convertible pursuant to clauses (3) or (4) of Section 12.01(a). (c) In the case of a transaction contemplated by clause (5) of section 12.01(a), the Company will notify the holders and Trustee at least 15 Trading Days prior to the anticipated Designated Event Date of any Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Designated Event will occur until a date that is within 15 Trading Days before the anticipated Designated Event Effective Date or other applicable event, the Company will notify the holders and the Trustee promptly after the effective date Company has knowledge of such Designated Event or such other event. Holders may surrender Convertible Notes for such transaction conversion at any time beginning 15 Trading Days before the anticipated Designated Event Date of a Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) and until the Trading Day prior to the date of the Designated Event Payment Date (or other applicable event). (i) For each calendar quarter of the Company, beginning with the calendar quarter beginning at any time after December 31, 2006, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of the previous calendar quarter, whether the Convertible Notes are convertible pursuant to clause (1) of Section 12.01(a), and, if so, will notify the Trustee and the Company in writing. Upon request of the Conversion Agent, the Company shall provide, or cause to be provided to, the Conversion Agent the Volume Weighted Average Price per share of Common Stock for the 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter. (ii) The Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Convertible Notes and whether the Convertible Notes are convertible pursuant to clause (2) of Section 12.01(a) unless the Company has requested such determination in writing; and the Company shall have no obligation to make such request unless a holder of Convertible Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Convertible Notes would be less than 98% of the product of the Volume Weighted Average Price of the Common Stock and the Conversion Rate per $1,000 principal amount of Convertible Notes. At such time, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Convertible Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Convertible Notes is 30 greater than 98% of the product of the Volume Weighted Average Price of the Common Stock and the Conversion Rate per $1,000 principal amount of the Convertible Notes. (e) The conversion rights pursuant to this Article 12 shall commence on the initial issuance date of the Convertible Notes and expire at the close of business on the Business Day immediately preceding the Maturity Date, but shall be exercisable only during the time periods specified with respect to each circumstance pursuant to which the Convertible Notes become convertible. If a Convertible is submitted or presented for purchase upon a Designated Event pursuant to Section 4.06, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Designated Event Payment Date for such Convertible Note (unless the Company shall fail to make the Designated Event payment when due in accordance with Section 4.06, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Convertible Note is purchased). If a Convertible Note is convertible as a result of a Designated Event, such conversion right shall commence and terminate as set forth in Section 12.01(c). Convertible Notes in respect of which a Designated Event Offer has been delivered may not be surrendered for conversion pursuant to this Article 12 prior to a valid withdrawal of such Designated Event Notice in accordance with the provisions of Section 4.06. (f) Provisions of this Indenture that apply to conversion of all of a Convertible Note also apply to conversion of a portion of a Convertible Note. (g) A holder of Convertible Notes is not entitled to any rights of a holder of Common Stock until such holder has converted its Convertible Notes into Common Stock, and only to the extent such Convertible Notes are deemed to have been converted into Common Stock pursuant to this Article 12. (h) If there shall have occurred a Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) (other than a Change of Control where 10% or more of the fair market value of the consideration for the Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) in the corporation transaction consists of (i) cash (not including cash payments for fractional shares), (ii) other property or (iii) securities that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market), then the Conversion Rate per $1,000 principal amount of Convertible Notes otherwise in effect in respect of Convertible Notes for which a conversion notice is received by the Conversion Agent during the period beginning 15 Trading Days after before the date announced by the Company as the anticipated Designated Event Date and ending at the close of business on the Trading Day immediately preceding the Designated Event Payment Date shall be increased by the amount, if any, determined by reference to the table below, based on the Designated Event Date and the Stock Price of such Designated Event; provided that if the Stock Price or Designated Event Date are not set forth on the table: (i) if the actual Stock Price on the Designated Event Date is between two Stock Prices on the table or the actual Designated Event Date is between two Designated Event Dates on the table, the amount of the Conversion Rate adjustment will be determined by a straight-line interpolation between the adjustment amounts set forth for the two Stock Prices and the two Designated Event Dates on the table based on a 365-day year, as applicable, (ii) if the Stock Price on the Designated Event Date exceeds $20.00 per share, subject to adjustment as set forth herein, no adjustment to the applicable Conversion Rate will be made, and (iii) if the Stock Price on the Designated Event Date is less than $5.27 per share, subject to adjustment as set forth herein, no adjustment to the applicable Conversion Rate will be made. If holders of the Common Stock receive only cash in the Designated Event, the Stock Price shall be the cash amount paid per share of the Common Stock in connection with the Designated Event. Otherwise, the Stock Price shall be equal to the Volume Weighted Average Price of the Common Stock for each of the 10 Trading Days immediately preceding, but not including, the applicable Designated Event Date. The following table shows the amount, if any, by which the applicable Conversion Rate will increase for each Stock Price and Designated Event Effective Date set forth below: $ 5.27 60.8 60.8 60.8 60.8 60.8 $ 6.50 39.6 39.6 38.3 36.1 32.6 $ 8.00 24.9 24.9 22.6 18.9 3.8 $ 9.50 16.8 16.1 135. 9.9 0.0 $ 11.00 12.2 11.3 8.7 5.3 0.0 $ 12.50 9.7 8.6 5.8 3.0 0.0 $ 14.00 8.7 7.7 5.2 2.7 0.0 $ 15.50 7.8 6.9 4.7 2.4 0.0 $ 17.00 7.3 6.3 4.3 2.2 0.0 $ 18.50 6.6 5.8 3.9 2.0 0.0 $ 20.00 6.1 5.4 3.6 1.9 0.0 The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Convertible Notes is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such transaction adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Conversion Rate adjustment amounts set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 12.05 hereof, other than as a result of an adjustment of the Conversion Rate by virtue of the provisions of this Section 12.01(h). Notwithstanding the foregoing, in no event will the conversion rate exceed 182.01213 per $1,000 principal amount of Convertible Notes, other than on account of proportional adjustments to the Conversion Rate in the manner set forth in Section 12.05 below. (i) Except as set forth in Section 12.02, by delivering the amount of cash and, if applicable, the number of shares of Common Stock issuable on conversion to the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Convertible Notes so converted and its obligation to pay accrued and unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or event occurs;forfeited). (j) If a holder has delivered a Notice that it wishes to have its Convertible Notes repurchased in accordance with Section 4.06, the holder may not surrender such Convertible Note for conversion until the holder has withdrawn such notice in accordance with Section 4.06.