Exhibit 4.1


 


	 
  



 CALAMP CORP. 

 

AND 

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,

 

as Trustee

 

INDENTURE 

 

Dated as of May 6, 2015


 

 

1.625% Convertible Senior
Notes due 2020 



	 
  










	TABLE OF
  CONTENTS




				      	Page
	ARTICLE
    1
	Definitions
	   
	Section 1.01.	      
      	Definitions		1
	Section
      1.02.		References to Interest		12
	 
	ARTICLE
    2
	Issue, Description, Execution, Registration and
      Exchange of Notes
	  
	Section 2.01.		Designation and
    Amount		12
	Section
      2.02.		Form of Notes		13
	Section 2.03.		Date and Denomination of Notes;
      Payments of Interest and Defaulted Amounts		13
	Section
      2.04.		Execution, Authentication and Delivery of
    Notes	 	15
	Section 2.05.		Exchange and Registration of
      Transfer of Notes; Restrictions on Transfer; Depositary		16
	Section
      2.06.		Mutilated, Destroyed, Lost or Stolen Notes		22
	Section 2.07.		Temporary Notes		23
	Section
      2.08.		Cancellation of Notes Paid, Converted, Etc.		23
	Section 2.09.		CUSIP Numbers		24
	Section
      2.10.		Additional Notes; Repurchases		24
	  
	ARTICLE
    3
	Satisfaction and Discharge
	  
	Section 3.01.		Satisfaction and
      Discharge		24
	  
	ARTICLE
    4
	Particular Covenants of the
Company
	   
	Section 4.01.		Payment of Principal and
      Interest		25
	Section
      4.02.		Maintenance of Office or Agency		25
	Section 4.03.		Appointments to Fill Vacancies
      in Trustee’s Office		26
	Section
      4.04.		Provisions as to Paying Agent		26
	Section 4.05.	 	Existence		27
	Section
      4.06.		Rule 144A Information Requirement and Annual
      Reports		27
	Section 4.07.		Stay, Extension and Usury
      Laws		29
	Section
      4.08.		Compliance Certificate; Statements as to
    Defaults		29
	Section 4.09.		Further Instruments and
      Acts		30



i 







	ARTICLE 5
	Lists of Holders and Reports by the Company
      and the Trustee
			   		
	Section
      5.01.		Lists of Holders		30
	Section
      5.02.		Preservation and Disclosure of Lists		30
	   
	ARTICLE
    6
	Defaults
      and Remedies
	  
	Section 6.01.	       
      	Events of Default	       
      	30
	Section
      6.02.		Acceleration; Rescission and Annulment		32
	Section 6.03.		Additional
Interest		33
	Section
      6.04.		Payments of Notes on Default; Suit Therefor		33
	Section 6.05.		Application of Monies Collected
      by Trustee		35
	Section
      6.06.	 	Proceedings by Holders		36
	Section 6.07.		Proceedings by
    Trustee		37
	Section
      6.08.		Remedies Cumulative and Continuing		37
	Section 6.09.		Direction of Proceedings and
      Waiver of Defaults by Majority of Holders		37
	Section
      6.10.		Notice of Defaults		38
	Section 6.11.		Undertaking to Pay
      Costs		38
	  
	ARTICLE
    7
	Concerning
      the Trustee
	  
	Section 7.01.		Duties and Responsibilities of
      Trustee		38
	Section
      7.02.		Reliance on Documents, Opinions, Etc.		40
	Section 7.03.		No Responsibility for Recitals,
      Etc.		41
	Section 7.04.		Trustee, Paying Agents, Conversion Agents, Bid Solicitation
      Agent or Note Registrar May Own Notes		41
	Section 7.05.		Monies to Be Held in
      Trust		42
	Section
      7.06.		Compensation and Expenses of Trustee		42
	Section 7.07.		Officer’s Certificate as
      Evidence		43
	Section
      7.08.		Eligibility of Trustee		43
	Section 7.09.		Resignation or Removal of
      Trustee		43
	Section
      7.10.		Acceptance by Successor Trustee		44
	Section 7.11.		Succession by Merger,
      Etc.		45
	Section
      7.12.		Trustee’s Application for Instructions from the
      Company		45
	  
	ARTICLE
    8
	Concerning
      the Holders
	  
	Section 8.01.		Action by Holders		46
	Section
      8.02.		Proof of Execution by Holders		46
	Section 8.03.		Who Are Deemed Absolute
      Owners		46
	Section
      8.04.		Company-Owned Notes Disregarded		47
	Section 8.05.		Revocation of Consents; Future Holders
      Bound		47



ii 








	ARTICLE
    9
	Holders’ Meetings
	  
	Section 9.01.	      	Purpose of
Meetings	      	47
	Section
      9.02.		Call of Meetings by Trustee		48
	Section 9.03.		Call of Meetings by Company or
      Holders		48
	Section
      9.04.		Qualifications for Voting		48
	Section 9.05.	 	Regulations	 	48
	Section
      9.06.		Voting		49
	Section 9.07.		No Delay of Rights by
      Meeting		49
	  
	ARTICLE
    10
	Supplemental Indentures
	  
	Section 10.01.		Supplemental Indentures Without
      Consent of Holders		50
	Section
      10.02.		Supplemental Indentures with Consent of
    Holders		51
	Section 10.03.		Effect of Supplemental
      Indentures		52
	Section
      10.04.		Notation on Notes		52
	Section 10.05.		Evidence of Compliance of
      Supplemental Indenture to Be Furnished Trustee		52
	 
	ARTICLE
    11
	Consolidation, Merger, Sale, Conveyance and
      Lease
	 
	Section 11.01.		Company May Consolidate, Etc. on
      Certain Terms		52
	Section
      11.02.		Successor Corporation to Be Substituted		53
	Section 11.03.		Opinion of Counsel to Be Given
      to Trustee		53
	 
	ARTICLE
    12
	Immunity of Incorporators, Stockholders,
      Officers and Directors
	 
	Section 12.01.		Indenture and Notes Solely
      Corporate Obligations		54
	 
	ARTICLE
    13
	Intentionally Omitted
	  
	ARTICLE
    14
	Conversion of Notes
	  
	Section 14.01.		Conversion
    Privilege		54
	Section
      14.02.		Conversion Procedures; Settlement Upon
      Conversion		57
	Section 14.03.		Increased Conversion Rate
      Applicable to Certain Notes Surrendered in Connection with Make-Whole
      Fundamental Changes		61



iii 







	Section 14.04.	       
      	Adjustment of Conversion
      Rate	       
      	63
	Section
      14.05.		Adjustments of Prices		73
	Section 14.06.		Shares to Be Fully
      Paid		73
	Section 14.07.		Effect of Recapitalizations, Reclassifications and Changes
      of the Common Stock		73
	Section 14.08.	 	Certain Covenants		75
	Section
      14.09.		Responsibility of Trustee		76
	Section 14.10.		Notice to Holders Prior to
      Certain Actions		77
	Section
      14.11.		Stockholder Rights Plans		77
	  
	ARTICLE
    15
	Repurchase of Notes at Option of Holders
	  
	Section 15.01.		Intentionally
    Omitted		77
	Section
      15.02.		Repurchase at Option of Holders Upon a Fundamental
      Change		77
	Section 15.03.		Withdrawal of Fundamental Change
      Repurchase Notice		80
	Section
      15.04.		Deposit of Fundamental Change Repurchase
Price		80
	Section 15.05.		Covenant to Comply with
      Applicable Laws Upon Repurchase of Notes		81
	  