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, each Holder shall have the right, at such Holder’s option, to convert its Securities, or any portion of its Securities such that the principal amount that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding May 1, 2025, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after May 1, 2025, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date. (i) Prior to the Close of Business on the Business Day immediately preceding May 1, 2025, a Holder may convert surrender its Notes Securities for conversion at any time during which the following conditions are met: (i) on any Business Day in any calendar quarter commencing at any time after March the calendar quarter ending on December 31, 2008, 2022 (and only during such calendar quarter, if, as ) if the Last Reported Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days in a (whether or not consecutive) during the period of the thirty 30 consecutive Trading Days ending on on, and including, the last Trading Day of the immediately preceding calendar quarter is more greater than 130or equal to 110% of the applicable Conversion Price in effect on the last day of the immediately preceding calendar quarter;each applicable Trading Day. (ii) Prior to the Close of Business on the Business Day immediately preceding May 1, 2025, a Holder may surrender all or any portion of its Securities for conversion at any time during any the five consecutive Business Day period after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of NotesSecurities, as determined following a request by a Holder of at least $1,000,000 principal amount of Securities in accordance with the procedures provided set forth in Section 9.2(bthis subsection (b)(ii), for each day Trading Day of that period such Measurement Period was less than 98% of the product of (1) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the then applicable definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of at least $1,000,000 principal amount of Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion RateRate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this subsection (b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion set forth in this subsection (b)(ii) has been met, the condition to conversion set forth in this subsection (b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such condition ceases to be met. The Company will initially act as Bid Solicitation Agent. (iii) upon If, prior to the occurrence Close of a Designated Event or other Make Whole Event, at any time beginning Business on the effective Business Day immediately preceding May 1, 2025, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Designated Event Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration received by the Company as described in Section 14.04(b)); or (B) distribute to all or other Make Whole Event and ending substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the date Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Securities for conversion at any time until the earlier of (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that is 30 such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to this subsection (b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms, as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business Days after on the date Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on which the Designated Event Ex-Dividend Date for such issuance or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective);distribution. (iv) If (A) in a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the event Close of Business on the Business Day immediately preceding May 1, 2025, regardless of whether a Holder has the right to require the Company becomes to repurchase the Securities as described under Article 15, or (B) the Company is a party to any transaction or event (including but not limited to any a consolidation, merger or merger, binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which transfer or lease of all or substantially all shares of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common Stock would be converted into cash, securities or other propertyassets, in which case all or any portion of a Holder Holder’s Securities may surrender Notes be surrendered for conversion at any time from and or after the effective date for of the transaction or event until 35 Trading Days after such effective date or, if such transaction or event also constitutes a Fundamental Change, until the Trading Day prior to related Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date that is 30 Business Days after the date on which of such transaction or event occurs;event. (c) Notwithstanding any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, a each Holder may convert its Notes shall have the right, at such Holder’s option, at any time during following the Issue Date of the Securities hereunder through the close of business on the second Scheduled Trading Day immediately prior to the Stated Maturity to convert the Principal Amount of any such Securities, or any portion of such Principal Amount which is $1,000 or an integral multiple thereof at the Conversion Rate then in effect, (x) on or after November 15, 2011, without regard to the conditions described in clauses (i) through (iv) below and (y) prior to November 15, 2011, only upon the satisfaction of any of the following conditions are metconditions: (i) on A Holder may surrender all or a portion of its Securities for conversion during any Business Day in any calendar fiscal quarter (and only during such fiscal quarter) commencing at any time after March 31, 2008, and only during such calendar quarter, if, as of 2007 if the last day of Last Reported Sale Price for the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days in a during the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is more greater than or equal to 130% of the applicable Conversion Price in effect on the such last day of the immediately preceding calendar quarter;Trading Day. (ii) A Holder may surrender its Securities for conversion during any the five consecutive Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of NotesSecurities, as determined following a request by a Holder in accordance with the procedures provided set forth in this Section 9.2(b6.01(a)(i), for each day of that such period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate. In connection with any conversion in accordance with this Section 6.01(a)(i), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Promptly after receiving such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. (iii) upon In the occurrence event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights entitling them to purchase, for a Designated Event or other Make Whole Event, at any time beginning on period expiring within 60 days after the effective date of the Designated Event or other Make Whole Event and distribution, shares of Common Stock at less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of Directors in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the declaration date for such distribution, then, in each case, the Company shall notify the Holders, in the manner provided in Section 13.02, at least 20 Scheduled Trading Days prior to the date Ex Date for such distribution. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex Date or the Company’s announcement that is 30 Business Days after such distribution will not take place, even if the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting Securities are not otherwise convertible at such event becomes effective);time. (iv) (A) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without, for the avoidance of doubt, giving effect to the proviso set forth in the event definition thereof relating to Publicly Traded Securities), the Company becomes a party to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities or other propertyshall notify Holders, in which case a Holder the manner provided in Section 13.02, at least 20 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes Securities for conversion at any time from and until 20 calendar days after the actual effective date of such transaction. If a Fundamental Change of the type described in clause (1) or (5) in the definition thereof occurs, Holders may surrender Securities for conversion at any time beginning on the actual effective date of such transaction or event Fundamental Change until the Trading Day prior to and including the date that is 30 Business Days 20 calendar days after the actual effective date of such transaction or, if later, until the related Fundamental Change Repurchase Date. (b) For purposes of this Section 6.01, and notwithstanding the definitions contained in Section 1.01, the term “Trading Day” shall mean a day during which (A) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange or market on which such transaction the Common Stock is listed or event occurs;admitted for trading, (B) there is no Market Disruption Event and (C) a Last Reported Sale Price is available on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock (or other security for which a Last Reported Sale Price must be determined for purposes of this Section 6.01) is not listed or admitted for trading on a U.S. national or regional securities exchange or market, then, for purposes of this Section 6.01, “Trading Day” shall mean a Business Day.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, each Holder of Securities shall have the right, at such Holder’s option, to convert the principal amount of any such Securities, or any portion of such principal amount equal to $1,000 or a Holder may convert its Notes multiple of $1,000 thereof, at the Conversion Rate in effect on the Conversion Date for such Securities, (x) prior to the close of business on the Business Day immediately preceding May 15, 2015, only upon satisfaction of one or more of the conditions described in clauses (i) through (iv) below and (y) on or after May 15, 2015, at any time during which prior to the following close of business on the second Scheduled Trading Day immediately preceding November 15, 2015 irrespective of the conditions are metdescribed in clauses (i) through (iv) below: (i) Prior to the close of business on any the Business Day in immediately preceding May 15, 2015, a Holder of Securities may surrender all or a portion of its Securities for conversion during any calendar fiscal quarter commencing at any time after March 31, 2008, (and only during such calendar fiscal quarter) commencing after December 31, if, as 2009 if the Last Reported Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty 20 Trading Days in a (whether or not consecutive) during the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is more greater than or equal to 130% of the applicable Conversion Price in effect on each applicable Trading Day. The Company shall notify the last day of Trustee and the immediately preceding calendar quarter;Conversion Agent if the Securities become convertible in accordance with this Section 12.01(a)(i). (ii) Prior to the close of business on the Business Day immediately preceding May 15, 2015, a Holder of Securities may surrender its Securities for conversion during any the five consecutive Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of NotesSecurities, as determined following a request by a Holder of Securities in accordance with the procedures provided set forth in this Section 9.2(b12.01(a)(ii), for each day Trading Day of that such period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Stock and the then Conversion Rate on such Conversion Date (the “Trading Price Condition”). The Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities in accordance with this Section 12.01(a)(ii) unless requested by the Company, and the Company shall have no obligation to make such request unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. The Company shall instruct the Bid Solicitation Agent to determine (or, if the Company is then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price of the Securities beginning on the next Trading Day promptly following the receipt of such evidence and on each successive Trading Day until such Trading Day on which the Trading Price per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain (or, if the Company is then acting as Bid Solicitation Agent, the Company does not obtain) bids when required, the Trading Price per $1,000 principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each day the Company fails to do so. If the Trading Price Condition has been met, the Company shall so notify Holders, the Trustee and the Conversion Agent. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the holders of the Securities, the Trustee and the Conversion Agent. (iii) upon If the occurrence Company elects to: (A) issue to all or substantially all holders of Common Stock certain rights or warrants entitling them to purchase, for a period expiring within 60 days after the announcement date of such issuance, shares of Common Stock at less than the average of the Last Reported Sale Prices of a Designated Event or other Make Whole Event, at any time beginning on share of Common Stock for the effective date of the Designated Event or other Make Whole Event and 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in each case, the Company shall notify the Holders of the Securities at least 50 Scheduled Trading Days prior to the date Ex-Dividend Date for such issuance. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until the earlier of the close of business on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that is 30 Business Days after such issuance or distribution will not take place, even if the date on which Securities are not otherwise convertible at such time. Notwithstanding the Designated Event foregoing, a Holder of Securities may not convert its Securities under the provisions of this Section 12.01(a)(iii) if such Holder will participate in such issuance or other Make Whole Event occurs (or on which distribution, at the transaction constituting same time and upon the same terms as a holder of Common Stock, as if such event becomes effective);Holder held, for each $1,000 principal amount of Securities, a number of shares of Common Stock equal to the Conversion Rate in effect immediately prior to the Ex-Dividend Date. (iv) (A) in If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the event right to require the Company becomes to purchase the Securities pursuant to Article XI hereof, or if the Company is a party to any transaction or event (including but not limited to any a consolidation, merger or merger, binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which sale, transfer or lease of all or substantially all shares of the Company’s assets, in each case, pursuant to which the Common Stock would be converted into cash, securities or other propertyassets, in which case a Holder Holders may surrender Notes Securities for conversion at any time from and or after the effective date for such transaction or event until the which is 50 Scheduled Trading Day Days prior to the anticipated effective date that is 30 Business of such transaction until 35 Trading Days after the actual effective date on which of such transaction or (or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date). The Company shall notify Holders and the Trustee as promptly as practicable following the date the Company publicly announces such transaction, but in no event occurs;less than 50 Scheduled Trading Days prior to the anticipated effective date of such transaction (b) Securities may not be converted after the close of business on the second Scheduled Trading Day immediately preceding November 15, 2015.