	ARTICLE
    16
	No Optional Redemption
	  
	Section
      16.01.		No Optional
    Redemption		82
	  
	ARTICLE
    17
	Miscellaneous Provisions
	  
	Section 17.01.		Provisions Binding on Company’s
      Successors		82
	Section
      17.02.		Official Acts by Successor Corporation		82
	Section 17.03.		Addresses for Notices,
      Etc.		82
	Section
      17.04.		Governing Law; Jurisdiction		83
	Section 17.05.		Evidence of Compliance with
      Conditions Precedent; Certificates and Opinions of Counsel to
      Trustee	 	83
	Section
      17.06.		Legal Holidays		84
	Section 17.07.		No Security Interest
      Created		84
	Section
      17.08.		Benefits of Indenture		84
	Section 17.09.		Table of Contents, Headings,
      Etc.		84
	Section
      17.10.		Authenticating Agent		84
	Section 17.11.		Execution in
      Counterparts		86
	Section
      17.12.		Severability		86
	Section 17.13.		Waiver of Jury
    Trial		86
	Section
      17.14.		Force Majeure		86
	Section 17.15.		Calculations		86
	Section
      17.16.		USA PATRIOT Act		87
	Section 17.17.		Foreign Account Tax Compliance
      Act (FACTA)		87



iv 







EXHIBIT 

	Exhibit
    A	      
    	Form of
      Note	        	A-1
	Exhibit
    B	 	Form of Free
      Transferability Certificate		B-1



v 







INDENTURE dated as of May 6,
2015 between CalAmp Corp., a Delaware corporation, as issuer (the
“Company,” as more fully set forth in Section 1.01), and
The Bank of New York Mellon Trust Company, N.A., a national banking association
organized under the laws of the United States of America, as trustee (the
“Trustee,” as more fully set forth in Section 1.01).


WITNESSETH: 

WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the issuance of its 1.625%
Convertible Senior Notes due 2020 (the “Notes”), initially in an
aggregate principal amount not to exceed $150,000,000 (as may be increased by an
amount equal to the aggregate principal amount of any additional Notes purchased
by the Initial Purchasers pursuant to the exercise of their option to purchase
additional Notes as set forth in the Purchase Agreement), and in order to
provide the terms and conditions upon which the Notes are to be authenticated,
issued and delivered, the Company has duly authorized the execution and delivery
of this Indenture; and 

WHEREAS, the Form of Note, the
certificate of authentication to be borne by each Note, the Form of Notice of
Conversion, the Form of Fundamental Change Repurchase Notice and the Form of
Assignment and Transfer to be borne by the Notes are to be substantially in the
forms hereinafter provided; and 

WHEREAS, all acts and things
necessary to make the Notes, when executed by the Company and authenticated and
delivered by the Trustee or a duly authorized authenticating agent, as in this
Indenture provided, the valid, binding and legal obligations of the Company, and
this Indenture a valid agreement according to its terms, have been done and
performed, and the execution of this Indenture and the issuance hereunder of the
Notes have in all respects been duly authorized. 

NOW, THEREFORE, THIS INDENTURE
WITNESSETH: 

That in order to declare the
terms and conditions upon which the Notes are, and are to be, authenticated,
issued and delivered, and in consideration of the premises and of the purchase
and acceptance of the Notes by the Holders thereof, the Company covenants and
agrees with the Trustee for the equal and proportionate benefit of the
respective Holders from time to time of the Notes (except as otherwise provided
below), as follows: 

ARTICLE 1
Definitions 

Section 1.01. Definitions. The terms defined in this Section 1.01 (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. The words
“herein,” “hereof,” “hereunder” and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision. The terms defined in this Article include the plural as well as the
singular. 







“Additional Interest” means all amounts, if any, payable pursuant to
Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable. 

“Additional Shares” shall have the meaning specified in Section
14.03(a). 

“Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control,” when used
with respect to any specified Person means the power to direct or cause the
direction of the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. Notwithstanding anything to the contrary herein, the determination of
whether one Person is an “Affiliate” of another
Person for purposes of this Indenture shall be made based on the facts at the
time such determination is made or required to be made, as the case may be,
hereunder. 

“Bid Solicitation Agent” means the Person appointed by the Company to
solicit bids for the Trading Price of the Notes in accordance with Section
14.01(b)(i). The Trustee shall initially act as the Bid Solicitation Agent.


“Board of Directors” means the board of directors of the Company or a
committee of such board duly authorized to act for it hereunder. 

“Board Resolution” means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 

“Business Day” means, with respect to any Note, any day other
than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York
is authorized or required by law or executive order to close or be
closed.

“Capital Stock” means, for any entity, any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that entity.


“Cash Settlement” shall have the meaning specified in Section
14.02(a).

“Clause A Distribution” shall have the meaning specified in Section
14.04(c).

“Clause B Distribution” shall have the meaning specified in Section
14.04(c).

“Clause C Distribution” shall have the meaning specified in Section
14.04(c). 

2 







“close of business” means 5:00 p.m. (New York City time).


“Combination Settlement” shall have the meaning specified in Section
14.02(a). 

“Commission” means the U.S. Securities and Exchange Commission. 

“Common Equity” of any Person means Capital Stock of such Person
that is generally entitled (a) to vote in the election of directors of such
Person or (b) if such Person is not a corporation, to vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management or policies of such Person. 

“Common Stock” means the common stock of the Company, par value
$0.01 per share, at the date of this Indenture, subject to Section 14.07.


“Company” shall have the meaning specified in the first paragraph of this
Indenture, and subject to the provisions of Article 11, shall include its
successors and assigns. 

“Company Order” means a written order of the Company, signed by
(a) the Company’s Chief Executive Officer, President, Executive or Senior Vice
President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title “Vice President”) and
(b) any such other Officer designated in clause (a) of this definition or the
Company’s Treasurer or Assistant Treasurer or Secretary or any Assistant
Secretary, and delivered to the Trustee. 

“Conversion Agent” shall have the meaning specified in Section
4.02.

“Conversion Date” shall have the meaning specified in Section
14.02(c).

“Conversion Obligation” shall have the meaning specified in Section
14.01(a). 

“Conversion Price” means as of any time, $1,000, divided by the Conversion Rate as of such time. 

“Conversion Rate” shall have the meaning specified in Section
14.01(a). 

“Corporate Trust Office” means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at The Bank of New York Mellon Trust
Company, N.A., 400 South Hope Street, Suite 400, Los Angeles, CA 90071,
Attention: Corporate Trust Administration, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor trustee (or such other address
as such successor trustee may designate from time to time by notice to the
Holders and the Company). 

“Custodian” means the Trustee, as custodian for The Depository Trust Company, with
respect to the Global Notes, or any successor entity thereto. 

3 







“Daily Conversion Value” means, for each of the 50 consecutive Trading
Days during the relevant Observation Period, 2.0% of the product of (a) the
Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.


“Daily Measurement Value” means the Specified Dollar Amount (if any),
divided by 50. 

“Daily Settlement Amount,” for each of the 50 consecutive Trading Days
during the relevant Observation Period, shall consist of: 

(a) cash in an amount equal
to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion
Value on such Trading Day; and 

(b) if the Daily Conversion
Value on such Trading Day exceeds the Daily Measurement Value, a number of
shares of Common Stock equal to (i) the difference between the Daily Conversion
Value and the Daily Measurement Value, divided by (ii) the Daily
VWAP for such Trading Day. 

“Daily VWAP” means, for each of the 50 consecutive Trading Days during the relevant
Observation Period, the per share volume-weighted average price as displayed
under the heading “Bloomberg VWAP” on Bloomberg page “CAMP <equity> AQR”
(or its equivalent successor if such page is not available) in respect of the
period from the scheduled open of trading until the scheduled close of trading
of the primary trading session on such Trading Day (or if such volume-weighted
average price is unavailable, the market value of one share of the Common Stock
on such Trading Day determined, using a volume-weighted average method, by a
nationally recognized independent investment banking firm retained for this
purpose by the Company). The “Daily VWAP” shall be
determined without regard to after-hours trading or any other trading outside of
the regular trading session trading hours. 