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, a each Holder may shall have the right, at such Holder’s option, to convert all or any portion of its Notes (if a portion, such that the principal amount of such Notes converted equals $1.00 or an integral multiple of $1.00) at an initial Conversion Rate of 360.0334 shares of Common Stock per $1,000 aggregate principal amount of Notes into the Settlement Amount determined in accordance with Section 4.03(a)(ii) at any time during which until the following conditions are met:Close of Business on the Business Day immediately preceding the stated Maturity Date; provided that the portion of the principal amount of a Holder’s Notes to be converted must be such that the principal amount not converted equals $1.00 or an integral multiple of $1.00. (i) on any Business Day in any calendar quarter commencing at any time after March 31, 2008, and only during such calendar quarter, ifIf the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the last day Common Stock (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 45 calendar days after the declaration date for such issuance, shares of the immediately preceding calendar quarterCommon Stock, at a price per share that is less than the average of the Closing Price per share Sale Prices of the Common Stock for at least twenty Trading Days in a the 10 consecutive Trading-Day period of ending on, and including, the thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is more than 130made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the applicable Conversion Price on the last day of the immediately preceding calendar quarter; (ii) during any five consecutive Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures provided in Section 9.2(b), for each day of that period was less than 98% of the product of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the then applicable Ex-Dividend Date for such distribution, to the Holders at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. (ii) If a transaction or event that constitutes a Fundamental Change occurs, to the extent practicable, the Company shall give notice to Holders of the anticipated effective date for such transaction or event not more than 50 Scheduled Trading Days nor less than 30 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event at least 30 Scheduled Trading Days prior to the anticipated effective date, within two Business Days of the date upon which the Company receives notice, or otherwise becomes aware of such transaction or event (but in no event later than the actual effective date of such transaction or event). Neither the Trustee nor the Conversion RateAgent shall have any obligation (x) to determine whether the condition described in this Section 4.01(b)(ii) has occurred or (y) to verify the Company’s determination regarding such condition. (iii) upon the occurrence of a Designated Event or other Make Whole Event, at any time beginning on the effective date of the Designated Event or other Make Whole Event and ending on the Trading Day prior to the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective); (iv) (A) in the event If the Company becomes is a party to any transaction or event (including but not limited to any a consolidation, merger or binding share exchangeexchange or a sale, assignment, conveyance, transfer, lease or other than a change resulting from a subdivision or combination) pursuant to which disposition of all or substantially all shares of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property, the Company shall notify Holders at least 30 Scheduled Trading Days prior to the anticipated effective date of such transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether the condition described in this Section 4.01(b)(iii) has occurred or (y) to verify the Company’s determination regarding such condition. For the avoidance of doubt, any references to Common Stock described in this Section 4.01, including those in Section 4.01(c), shall give effect to, among other things, the provisions of Section 4.07. (c) Notwithstanding anything herein to the contrary: (i) The Company shall not effect any conversion of a Note to Common Stock (including in connection with the Mandatory Conversion), and a Holder shall not have the right to convert any portion of any Note to Common Stock (x) at any time prior to the Initial Stockholder Meeting Date, and (y) from any after the Initial Stockholder Meeting Date to the extent that, after giving effect to such conversion, such Holder, any person having beneficial ownership of shares of Common Stock owned by the Holder, or such Holder together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (any such person other than Holder, including any group of which Holder is a member, an “Additional Restricted Ownership Person”), would beneficially own in excess of the Restricted Ownership Percentage (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and any Additional Restricted Ownership Person shall include the number of shares of Common Stock issuable upon conversion of the principal amount of Notes with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of Notes beneficially owned by such Holder or any Additional Restricted Ownership Person and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any Additional Restricted Ownership Person. Except as set forth in the preceding sentence, for purposes of this Section 4.01(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. (ii) To the extent that the limitation contained in this Section 4.01(c)(i) applies, the determination of whether the Notes are convertible (in relation to other securities owned by such Holder together with any Additional Restricted Ownership Person) and of how much principal amount of Notes are convertible shall be in the sole discretion of such Holder, and the submission of a Conversion Notice shall be deemed to be such Holder’s determination of whether the applicable Notes may be converted (in relation to other securities owned by such Holder together with any Additional Restricted Ownership Person) and how much principal amount of Notes are convertible, in each case subject to the Restricted Ownership Percentage. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4.01(c), in determining the number of outstanding shares of Common Stock, a Holder may surrender Notes rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the transfer agent for conversion at the Company’s Common Stock setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any time from and case, the number of outstanding shares of Common Stock shall be determined after the effective date for such transaction or event until the Trading Day prior giving effect to the date that is 30 Business Days after conversion or exercise of securities of the Company, including the Notes, by such Holder or its Additional Restricted Ownership Persons since the date on as of which such transaction or event occurs;number of outstanding shares of Common Stock was reported.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, a Holder may convert its Notes at any time prior to 5:00 p.m., New York City time, on the Trading Day immediately preceding the Stated Maturity, the holder of any Note shall have the right, at such holder’s option, to convert each $1,000 Principal Amount of the Notes and integral multiples thereof, into cash or a combination of cash and fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) at the Conversion Rate in effect at such time, subject to Section 15.01(d), by surrender of the Note so to be converted in whole or in part, together with any required funds, under the circumstances described in this Section 15.01 and in the manner provided in Section 15.02. The Notes shall be convertible only during which the following conditions are metperiods upon the occurrence of one of the following events: (i) on any Business Day in (A) during any calendar quarter commencing at any time after March 31, 2008, (and only during such calendar quarter) commencing after December 31, if2004 and before January 1, as 2020, if the Last Reported Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty Trading Days in a during the period of the thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is more greater than 130or equal to 125% of the applicable Conversion Price on such last Trading Day or (B) at any time on or after January 1, 2020 if the last day Last Reported Sale Price of the immediately preceding calendar quarterCommon Stock on any date on or after December 31, 2019 is greater than or equal to 125% of the applicable Conversion Price; (ii) during any the five