“Default” means any event that is, or after notice or passage of time, or both,
would be, an Event of Default. 

“Defaulted Amounts” means any amounts on any Note (including,
without limitation, the Fundamental Change Repurchase Price, principal and
interest) that are payable but are not punctually paid or duly provided for.


“Depositary” means, with respect to each Global Note, the Person specified in
Section 2.05(c) as the Depositary with respect to such Notes, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, “Depositary” shall mean or
include such successor. 

“Distributed Property” shall have the meaning specified in Section
14.04(c). 

“Effective Date” shall have the meaning specified in Section
14.03(c), except that, as used in Section 14.04 and Section 14.05,
“Effective Date” means the first date on which shares of the
Common Stock trade on the applicable exchange or in the applicable market,
regular way, reflecting the relevant share split or share combination, as
applicable. 

4 







“Event of Default” shall have the meaning specified in Section
6.01. 

“Ex-Dividend Date” means the first date on which shares of the
Common Stock trade on the applicable exchange or in the applicable market,
regular way, without the right to receive the issuance, dividend or distribution
in question, from the Company or, if applicable, from the seller of Common Stock
on such exchange or market (in the form of due bills or otherwise) as determined
by such exchange or market. 

“Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder. 

“Form of Assignment and Transfer” means the “Form of Assignment and Transfer”
attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.


“Form of Fundamental Change Repurchase
Notice” means the “Form of
Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of
Note attached hereto as Exhibit A. 

“Form of Note” means the “Form of Note” attached hereto as
Exhibit A. 

“Form of Notice of Conversion” means the “Form of Notice of Conversion”
attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.


“Fundamental Change” shall be deemed to have occurred at the time
after the Notes are originally issued if any of the following occurs:


(a) a “person” or
“group”  within the meaning of Section 13(d) of the Exchange Act, other than the Company,  its Wholly Owned
Subsidiaries and the employee benefit plans of the Company and  its Wholly Owned Subsidiaries, files a Schedule TO or any
schedule, form or  report under the Exchange Act that discloses that such person or group has  become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under  the Exchange Act, of the Company’s Common Equity
representing more than 50% of  the voting power of the Company’s Common Equity or the Company becomes aware  that such a
filing is required but has not been made;

(b) the consummation of (i)
any recapitalization, reclassification or change of the Common Stock (other than
changes resulting from a subdivision or combination or any recapitalization,
reclassification or change of the Common Stock pursuant to a transaction
described in subclause (ii) below) as a result of which the Common Stock would
be converted into, or exchanged for, stock, other securities, other property or
assets; (ii) any share exchange, consolidation or merger of the Company pursuant
to which the Common Stock will be converted into or exchanged for cash,
securities or other property or assets; or (iii) any sale, lease or other
transfer in one transaction or a series of transactions of all or substantially
all of the consolidated assets of the Company and its Subsidiaries, taken as a
whole, to any Person other than one of the Company’s Wholly Owned Subsidiaries;
provided, however, that a transaction described in subclause (ii)
in which the holders of all classes of the Company’s Common Equity immediately
prior to such transaction own, directly or indirectly, more than 50% of all
classes of Common Equity of the continuing or surviving corporation or
transferee or the parent thereof immediately after such transaction in
substantially the same proportions as such ownership immediately prior to such
transaction shall not be a Fundamental Change pursuant to this clause (b);

5 








(c) the stockholders of the
Company approve any plan or proposal for the liquidation or dissolution of the
Company; or 

(d) the Common Stock (or other
common stock underlying the Notes) ceases to be listed or quoted on any of The
New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global
Market (or any of their respective successors); 

provided, however, that a
transaction or transactions described in clause (b) above (whether or not giving
effect to the proviso thereto) shall not constitute a Fundamental Change if at
least 90% of the consideration received or to be received by the common
stockholders of the Company, excluding cash payments for fractional shares and
cash payments made in respect of dissenters’ appraisal rights, in connection
with such transaction or transactions consists of shares of common stock that
are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global
Select Market or The NASDAQ Global Market (or any of their respective
successors) or will be so listed or quoted when issued or exchanged in
connection with such transaction or transactions and as a result of such
transaction or transactions the Notes become convertible into such
consideration, excluding cash payments for fractional shares and cash payments
made in respect of dissenters’ appraisal rights (subject to the provisions of
Section 14.02(a)). In addition, a transaction or event that constitutes a
Fundamental Change under both clause (a) and (b) above shall be deemed to
constitute a Fundamental Change solely under clause (b). 

“Fundamental Change Company Notice” shall have the meaning specified in Section
15.02(c). 

“Fundamental Change Repurchase Date” shall have the meaning specified in Section
15.02(a). 

“Fundamental Change Repurchase
Notice” shall have the meaning
specified in Section 15.02(b)(i). 

“Fundamental Change Repurchase
Price” shall have the meaning
specified in Section 15.02(a). 

“Global Note” shall have the meaning specified in Section 2.05(b). 

6 







“Holder,” as applied to any Note, or other similar terms (but excluding the term
“beneficial holder”), means any Person in whose name at the time a particular
Note is registered on the Note Register. 

“Indenture” means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented. 

“Initial Purchasers” means J.P. Morgan Securities LLC, Jefferies LLC,
Canaccord Genuity Inc., B. Riley & Co., LLC, Northland Securities, Inc. and
First Analysis Securities Corp. 

“Interest Payment Date” means each May 15 and November 15 of each year,
beginning on November 15, 2015. 

“Last Reported Sale Price” of the Common Stock on any date means the
closing sale price per share (or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on that date as reported
in composite transactions for the principal U.S. national or regional securities
exchange on which the Common Stock is traded. If the Common Stock is not listed
for trading on a U.S. national or regional securities exchange on the relevant
date, the “Last Reported Sale
Price” shall be the last quoted
bid price for the Common Stock in the over-the-counter market on the relevant
date as reported by OTC Markets Group Inc. or a similar organization. If the
Common Stock is not so quoted, the “Last Reported Sale Price”
shall be the average of the mid-point of the last bid and ask prices for the
Common Stock on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Company for this
purpose. 

“Make-Whole Fundamental Change” means any transaction or event that constitutes
a Fundamental Change (as defined in this Article 1 and determined after giving
effect to any exceptions to or exclusions from such definition, but without
regard to the proviso in clause (b) of
the definition thereof). 

“Market Disruption Event” means, for the purposes of determining amounts
due upon conversion (a) a failure by the primary U.S. national or regional
securities exchange or market on which the Common Stock is listed or admitted
for trading to open for trading during its regular trading session or (b) the
occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled
Trading Day for the Common Stock for more than one half-hour period in the
aggregate during regular trading hours of any suspension or limitation imposed
on trading (by reason of movements in price exceeding limits permitted by the
relevant stock exchange or otherwise) in the Common Stock or in any options
contracts or futures contracts relating to the Common Stock. 

“Maturity Date” means May 15, 2020. 

“Measurement Period” shall have the meaning specified in Section
14.01(b)(i). 

7 







“Merger Event” shall have the meaning specified in Section
14.07(a). 

“Note” or “Notes” shall have the meaning specified in the first
paragraph of the recitals of this Indenture. 

“Note Register” shall have the meaning specified in Section
2.05(a).

“Note Registrar” shall have the meaning specified in Section
2.05(a).

“Notice of Conversion” shall have the meaning specified in Section
14.02(b). 