consecutive Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of NotesNote, as determined following a request by a Holder holder in accordance with the procedures provided in Section 9.2(b)described below, for each day of that period was is less than 98% of the product of the Closing applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the then applicable Conversion Rate.for each day during such period; (iii) upon in the occurrence event that the Company calls any or all of a Designated Event or other Make Whole Eventthe Notes for redemption, at any time beginning prior to 5:00 p.m., New York City time, on the effective second Trading Day immediately preceding the Redemption Date at which time the right to convert such Notes will expire, unless the Company fails to pay the Redemption Price; provided that only those Notes that are called for redemption may be converted following such an event; or (iv) as provided in Section (b) of this Section 15.01. (b) In addition, if: (i) (A) the Company distributes to all holders of Common Stock rights or warrants entitling them to subscribe for or purchase (for a period expiring within 45 calendar days of the date of the Designated Event or other Make Whole Event and ending distribution) shares of Common Stock at less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of the distribution, or (B) the Company distributes to all holders of Common Stock, assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value as determined by the Board of Directors and set forth in a Board Resolution exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Notes may be surrendered for conversion at any time on and after the date that the Company gives notice to the holders of such distribution, which shall be not less than 20 Business Days prior to the date that is 30 Ex-Dividend Date for such distribution, until the earlier of 5:00 p.m., New York City time, on the Business Days after Day immediately preceding, but not including, the Ex-Dividend Date or the date on which the Designated Event or other Make Whole Event occurs (or on which Company publicly announces that such distribution will not take place; provided that no holder may convert Notes in accordance with this Section 15.01(b)(i) if the transaction constituting holder will otherwise participate in such event becomes effective)distribution without conversion as a result of holding the Notes; (ivii) (A) in the event the Company becomes consolidates with or merges with or into another Person, is a party to any transaction or event (including but not limited to any consolidation, merger or a binding share exchangeexchange or conveys, other than a change resulting from a subdivision transfers, sells, leases or combination) pursuant to which otherwise disposes of all or substantially all shares of its assets, in each case pursuant to which the Common Stock would be converted into (A) cash or property other than securities, or (B) cash, securities or other property, provided that in which the case of clause (B), such transaction also constitutes a Holder Fundamental Change, then the Notes may surrender Notes be surrendered for conversion at any time from beginning fifteen calendar days prior to the anticipated effective date of the transaction until and including the date which is fifteen calendar days after the actual effective date (“Effective Date”) of the transaction (or if such consolidation, merger, share exchange or transfer also constitutes a Fundamental Change, until the Fundamental Change Repurchase Date corresponding to such Fundamental Change). The Board of Directors shall determine the anticipated Effective Date of the transaction, and such determination shall be conclusive and binding on the holders and shall be publicly announced by the Company by publication on its Web site or through such other public medium as it may use at that time not later than two Business Days prior to such 15th calendar day; (c) Whenever the Notes shall become convertible pursuant to this Section 15.01, the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify the holders of the event triggering such convertibility in the manner provided in Section 17.03, and the Company shall also publicly announce such information by publication on the Company’s Web site or through such other public medium as it may use at such time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In connection with any conversion pursuant to Section 15.01(a)(ii), the Bid Solicitation Agent shall have no obligation to obtain the bids necessary for the Company to determine the Trading Price per Note unless the Company has requested it to do so, and the Company shall have no obligation to make such transaction or event request unless so requested by a holder. At such time, the Company will instruct the Bid Solicitation Agent to obtain the bids so that the Company can determine the Trading Price per Note beginning on the next Trading Day and on each successive Trading Day until the Trading Day Price per Note is greater than or equal to 98% of the product of the Conversion Rate and the Last Reported Sale Price of the Common Stock. The Company or its designated agent shall determine on a daily basis during the last ten Trading Days of each calendar quarter (until such day, if any, as the Notes are determined to be convertible) whether the Notes shall be convertible as a result of the occurrence of an event specified in Section 15.01(a)(i) and, if the Notes shall be so convertible, the Company shall promptly deliver to the Conversion Agent written notice thereof. The Trustee shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Trustee’s duties and obligations pursuant to this Section 15.01, and the Company agrees, if requested by the Trustee, to cooperate with, and provide assistance to, the Trustee in carrying out its duties under this Section 15.01; provided, however, that nothing herein shall be construed to relieve the Trustee of its duties pursuant to Section 15.01 hereof. (d) A Note in respect of which a holder is electing to exercise its option to require repurchase upon a Fundamental Change pursuant to Section 3.05 or repurchase pursuant to Section 3.06 may be converted only if such holder withdraws its election in accordance with Section 3.08(d). A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his Notes into Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article 15. (e) If a Noteholder elects to convert its notes in connection with a specified corporate transaction pursuant to Section 15.01(b) that occurs prior to November 1, 2009, and the corporate transaction also constitutes a Fundamental Change, such Noteholder will be entitled to receive, in addition to the cash or combination of cash and shares of Common Stock, as the case may be, equal to the Conversion Rate per $1,000 Principal Amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”) as described below, provided that if the Stock Price is greater than $65.00 or less than $14.74 (subject in each case to adjustment as described below), the number of Additional Shares shall be zero. The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the Effective Date and the Stock Price; provided that if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. The Stock Prices set forth in the first row of the table in Schedule A hereto and set forth in the first paragraph of this Section 15.01(e) will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the date that adjustment giving rise to the Stock Price adjustment and the denominator of which is 30 Business Days after the date on which such transaction or Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner as the Conversion Rate as set forth Section 15.05. Notwithstanding the foregoing, in no event occurs;will the total number of shares of Common Stock issuable upon conversion exceed 67.8426 per $1,000 Principal Amount of Notes, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 15.05.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IX, a A Holder may convert its Notes for Common Stock at any time during which the following conditions are met: (ia) if, in any Conversion Period on any Business Day in any calendar quarter commencing at any time after March 31date on or prior to October 1, 20082018, and only during such calendar quarter, if, as the Last Reported Sale Price of the last day of the immediately preceding calendar quarter, the Closing Price per share of Common Stock for at least twenty Trading Days in a period of the thirty consecutive Trading Days ending on the last Trading Day first day of such Conversion Period was more than 120% of the immediately preceding calendar quarter applicable Conversion Price; (b) if, on any date after October 1, 2018, the Last Reported Sale Price of the Common Stock is more than 130120% of the applicable Conversion Price on (and, in such event, the last day Notes shall be convertible into Common Stock at any time thereafter, subject to the conditions of the immediately preceding calendar quarterthis Article IX); (iic) during any period in which both (A) the credit rating assigned to the Notes by Xxxxx'x Investors Service, Inc. is Caa1 or lower and (B) the credit rating assigned to the Notes by Standard & Poor's Ratings Services is CCC+ or lower; (d) during any period in which neither Xxxxx'x Investors Services, Inc. (or its successors) nor Standard & Poors Rating Services (or its successors) continues to assign credit ratings to the Notes; (e) in the event that the Company calls the Notes for redemption, at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date; (f) for the five consecutive Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount average of Notes, the closing trading prices for the Notes (as determined following a request by a Holder in accordance with the procedures provided in Section 9.2(b), Bid Solicitation Agent) for each day of that period such five Trading Day Period was less than 9897% of the product of average Conversion Value for the Closing Notes during that period; provided, however, that if such Trading Day period ends after October 1, 2018 and, on the Conversion Date, the Last Reported Sale Price of the Common Stock is greater than the applicable Conversion Price and less than or equal to 120% of the applicable Conversion Price, a Note is surrendered for conversion and the then applicable Conversion Rate. (iii) upon Notes are not otherwise convertible, the occurrence of a Designated Event or other Make Whole EventCompany may satisfy such conversion, at its option, in cash, Common Stock or a combination of cash and Common Stock with a value equal to the principal amount of such Note to be converted (any time beginning on the effective date such Common Stock so utilized to satisfy such conversion pursuant to this proviso will be valued at 100% of the Designated Event or other Make Whole Event and average of the Last Reported Sale Prices of the Common Stock for the five Trading Days ending on the third Trading Day prior to preceding the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effectiveConversion Date); (ivg) (A) in the event the Company becomes a party to any transaction or event (including but not limited to any a consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) exchange pursuant to which all or substantially all shares of the Common Stock would be converted into cash, securities cash or property (other propertythan securities), in which case a Holder may surrender Notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date for such the transaction or event until the Trading Day prior to the date that is 30 Business Days 15 days after the actual effective date on which of such transaction or event occurs;transaction; or

Right to Convert. (a) Subject to and upon compliance with the provisions of this Article IXIndenture, a Holder may convert its Notes at any time during which the periods from, and including, December 1, 2023, until the close of business on the Business Day immediately preceding the Maturity Date, the Holder of any Securities not previously repurchased shall have the right, at such Holder’s option, to convert the Securities held by such Holder, or any portion of such principal amount that is an integral multiple of $1,000, into cash and, if applicable, fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) as described in Section 10.13, at the Conversion Rate in effect at such time, by surrender of the Securities so to be converted in whole or in part, together with any required funds as set forth in Section 2.03, under the circumstances described in this Section 10.01 and in the manner provided in Section 10.02. Holders may convert their Securities at any time during the period from, and including, December 1, 2023 until the close of business on the Business Day immediately preceding the Maturity Date. At any time prior to the close of business on the Business Day immediately preceding December 1, 2023, Holders may convert their Securities only upon the occurrence of one of the following conditions are metevents or during one of the following periods: (i) on any Business Day in date during any calendar quarter commencing at any time beginning after March 31June 30, 2008, 2017 (and only during such calendar quarter), if, as if the Closing Sale Price of the last day Common Stock was more than 130% of the immediately preceding calendar quarter, the Closing then current Conversion Price per share of Common Stock for at least twenty 20 Trading Days (whether or not consecutive) in a the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding previous calendar quarter is more than 130% of as determined by the applicable Conversion Price on the last day of the immediately preceding calendar quarterCompany; (ii) if the Company distributes to all or substantially all holders of the Common Stock rights or warrants (other than pursuant to a stockholder rights plan) entitling them to purchase, for a period of 45 calendar days or less, shares of Common Stock at a price per share of Common Stock less than the average Closing Sale Price per share of the Common Stock for the ten Trading Days preceding the declaration date for such distribution; (iii) if the Company distributes to all or substantially all holders of the Common Stock, cash or other assets, debt securities or rights to purchase the Company’s securities (other than pursuant to a stockholder rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price per share of the Common Stock on the Trading Day preceding the declaration date for such distribution; (iv) if a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to repurchase the Securities as set forth under Section 3.04, or if the Company is party to a Specified Transaction (each such Fundamental Change, Make-Whole Fundamental Change or Specified Transaction, a “Corporate Event”), at any time from and after the date that is 60 Scheduled Trading Days prior to the anticipated effective date of the Corporate Event (or, if later, the Business Day after the Company gives notice of such Corporate Event) until 35 Trading Days after the actual effective date of such Corporate Event or, if such Corporate Event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date, and the Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) (x) as promptly as applicable following the date the Company publicly announces such Corporate Event but in no event less than 60 Scheduled Trading Days prior to the anticipated effective date of such Corporate Event, or (y) if the Company does not have knowledge of such Corporate Event at least 60 Scheduled Trading Days prior to the anticipated effective date of such Corporate Event, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such Corporate Event, but in no event later than the actual effective date of such Corporate Event; (v) during any the five consecutive Business Business-Day period after immediately following any five ten consecutive Trading Trading-Day period in which the Trading Price per $1,000 principal amount of Notesthe Securities, as determined following a request by a Holder in accordance with the procedures provided in Section 9.2(b10.01(b)(ii), for each day of that Trading Day during such ten Trading-Day period was less than 98% of the product of the Closing Sale Price of the Common Stock for each day during such ten Trading-Day