“Observation Period” with respect to any Note surrendered for
conversion means: (i) if the relevant Conversion Date occurs prior to November
15, 2019, the 50 consecutive Trading Day period beginning on, and including, the
second Trading Day immediately succeeding such Conversion Date; and (ii) if the
relevant Conversion Date occurs on or after November 15, 2019, the 50
consecutive Trading Days beginning on, and including, the 52nd Scheduled Trading
Day immediately preceding the Maturity Date. 

“Offering Memorandum” means the preliminary offering memorandum dated
April 29, 2015, as supplemented by the related pricing term sheet dated April
30, 2015, relating to the offering and sale of the Notes. 

“Officer” means, with respect to the Company, the President, the Chief Executive
Officer, the Treasurer, the Secretary, any Executive or Senior Vice President or
any Vice President (whether or not designated by a number or numbers or word or
words added before or after the title “Vice President”). 

“Officer’s Certificate,” when used with respect to the Company, means a
certificate that is delivered to the Trustee and that is signed by an Officer of
the Company. Each such certificate shall include the statements provided for in
Section 17.05 if and to the extent required by the provisions of such Section.
The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be
the principal executive, financial or accounting officer of the Company.


“open of business” means 9:00 a.m. (New York City time).


“Opinion of Counsel” means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or other counsel
acceptable to the Trustee, that is delivered to the Trustee, which opinion may
contain customary exemptions and qualifications as to the matters set forth
therein. Each such opinion shall include the statements provided for in Section
17.05 if and to the extent required by the provisions of such Section 17.05.


8 







“outstanding,” when used with reference to Notes, shall, subject to the provisions of
Section 8.04, mean, as of any particular time, all Notes authenticated and
delivered by the Trustee under this Indenture, except: 

(a) Notes theretofore
canceled by the Trustee or accepted by the Trustee for cancellation; 

(b) Notes, or portions
thereof, that have become due and payable and in respect of which monies in the
necessary amount shall have been deposited in trust with the Trustee or with any
Paying Agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent); 

(c) Notes that have been
paid pursuant to Section 2.06 or Notes in lieu of which, or in substitution for
which, other Notes shall have been authenticated and delivered pursuant to the
terms of Section 2.06 unless proof satisfactory to the Trustee is presented that
any such Notes are held by protected purchasers in due course;

(d) Notes converted
pursuant to Article 14 and required to be cancelled pursuant to Section 2.08;
and 

(e) Notes repurchased by
the Company pursuant to the penultimate sentence of Section 2.10.

“Paying Agent” shall have the meaning specified in Section
4.02. 

“Person” means an individual, a corporation, a limited liability company, an
association, a partnership, a joint venture, a joint stock company, a trust, an
unincorporated organization or a government or an agency or a political
subdivision thereof. 

“Physical Notes” means permanent certificated Notes in registered
form issued in denominations of $1,000 principal amount and multiples thereof.


“Physical Settlement” shall have the meaning specified in Section
14.02(a). 

“Predecessor Note” of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of or in exchange for a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note that it replaces.


“Purchase Agreement” means that certain Purchase Agreement, dated as
of April 30, 2015, among the Company and the Initial Purchasers. 

“Record Date” means, with respect to any dividend, distribution or other transaction
or event in which the holders of Common Stock (or other applicable security)
have the right to receive any cash, securities or other property or in which the
Common Stock (or such other security) is exchanged for or converted into any
combination of cash, securities or other property, the date fixed for
determination of holders of the Common Stock (or such other security) entitled
to receive such cash, securities or other property (whether such date is fixed
by the Board of Directors, by statute, by contract or otherwise). 

9 







“Reference Property” shall have the meaning specified in Section
14.07(a). 

“Regular Record Date,” with respect to any Interest Payment Date,
means the May 1 or November 1 (whether or not such day is a Business Day)
immediately preceding the applicable May 15 or November 15 Interest Payment
Date, respectively. 

“Resale Restriction Termination
Date” shall have the meaning
specified in Section 2.05(c). 

“Responsible Officer” means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture. 

“Restricted Securities” shall have the meaning specified in Section
2.05(c).

“Rule 144” means Rule 144 as promulgated under the Securities Act.

“Rule 144A” means Rule 144A as promulgated under the Securities Act. 

“Scheduled Trading Day” means a day that is scheduled to be a Trading
Day 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 is
not so listed or admitted for trading, “Scheduled Trading Day”
means a Business Day. 

“Securities Act” means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder. 

“Settlement Amount” has the meaning specified in Section
14.02(a)(iv). 

“Settlement Method” means, with respect to any conversion of Notes,
Physical Settlement, Cash Settlement or Combination Settlement, as elected (or
deemed to have been elected) by the Company. 

“Settlement Notice” has the meaning specified in Section
14.02(a)(iii). 

“Significant Subsidiary” means a Subsidiary of the Company that meets the
definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X
under the Exchange Act. 

10 







“Specified Dollar Amount” means the maximum cash amount per $1,000
principal amount of Notes to be received upon conversion as specified in the
Settlement Notice related to any converted Notes. 

“Spin-Off” shall have the meaning specified in Section 14.04(c). 

“Stock Price” shall have the meaning specified in Section 14.03(c). 

“Subsidiary” means, with respect to any Person, any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers, general partners or trustees
thereof is at the time owned or controlled, directly or indirectly, by (i) such
Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii)
one or more Subsidiaries of such Person. 

“Successor Company” shall have the meaning specified in Section
11.01(a). 

“Trading Day,” except for determining amounts due upon
conversion pursuant to Section 14.02, means a day on which (i) trading in the
Common Stock (or other security for which a closing sale price must be
determined) generally occurs on The NASDAQ Global Select Market or, if the
Common Stock (or such other security) is not then listed on The NASDAQ Global
Select Market, on the principal other U.S. national or regional securities
exchange on which the Common Stock (or such other security) is then listed or,
if the Common Stock (or such other security) is not then listed on a U.S.
national or regional securities exchange, on the principal other market on which
the Common Stock (or such other security) is then traded and (ii) a Last
Reported Sale Price for the Common Stock (or closing sale price for such other
security) is available on such securities exchange or market; provided that if the Common Stock (or such other security) is not so listed or
traded, “Trading
Day” means a Business Day; and
provided, further, that for purposes
of determining amounts due upon conversion pursuant to Section 14.02 only,
“Trading Day” means a day on which (x) there is no Market
Disruption Event and (y) trading in the Common Stock generally occurs on The
NASDAQ Global Select Market or, if the Common Stock is not then listed on The
NASDAQ Global Select Market, on the principal other U.S. national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not then listed on a U.S. national or regional securities exchange, on
the principal other market on which the Common Stock is then listed or admitted
for trading, except that if the Common Stock is not so listed or admitted for
trading, “Trading
Day” means a Business Day.


“Trading Price” of the Notes on any date of determination means
the average of the secondary market bid quotations obtained in writing by the
Bid Solicitation Agent for $2,000,000 principal amount of Notes at approximately
3:30 p.m., New York City time, on such determination date from three independent
nationally recognized securities dealers the Company selects for this purpose;
provided that if three such bids cannot reasonably be
obtained by the Bid Solicitation Agent but two such bids are obtained, then the
average of the two bids shall be used, and if only one such bid can reasonably
be obtained by the Bid Solicitation Agent, that one bid shall be used. If the
Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000
principal amount of Notes from a nationally recognized securities dealer on any
determination date, then the Trading Price per $1,000 principal amount of Notes
on such determination date 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 of such failure. 

11 







“transfer” shall have the meaning specified in Section 2.05(c). 