period and the then applicable current Conversion RateRate (the “Trading Price Condition”). (iiib) upon (i) The Company shall notify the occurrence of a Designated Event Trustee and the Conversion Agent (if other than the Trustee) in writing on or other Make Whole Event, at any time beginning on the effective date of the Designated Event or other Make Whole Event and ending on the Trading Day prior to the date that is 30 fifth Business Days Day following the first day of each calendar quarter commencing after March 3, 2017 whether the date on which the Designated Event or other Make Whole Event occurs (or on which the transaction constituting such event becomes effective); (iv) (A) in the event the Company becomes a party to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) pursuant to which all or substantially all shares of the Common Stock would Securities may be converted into cash, securities or other property, in which case a Holder may surrender Notes surrendered for conversion at any time from and after the effective date for such transaction or event until the Trading Day prior to the date that is 30 Business Days after the date on which such transaction or event occurs;in accordance with Section 10.01(a)(i).

Right to Convert. (a) Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 12.12, and upon compliance with the provisions of this Article IXIndenture, a Holder may convert its each holder of Convertible Notes shall have the right, at his or her option, at any time during on or before the close of business on the last Trading Day prior to the Maturity Date (except that, with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate at the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 4.06)) to convert the principal amount of any Convertible Note held by such holder, or any portion of such principal amount which is $100 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in effect at such time, only under the following conditions are metcircumstances: (i1) on any Business Day in during any calendar quarter commencing at any time beginning after March December 31, 2008, and only during such calendar quarter, if, as of the last day of the immediately preceding calendar quarter, the Closing Volume Weighted Average Price per share of the Common Stock for at least twenty 20 Trading Days in a the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately such preceding calendar quarter is was more than 130150% of the applicable Conversion Price on the last day of the immediately such preceding calendar quarterquarter (the “Conversion Trigger Price”); (ii2) during any five consecutive Business Trading Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 100 principal amount of Convertible Notes, as determined following a request by a Holder holder in accordance with the procedures provided described below in Section 9.2(b12.01(d)(ii), for each day of that period was less than 98% of the product of (x) the Volume Weighted Average Price of the Common Stock for each day in that period and (y) the Conversion Rate per $100 principal amount of Convertible Notes; (3) if the Company distributes to all holders of Common Stock rights or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, Common Stock at less than the Closing Price of the Common Stock and on the then applicable Conversion Rate.day of issuance; (iii4) upon if the occurrence Company distributes to all holders of Common Stock, assets, debt securities or rights to purchase the Company’s securities, which distribution has a per share value exceeding 7.5% of the Volume Weighted Average Price of the Common Stock on the Business Day preceding the declaration date for such distribution; (5) if a Designated Event (or other Make Whole Event, at any time beginning on an event that would have been a Designated Event but for the effective date existence of the Designated Event proviso in the definition of Change of Control) occurs or other Make Whole Event and ending on the Trading Day prior is anticipated to the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs occur (or on which the transaction constituting such event becomes effectiveas further described in clause (h)); (iv6) at any time after the Company delivers a Conversion Termination Notice to the holders as further described in Section 12.13; or (A7) at any time during the period beginning 60 days prior to, but excluding, any scheduled Designated Event Payment Date or the Maturity Date. Notwithstanding the foregoing, even if the Convertible Notes are otherwise convertible as set forth in Section 12.01(a)(1), 12.01(a)(2), 12.01(a)(3), 12.01(a)(4) and 12.01(a)(6), the Convertible Notes shall not be convertible unless the Convertible Notes are convertible pursuant to Sections 12.01(a)(5), or 12.01(a)(7) if, at the time a holder of Convertible Notes tenders its Convertible Notes for conversion, there exists a default or event of default under the Credit Agreement. The inability of a holder to convert its Convertible Notes because of this restriction set forth in the event immediately preceding sentence will not constitute a Default or an Event of Default under this Indenture. If the Convertible Notes would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a holder tenders its Convertible Notes for conversion, the Company becomes will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If, despite the Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting holder and return such holder’s Convertible Notes and any related notice of conversion will be deemed to be revoked to the extent of such returned Convertible Notes. The Company will not make any dividend or distribution of the type referred to in Sections 12.01(a)(3) or 12.01(a)(4) or deliver a party Conversion Termination notice to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) the holders pursuant to which all Section 12.13 to the extent that a holder would be unable to convert such Convertible Note and receive such dividend or substantially all shares distribution, if applicable, as a result of the Common Stock would be converted into cashconversion restrictions set forth in this Section 12.01(a). (b) In the case of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), securities or other propertythe Company shall notify holders at least 20 days prior to the ex-dividend date for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, in which case a Holder holders may surrender their Convertible Notes for conversion at any time from until the earlier of the close of business on the last Trading Day preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), holders may not convert the Convertible Notes if the holders will otherwise participate in such distribution without converting their Convertible Notes. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Convertible Notes to become convertible pursuant to clauses (3) or (4) of Section 12.01(a). (c) In the case of a transaction contemplated by clause (5) of section 12.01(a), the Company will notify the holders and Trustee at least 15 Trading Days prior to the anticipated Designated Event Date of any Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Designated Event will occur until a date that is within 15 Trading Days before the anticipated Designated Event Effective Date or other applicable event, the Company will notify the holders and the Trustee promptly after the effective date Company has knowledge of such Designated Event or such other event. Holders may surrender Convertible Notes for such transaction conversion at any time beginning 15 Trading Days before the anticipated Designated Event Date of a Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) and until the Trading Day prior to the date that is of the Designated Event Payment Date (or other applicable event). (d) (i) For each calendar quarter of the Company, beginning with the calendar quarter beginning at any time after December 31, 2008, the Conversion Agent, on behalf of the Company, will determine, on the first Business Day following the last Trading Day of the previous calendar quarter, whether the Convertible Notes are convertible pursuant to clause (1) of Section 12.01(a), and, if so, will notify the Trustee and the Company in writing. Upon request of the Conversion Agent, the Company shall provide, or cause to be provided to, the Conversion Agent the Volume Weighted Average Price per share of Common Stock for the 30 Business consecutive Trading Days after ending on the date on which such transaction or event occurs;last Trading Day of the preceding calendar quarter.

Right to Convert. (a) Subject to the obligation and the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 12.12, and upon compliance with the provisions of this Article IXIndenture, a Holder may convert its each holder of Convertible Notes shall have the right, at his or her option, at any time during on or before the close of business on the last Trading Day prior to the Maturity Date (except that, with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate at the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 4.06)) to convert the principal amount of any Convertible Note held by such holder, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in effect at such time, only under the following conditions are metcircumstances: (i1) on any Business Day in during any calendar quarter commencing at any time beginning after March December 31, 2008, and only during such calendar quarter, if, as of the last day of the immediately preceding calendar quarter, the Closing Volume Weighted Average Price per share of the Common Stock for at least twenty 20 Trading Days in a the period of the thirty 30 consecutive Trading Days ending on the last Trading Day of the immediately such preceding calendar quarter is was more than 130150% of the applicable Conversion Price on the last day of the immediately such preceding calendar quarterquarter (the “Conversion Trigger Price”); (ii2) during any five consecutive Business Trading Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Convertible Notes, as determined following a request by a Holder holder in accordance with the procedures provided described below in Section 9.2(b12.01(d)(ii), for each day of that period was less than 98% of the product of (x) the Volume Weighted Average Price of the Common Stock for each day in that period and (y) the Conversion Rate per $1,000 principal amount of Convertible Notes; (3) if the Company distributes to all holders of Common Stock rights or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, Common Stock at less than the Closing Price of the Common Stock and on the then applicable Conversion Rate.day of issuance; (iii4) upon if the occurrence Company distributes to all holders of Common Stock, assets, debt securities or rights to purchase the Company’s securities, which distribution has a per share value exceeding 7.5% of the Volume Weighted Average Price of the Common Stock on the Business Day preceding the declaration date for such distribution; (5) if a Designated Event (or other Make Whole Event, at any time beginning on an event that would have been a Designated Event but for the effective date existence of the Designated Event proviso in the definition of Change of Control) occurs or other Make Whole Event and ending on the Trading Day prior is anticipated to the date that is 30 Business Days after the date on which the Designated Event or other Make Whole Event occurs occur (or on which the transaction constituting such event becomes effectiveas further described in clause (h)); (iv6) at any time after the Company delivers a Conversion Termination Notice to the holders as further described in Section 12.13; or (A7) at any time during the period beginning 60 days prior to, but excluding, any scheduled Designated Event Payment Date or the Maturity Date. Notwithstanding the foregoing, even if the Convertible Notes are otherwise convertible as set forth in Section 12.01(a)(1), 12.01(a)(2), 12.01(a)(3), 12.01(a)(4) and 12.01(a)(6), the Convertible Notes shall not be convertible unless the Convertible Notes are convertible pursuant to Sections 12.01(a)(5), or 12.01(a)(7) if, at the time a holder of Convertible Notes tenders its Convertible Notes for conversion, there exists a default or event of default under the Credit Agreement. The inability of a holder to convert its Convertible Notes because of this restriction set forth in the event immediately preceding sentence will not constitute a Default or an Event of Default under this Indenture. If the Convertible Notes would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a holder tenders its Convertible Notes for conversion, the Company becomes will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If, despite the Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting holder and return such holder’s Convertible Notes and any related notice of conversion will be deemed to be revoked to the extent of such returned Convertible Notes. The Company will not make any dividend or distribution of the type referred to in Sections 12.01(a)(3) or 12.01(a)(4) or deliver a party Conversion Termination notice to any transaction or event (including but not limited to any consolidation, merger or binding share exchange, other than a change resulting from a subdivision or combination) the holders pursuant to which all Section 12.13 to the extent that a holder would be unable to convert such Convertible Note and receive such dividend or substantially all shares distribution, if applicable, as a result of the Common Stock would be converted into cashconversion restrictions set forth in this Section 12.01(a). (b) In the case of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), securities or other propertythe Company shall notify holders at least 20 days prior to the ex-dividend date for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, in which case a Holder holders may surrender their Convertible Notes for conversion at any time from until the earlier of the close of business on the last Trading Day preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. In the event of a distribution contemplated by clauses (3) and (4) of Section 12.01(a), holders may not convert the Convertible Notes if the holders will otherwise participate in such distribution without converting their Convertible Notes. The Company will provide written notice to the Conversion Agent as soon as reasonably practicable of any anticipated or actual event or transaction that will cause or causes the Convertible Notes to become convertible pursuant to clauses (3) or (4) of Section 12.01(a). (c) In the case of a transaction contemplated by clause (5) of section 12.01(a), the Company will notify the holders and Trustee at least 15 Trading Days prior to the anticipated Designated Event Date of any Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Designated Event will occur until a date that is within 15 Trading Days before the anticipated Designated Event Date or other applicable event, the Company will notify the holders and the Trustee promptly after the effective date Company has knowledge of such Designated Event or such other event. Holders may surrender Convertible Notes for such transaction conversion at any time beginning 15 Trading Days before the anticipated Designated Event Date of a Designated Event (or an event that would have been a Designated Event but for the existence of the proviso in the definition of Change of Control) and until the Trading Day prior to the date that is of the Designated Event Payment Date (or other applicable event). (d) (i) For each calendar quarter of the Company, beginning with the calendar quarter beginning at any time after December 31, 2008, the Company will determine, on the first Business Day following the last Trading Day of the previous calendar quarter, whether the Convertible Notes are convertible pursuant to clause (1) of Section 12.01(a), and, if so, will notify the Trustee in writing. Upon request of the Conversion Agent, the Company shall provide, or cause to be provided to, the Conversion Agent the Volume Weighted Average Price per share of Common Stock for the 30 Business consecutive Trading Days after ending on the date on which such transaction or event occurs;last Trading Day of the preceding calendar quarter.