“Trigger Event” shall have the meaning specified in Section
14.04(c). 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended, as it was in force at the date of execution of this Indenture;
provided, however, that in the event
the Trust Indenture Act of 1939 is amended after the date hereof, the term
“Trust Indenture Act” shall mean, to the extent required by such amendment, the
Trust Indenture Act of 1939, as so amended. 

“Trustee” means the Person named as the “Trustee” in the first
paragraph of this Indenture until a successor trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
“Trustee” shall mean or include each Person who is then a
Trustee hereunder. 

“unit of Reference Property” shall have the meaning specified in Section
14.07(a). 

“Valuation Period” shall have the meaning specified in Section
14.04(c). 

“Wholly Owned Subsidiary” means, with respect to any Person, any
Subsidiary of such Person, except that, solely for purposes of this definition,
the reference to “50%” in the definition of “Subsidiary” shall be deemed
replaced by a reference to “100%”. 

Section 1.02. References to Interest. Unless the context otherwise requires, any
reference to interest on, or in respect of, any Note in this Indenture shall be
deemed to include Additional Interest if, in such context, Additional Interest
is, was or would be payable pursuant to any of Section 4.06(d), Section 4.06(e)
and Section 6.03. Unless the context otherwise requires, any express mention of
Additional Interest in any provision hereof shall not be construed as excluding
Additional Interest in those provisions hereof where such express mention is not
made. 

ARTICLE 2 
Issue, Description, Execution, Registration and Exchange of Notes


Section 2.01. Designation and Amount. The Notes shall be designated as the “1.625%
Convertible Senior Notes due 2020.” The aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is initially limited to
$150,000,000 (as increased by an amount equal to the aggregate principal amount
of any additional Notes purchased by the Initial Purchasers pursuant to the
exercise of their option to purchase additional Notes as set forth in the
Purchase Agreement), subject to Section 2.10 and except for Notes authenticated
and delivered upon registration or transfer of, or in exchange for, or in lieu
of other Notes to the extent expressly permitted hereunder. 

12 







Section 2.02. Form of Notes. The Notes and the Trustee’s certificate of
authentication to be borne by such Notes shall be substantially in the
respective forms set forth in Exhibit A, the terms and provisions of which shall
constitute, and are hereby expressly incorporated in and made a part of this
Indenture. To the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. In the case of any conflict between this
Indenture and a Note, the provisions of this Indenture shall control and govern.


Any Global Note may be
endorsed with or have incorporated in the text thereof such legends or recitals
or changes not inconsistent with the provisions of this Indenture as may be
required by the Custodian or the Depositary, or as may be required to comply
with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange or automated quotation system upon which
the Notes may be listed or traded or designated for issuance or to conform with
any usage with respect thereto, or to indicate any special limitations or
restrictions to which any particular Notes are subject. 

Any of the Notes may have such
letters, numbers or other marks of identification and such notations, legends or
endorsements as the Officers executing the same may approve (execution thereof
to be conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange or automated quotation system on which the Notes may
be listed or designated for issuance, or to conform to usage or to indicate any
special limitations or restrictions to which any particular Notes are subject.


Each Global Note shall
represent such principal amount of the outstanding Notes as shall be specified
therein and shall provide that it shall represent the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be increased or reduced to reflect repurchases, cancellations, conversions,
transfers or exchanges permitted hereby. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the amount of outstanding
Notes represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in such manner and upon instructions given by the
Holder of such Notes in accordance with this Indenture. Payment of principal
(including the Fundamental Change Repurchase Price, if applicable) of, and
accrued and unpaid interest on, a Global Note shall be made to the Holder of
such Note on the date of payment, unless a record date or other means of
determining Holders eligible to receive payment is provided for herein.


Section 2.03. Date and Denomination of Notes; Payments of
Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without coupons in
denominations of $1,000 principal amount and multiples thereof. Each Note shall
be dated the date of its authentication and shall bear interest from the date
specified on the face of such Note. Accrued interest on the Notes shall be
computed on the basis of a 360-day year composed of twelve 30-day months and,
for partial months, on the basis of the number of days actually elapsed in a
30-day month. 

13 







(b) The
Person in whose name any Note (or its Predecessor Note) is registered on the
Note Register at the close of business on any Regular Record Date with respect
to any Interest Payment Date shall be entitled to receive the interest payable
on such Interest Payment Date. The principal amount of any Note (x) in the case
of any Physical Note, shall be payable at the office or agency of the Company
designated by the Company for such purposes in the Borough of Manhattan, The
City of New York, which shall initially be the office or agency of the Trustee
located in the Borough of Manhattan, The City of New York and (y) in the case of
any Global Note, shall be payable by wire transfer of immediately available
funds to the account of the Depositary or its nominee. The Company shall pay
interest (i) on any Physical Notes (A) to Holders holding Physical Notes having
an aggregate principal amount of $5,000,000 or less, by check mailed to the
Holders of these Notes at their address as it appears in the Note Register and
(B) to Holders holding Physical Notes having an aggregate principal amount of
more than $5,000,000, either by check mailed to each Holder or, upon application
by such a Holder to the Note Registrar not later than the relevant Regular
Record Date, by wire transfer in immediately available funds to that Holder’s
account within the United States, which application shall remain in effect until
the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on
any Global Note by wire transfer of immediately available funds to the account
of the Depositary or its nominee.

(c) Any
Defaulted Amounts shall forthwith cease to be payable to the Holder on the
relevant payment date but shall accrue interest per annum at the rate borne by
the Notes at such time from, and including, such relevant payment date, and such
Defaulted Amounts together with such interest thereon shall be paid by the
Company, at its election in each case, as provided in clause (i) or (ii) below:


(i) The
Company may elect to make payment of any Defaulted Amounts to the Persons in
whose names the Notes (or their respective Predecessor Notes) are registered at
the close of business on a special record date for the payment of such Defaulted
Amounts, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of the Defaulted Amounts proposed to be
paid on each Note and the date of the proposed payment (which shall be not less
than 25 days after the receipt by the Trustee of such notice, unless the Trustee
shall consent to an earlier date), and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount to be
paid in respect of such Defaulted Amounts or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Amounts as in this clause provided.
Thereupon the Company shall fix a special record date for the payment of such
Defaulted Amounts which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment, and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Company shall
promptly notify the Trustee of such special record date and the Trustee, in the
name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Amounts and the special record date therefor to be
delivered to each Holder at its address as it appears in the Note Register, not
less than 10 days prior to such special record date. Notice of the proposed
payment of such Defaulted Amounts and the special record date therefor having
been so delivered, such Defaulted Amounts shall be paid to the Persons in whose
names the Notes (or their respective Predecessor Notes) are registered at the
close of business on such special record date and shall no longer be payable
pursuant to the following clause (ii) of this Section 2.03(c). 

14 







(ii) The
Company may make payment of any Defaulted Amounts in any other lawful manner not
inconsistent with the requirements of any securities exchange or automated
quotation system on which the Notes may be listed or designated for issuance,
and upon such notice as may be required by such exchange or automated quotation
system, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee. 

Section 2.04. Execution, Authentication and Delivery of Notes.
The Notes shall be signed in the
name and on behalf of the Company by the manual or facsimile signature of its
Chief Executive Officer, President, Chief Financial Officer, Treasurer,
Secretary or any of its Executive or Senior Vice Presidents. 

At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Notes executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Notes, and the Trustee
in accordance with such Company Order shall authenticate and deliver such Notes,
without any further action by the Company hereunder. 

Only such Notes as shall bear
thereon a certificate of authentication substantially in the form set forth on
the form of Note attached as Exhibit A hereto, executed manually by an
authorized officer of the Trustee (or an authenticating agent appointed by the
Trustee as provided by Section 17.10), shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee (or such an authenticating agent) upon any Note executed by the Company
shall be conclusive evidence that the Note so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture. 

In case any Officer of the
Company who shall have signed any of the Notes shall cease to be such Officer
before the Notes so signed shall have been authenticated and delivered by the
Trustee, or disposed of by the Company, such Notes nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Notes had not ceased to be such Officer of the Company; and any Note may be
signed on behalf of the Company by such persons as, at the actual date of the
execution of such Note, shall be the Officers of the Company, although at the
date of the execution of this Indenture any such person was not such an Officer.



15 










Section 2.05. Exchange and Registration of Transfer of Notes;
Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office or in any other office or
agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes. Such register shall be in written form or in
any form capable of being converted into written form within a reasonable period
of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and
transfers of Notes as herein provided. The Company may appoint one or more
co-Note Registrars in accordance with Section 4.02. 

Upon surrender for
registration of transfer of any Note to the Note Registrar or any co-Note
Registrar, and satisfaction of the requirements for such transfer set forth in
this Section 2.05, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Notes of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture. 

Notes may be exchanged for
other Notes of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at any such office or agency
maintained by the Company pursuant to Section 4.02. Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes that the Holder making the exchange is
entitled to receive, bearing registration numbers not contemporaneously
outstanding. 

All Notes presented or
surrendered for registration of transfer or for exchange, repurchase or
conversion shall (if so required by the Company, the Trustee, the Note Registrar
or any co-Note Registrar) be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
duly executed, by the Holder thereof or its attorney-in-fact duly authorized in
writing. 

No service charge shall be
imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar
or the Paying Agent for any exchange or registration of transfer of Notes, but
the Company may require a Holder to pay a sum sufficient to cover any
documentary, stamp or similar issue or transfer tax required in connection
therewith as a result of the name of the Holder of new Notes issued upon such
exchange or registration of transfer being different from the name of the Holder
of the old Notes surrendered for exchange or registration of transfer.


None of the Company, the
Trustee, the Note Registrar or any co-Note Registrar shall be required to
exchange or register a transfer of (i) any Notes surrendered for conversion or,
if a portion of any Note is surrendered for conversion, such portion thereof
surrendered for conversion or (ii) any Notes, or a portion of any Note,
surrendered for repurchase (and not withdrawn) in accordance with Article
15.

16 







All Notes issued upon any
registration of transfer or exchange of Notes in accordance with this Indenture
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture as the Notes surrendered upon
such registration of transfer or exchange. 

(b) So long as the Notes are
eligible for book-entry settlement with the Depositary, unless otherwise
required by law, subject to the fourth paragraph from the end of Section 2.05(c)
all Notes shall be represented by one or more Notes in global form (each, a
“Global Note”) registered in the name of the Depositary or the
nominee of the Depositary. The transfer and exchange of beneficial interests in
a Global Note that does not involve the issuance of a Physical Note shall be
effected through the Depositary (but not the Trustee or the Custodian) in
accordance with this Indenture (including the restrictions on transfer set forth
herein) and the procedures of the Depositary therefor. 

(c) Every Note that bears or is
required under this Section 2.05(c) to bear the legend set forth in this Section
2.05(c) (together with any Common Stock issued upon conversion of the Notes that
is required to bear the legend set forth in Section 2.05(d), collectively, the
“Restricted
Securities”) shall be subject to
the restrictions on transfer set forth in this Section 2.05(c) (including the
legend set forth below), unless such restrictions on transfer shall be
eliminated or otherwise waived by written consent of the Company, and the Holder
of each such Restricted Security, by such Holder’s acceptance thereof, agrees to
be bound by all such restrictions on transfer. As used in this Section 2.05(c)
and Section 2.05(d), the term “transfer” encompasses any
sale, pledge, transfer or other disposition whatsoever of any Restricted
Security. 

Until the date (the
“Resale Restriction Termination
Date”) that is the later of (1)
the date that is one year after the last date of original issuance of a Note, or
such shorter period of time as permitted by Rule 144 or any successor provision
thereto, and (2) such later date, if any, as may be required by applicable law,
any certificate evidencing such Note (and all securities issued in exchange
therefor or substitution thereof, other than Common Stock, if any, issued upon
conversion thereof, which shall bear the legend set forth in Section 2.05(d), if
applicable) shall bear a legend in substantially the following form (unless such
Notes have been transferred pursuant to a registration statement that has become
or been declared effective under the Securities Act and that continues to be
effective at the time of such transfer, or sold pursuant to the exemption from
registration provided by Rule 144 or any similar provision then in force under
the Securities Act, or unless otherwise agreed by the Company in writing, with
notice thereof to the Trustee): 

THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE
UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH
IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE
144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION
WITH RESPECT TO EACH SUCH ACCOUNT, AND 

17 







(2) AGREES FOR THE BENEFIT
OF CALAMP CORP. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER
OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD
OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
APPLICABLE LAW, EXCEPT: 

(A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, OR 

(B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


(C) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, OR 

(D) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. 

PRIOR TO THE REGISTRATION OF
ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE
RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS
OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE
IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

No transfer of any Note prior
to the Resale Restriction Termination Date will be registered by the Note
Registrar unless the applicable box on the Form of Assignment and Transfer has
been checked. 

18 







Any Note (or security issued
in exchange or substitution therefor) (i) as to which such restrictions on
transfer shall have expired in accordance with their terms, (ii) that has been
transferred pursuant to a registration statement that has become effective or
been declared effective under the Securities Act and that continues to be
effective at the time of such transfer or (iii) that has been sold pursuant to
the exemption from registration provided by Rule 144 or any similar provision then in force under the
Securities Act, may, upon surrender of such Note for exchange to the Note
Registrar in accordance with the provisions of this Section 2.05, be exchanged
for a new Note or Notes, of like tenor and aggregate principal amount, which
shall not bear the restrictive legend required by this Section 2.05(c) and shall
not be assigned a restricted CUSIP number. The Company shall be entitled to
instruct the Custodian in writing to so surrender any Global Note as to which
any of the conditions set forth in clause (i) through (iii) of the immediately
preceding sentence have been satisfied, and, upon such instruction, the
Custodian shall so surrender such Global Note for exchange; and any new Global
Note so exchanged therefor shall not bear the restrictive legend specified in
this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The
Company shall promptly notify the Trustee upon the occurrence of the Resale
Restriction Termination Date and promptly after a registration statement, if
any, with respect to the Notes or any Common Stock issued upon conversion of the
Notes has been declared effective under the Securities Act. 

Notwithstanding any other
provisions of this Indenture (other than the provisions set forth in this
Section 2.05(c)), a Global Note may not be transferred as a whole or in part
except (i) by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary and (ii) for exchange of a Global Note or a portion thereof
for one or more Physical Notes in accordance with the second immediately
succeeding paragraph. 

The Depositary shall be a
clearing agency registered under the Exchange Act. The Company initially
appoints The Depository Trust Company to act as Depositary with respect to each
Global Note. Initially, each Global Note shall be issued to the Depositary,
registered in the name of Cede & Co., as the nominee of the Depositary, and
deposited with the Trustee as custodian for Cede & Co. 

If (i) the Depositary notifies
the Company at any time that the Depositary is unwilling or unable to continue
as depositary for the Global Notes and a successor depositary is not appointed
within 90 days, (ii) the Depositary ceases to be registered as a clearing agency
under the Exchange Act and a successor depositary is not appointed within 90
days or (iii) an Event of Default with respect to the Notes has occurred and is
continuing and a beneficial owner of any Note requests that its beneficial
interest therein be issued as a Physical Note, the Company shall execute, and
the Trustee, upon receipt of an Officer’s Certificate and a Company Order for
the authentication and delivery of Notes, shall authenticate and deliver (x) in
the case of clause (iii), a Physical Note to such beneficial owner in a
principal amount equal to the principal amount of such Note corresponding to
such beneficial owner’s beneficial interest and (y) in the case of clause (i) or
(ii), Physical Notes to each beneficial owner of the related Global Notes (or a
portion thereof) in an aggregate principal amount equal to the aggregate
principal amount of such Global Notes in exchange for such Global Notes, and
upon delivery of the Global Notes to the Trustee such Global Notes shall be
canceled. 

Physical Notes issued in
exchange for all or a part of the Global Note pursuant to this Section 2.05(c)
shall be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, or, in the case of clause (iii) of the immediately preceding
paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon
execution and authentication, the Trustee shall deliver such Physical Notes to
the Persons in whose names such Physical Notes are so registered. 

19 







At such time as all interests
in a Global Note have been converted, canceled, repurchased or transferred, such
Global Note shall be, upon receipt thereof, canceled by the Trustee in
accordance with standing procedures and existing instructions between the
Depositary and the Custodian. At any time prior to such cancellation, if any
interest in a Global Note is exchanged for Physical Notes, converted, canceled,
repurchased or transferred to a transferee who receives Physical Notes therefor
or any Physical Note is exchanged or transferred for part of such Global Note,
the principal amount of such Global Note shall, in accordance with the standing
procedures and instructions existing between the Depositary and the Custodian,
be appropriately reduced or increased, as the case may be, and an endorsement
shall be made on such Global Note, by the Trustee or the Custodian, at the
direction of the Trustee, to reflect such reduction or increase. 

None of the Company, the
Trustee or any agent of the Company or the Trustee shall have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Note or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. 

(d) Until the Resale Restriction
Termination Date, any stock certificate representing Common Stock issued upon
conversion of a Note shall bear a legend in substantially the following form
(unless such Common Stock has been transferred pursuant to a registration
statement that has become or been declared effective under the Securities Act
and that continues to be effective at the time of such transfer, or pursuant to
the exemption from registration provided by Rule 144 or any similar provision
then in force under the Securities Act, or such Common Stock has been issued
upon conversion of a Note that has been transferred pursuant to a registration
statement that has become or been declared effective under the Securities Act
and that continues to be effective at the time of such transfer, or pursuant to
the exemption from registration provided by Rule 144 or any similar provision
then in force under the Securities Act, or unless otherwise agreed by the
Company with written notice thereof to the Trustee and any transfer agent for
the Common Stock): 

THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 

(1) REPRESENTS THAT IT AND
ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

20 







(2) AGREES FOR THE BENEFIT
OF CALAMP CORP. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER
OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON
THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME
AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,
EXCEPT: 

(A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, OR 

(B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


(C) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, OR 

(D) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. 

PRIOR TO THE REGISTRATION OF
ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE
TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY
REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING
MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

Any such Common Stock (i) as
to which such restrictions on transfer shall have expired in accordance with
their terms, (ii) that has been transferred pursuant to a registration statement
that has become or been declared effective under the Securities Act and that
continues to be effective at the time of such transfer or (iii) that has been
sold pursuant to the exemption from registration provided by Rule 144 or any
similar provision then in force under the Securities Act, may, upon surrender of
the certificates representing such shares of Common Stock for exchange in
accordance with the procedures of the transfer agent for the Common Stock, be
exchanged for a new certificate or certificates for a like aggregate number of
shares of Common Stock, which shall not bear the restrictive legend required by
this Section 2.05(d). 

(e) Any Note or Common Stock
issued upon the conversion or exchange of a Note that is repurchased or owned by
any Affiliate of the Company (or any Person who was an Affiliate of the Company
at any time during the three months preceding) may not be resold by such
Affiliate (or such Person, as the case may be) unless registered under the
Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction that results in such Note or
Common Stock, as the case may be, no longer being a “restricted security” (as
defined under Rule 144). The Company shall cause any Note that is repurchased or
owned by it to be surrendered to the Trustee for cancellation in accordance with
Section 2.08.

21 







(f) The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any
transfers between or among Depositary participants or beneficial owners of
interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof. 

Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes.
In case any Note shall become
mutilated or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon its written request the Trustee or an authenticating agent
appointed by the Trustee shall authenticate and deliver, a new Note, bearing a
registration number not contemporaneously outstanding, in exchange and
substitution for the mutilated Note, or in lieu of and in substitution for the
Note so destroyed, lost or stolen. In every case the applicant for a substituted
Note shall furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as may be required by them to
save each of them harmless from any loss, liability, cost or expense caused by
or connected with such substitution, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company, to the Trustee and, if
applicable, to such authenticating agent evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership thereof.


The Trustee or such
authenticating agent may authenticate any such substituted Note and deliver the
same upon the receipt of such security or indemnity as the Trustee, the Company
and, if applicable, such authenticating agent may require. No service charge
shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note
Registrar or the Paying Agent upon the issuance of any substitute Note, but the
Company may require a Holder to pay a sum sufficient to cover any documentary,
stamp or similar issue or transfer tax required in connection therewith as a
result of the name of the Holder of the new substitute Note being different from
the name of the Holder of the old Note that became mutilated or was destroyed,
lost or stolen. In case any Note that has matured or is about to mature or has
been surrendered for required repurchase or is about to be converted in
accordance with Article 14 shall become mutilated or be destroyed, lost or
stolen, the Company may, in its sole discretion, instead of issuing a substitute
Note, pay or authorize the payment of or convert or authorize the conversion of
the same (without surrender thereof except in the case of a mutilated Note), as
the case may be, if the applicant for such payment or conversion shall furnish
to the Company, to the Trustee and, if applicable, to such authenticating agent
such security or indemnity as may be required by them to save each of them
harmless for any loss, liability, cost or expense caused by or connected with
such substitution, and, in every case of destruction, loss or theft, evidence
satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or
Conversion Agent evidence of their satisfaction of the destruction, loss or
theft of such Note and of the ownership thereof. 

22 







Every substitute Note issued
pursuant to the provisions of this Section 2.06 by virtue of the fact that any
Note is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Note
shall be found at any time, and shall be entitled to all the benefits of (but
shall be subject to all the limitations set forth in) this Indenture equally and
proportionately with any and all other Notes duly issued hereunder. To the
extent permitted by law, all Notes shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement, payment, conversion or repurchase of mutilated, destroyed, lost or
stolen Notes and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement, payment, conversion or repurchase of negotiable
instruments or other securities without their surrender. 

Section 2.07. Temporary Notes. Pending the preparation of Physical Notes, the
Company may execute and the Trustee
or an authenticating agent appointed by the Trustee shall, upon written request
of the Company, authenticate and deliver temporary Notes (printed or
lithographed). Temporary Notes shall be issuable in any authorized denomination,
and substantially in the form of the Physical Notes but with such omissions,
insertions and variations as may be appropriate for temporary Notes, all as may
be determined by the Company. Every such temporary Note shall be executed by the
Company and authenticated by the Trustee or such authenticating agent upon the
same conditions and in substantially the same manner, and with the same effect,
as the Physical Notes. Without unreasonable delay, the Company shall execute and
deliver to the Trustee or such authenticating agent Physical Notes (other than
any Global Note) and thereupon any or all temporary Notes (other than any Global
Note) may be surrendered in exchange therefor, at each office or agency
maintained by the Company pursuant to Section 4.02 and the Trustee or such
authenticating agent shall authenticate and deliver in exchange for such
temporary Notes an equal aggregate principal amount of Physical Notes. Such
exchange shall be made by the Company at its own expense and without any charge
therefor. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits and subject to the same limitations under this
Indenture as Physical Notes authenticated and delivered hereunder. 

Section 2.08. Cancellation of Notes Paid, Converted, Etc.
The Company shall cause all Notes
surrendered for the purpose of payment, repurchase, registration of transfer or
exchange or conversion, if surrendered to any Person other than the Trustee
(including any of the Company’s agents, Subsidiaries or Affiliates), to be
surrendered to the Trustee for cancellation. All Notes delivered to the Trustee
shall be canceled promptly by it, and no Notes shall be authenticated in
exchange therefor except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall dispose of canceled Notes in accordance with its
customary procedures and, after such disposition, shall deliver a certificate of
such disposition to the Company, at the Company’s written request in a Company
Order.

23 







Section 2.09. CUSIP Numbers. The Company in issuing the Notes may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in all notices issued to Holders as a convenience to such Holders;
provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or on such notice and that reliance may be placed only on the other
identification numbers printed on the Notes. The Company shall promptly notify
the Trustee in writing of any change in the “CUSIP” numbers.

Section 2.10. Additional Notes; Repurchases. The Company may, without the consent of the
Holders and notwithstanding Section 2.01, reopen this Indenture and issue
additional Notes hereunder with the same terms as the Notes initially issued
hereunder (other than differences in the issue date, the issue price, interest
accrued prior to the issue date of such additional Notes and, if applicable,
restrictions on transfer in respect of such additional Notes) in an unlimited
aggregate principal amount; provided that if any such
additional Notes are not fungible with the Notes initially issued hereunder for
U.S. federal income tax purposes, such additional Notes shall have one or more
separate CUSIP numbers. Prior to the issuance of any such additional Notes, the
Company shall deliver to the Trustee a Company Order, an Officer’s Certificate
and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to
cover such matters, in addition to those required by Section 17.05, as the
Trustee shall reasonably request. In addition, the Company may, to the extent
permitted by law, directly or indirectly (regardless of whether such Notes are
surrendered to the Company), repurchase Notes in the open market or otherwise,
whether by the Company or its Subsidiaries or through a private or public tender
or exchange offer or through counterparties to private agreements, including by
cash-settled swaps or other derivatives. The Company shall cause any Notes so
repurchased (other than Notes repurchased pursuant to cash-settled swaps or
other derivatives) to be surrendered to the Trustee for cancellation in
accordance with Section 2.08 and such Notes shall no longer be considered
outstanding under this Indenture upon their repurchase. 

ARTICLE 3 
Satisfaction and Discharge 

Section 3.01. Satisfaction and Discharge. This Indenture shall upon request of the Company
contained in an Officer’s Certificate cease to be of further effect, and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when (a) (i) all
Notes theretofore authenticated and delivered (other than (x) Notes which have
been destroyed, lost or stolen and which have been replaced, paid or converted
as provided in Section 2.06 and (y) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 4.04(d)) have been delivered to the Trustee for
cancellation; or (ii) the Company has deposited with the Trustee or delivered to
Holders, as applicable, after the Notes have become due and payable, whether on
the Maturity Date, any Fundamental Change Repurchase Date, upon conversion or
otherwise, cash or cash, shares of Common Stock or a combination thereof, as
applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to
pay all of the outstanding Notes and all other sums due and payable under this
Indenture by the Company; and (b) the Company has delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with. Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 7.06 shall survive. 

24 







ARTICLE 4 
Particular Covenants of the Company 

Section 4.01. Payment of Principal and Interest.
The Company covenants and agrees
that it will cause to be paid the principal (including the Fundamental Change
Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of
the Notes at the places, at the respective times and in the manner provided
herein and in the Notes.

Section 4.02. Maintenance of Office or Agency.
The Company will maintain in the
Borough of Manhattan, The City of New York, an office or agency where the Notes
may be surrendered for registration of transfer or exchange or for presentation
for payment or repurchase (“Paying
Agent”) or for conversion
(“Conversion Agent”) and where notices and demands to or upon the
Company in respect of the Notes and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office or the office or
agency of the Trustee in the Borough of Manhattan, The City of New York.


The Company may also from time
to time designate as co-Note Registrars one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. The terms
“Paying Agent” and “Conversion Agent” include
any such additional or other offices or agencies, as applicable. 

The Company hereby initially
designates the Trustee as the Paying Agent, Note Registrar, Custodian and
Conversion Agent and the Corporate Trust Office or the officer agency of the
Trustee in the Borough of Manhattan, The City of New York as the office or
agency in the Borough of Manhattan, The City of New York, where Notes may be
surrendered for registration of transfer or exchange or for presentation for
payment or repurchase or for conversion and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served.

25 







Section 4.03. Appointments to Fill Vacancies in Trustee’s
Office. The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in
the manner provided in Section 7.09, a Trustee, so that there shall at all times
be a Trustee hereunder. 

Section 4.04. Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent
other than the Trustee, the Company will cause such Paying Agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 4.04: 

(i) that it will hold all sums
held by it as such agent for the payment of the principal (including the
Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid
interest on, the Notes in trust for the benefit of the Holders of the Notes;


(ii) that it will give the Trustee
prompt notice of any failure by the Company to make any payment of the principal
(including the Fundamental Change Repurchase Price, if applicable) of, and
accrued and unpaid interest on, the Notes when the same shall be due and
payable; and 

(iii) that at any time
during the continuance of an Event of Default, upon request of the Trustee, it
will forthwith pay to the Trustee all sums so held in trust. 

The Company shall, on or
before each due date of the principal (including the Fundamental Change Repurchase Price, if
applicable) of, or accrued and unpaid interest on, the Notes, deposit with the
Paying Agent a sum sufficient to pay such principal (including the Fundamental
Change Repurchase Price, if applicable) or accrued and unpaid interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be
received by the Paying Agent by 11:00 a.m., New York City time, on such date.


(b) If the Company shall act as
its own Paying Agent, it will, on or before each due date of the principal
(including the Fundamental Change Repurchase Price, if applicable) of, and
accrued and unpaid interest on, the Notes, set aside, segregate and hold in
trust for the benefit of the Holders of the Notes a sum sufficient to pay such
principal (including the Fundamental Change Repurchase Price, if applicable) and
accrued and unpaid interest so becoming due and will promptly notify the Trustee
in writing of any failure to take such action and of any failure by the Company
to make any payment of the principal (including the Fundamental Change
Repurchase Price, if applicable) of, or accrued and unpaid interest on, the
Notes when the same shall become due and payable. 

(c) Anything in this Section 4.04
to the contrary notwithstanding, the Company may, at any time, for the purpose
of obtaining a satisfaction and discharge of this Indenture, or for any other
reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held
in trust by the Company or any Paying Agent hereunder as required by this
Section 4.04, such sums or amounts to be held by the Trustee upon the trusts
herein contained and upon such payment or delivery by the Company or any Paying
Agent to the Trustee, the Company or such Paying Agent shall be released from
all further liability but only with respect to such sums or amounts. 

26 







(d) Any money and shares of
Common Stock deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal (including the Fundamental
Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and
the consideration due upon conversion of, any Note and remaining unclaimed for
two years after such principal (including the Fundamental Change Repurchase
Price, if applicable), interest or consideration due upon conversion has become
due and payable shall be paid to the Company on request of the Company contained
in an Officer’s Certificate, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money and shares of Common Stock, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in The Borough of Manhattan, The
City of New York, notice that such money and shares of Common Stock remain
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
and shares of Common Stock then remaining will be repaid or delivered to the
Company. 

Section 4.05. Existence. Subject to Article 11, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence. 

Section 4.06. Rule 144A Information Requirement and Annual
Reports. (a) At any time the
Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company
shall, so long as any of the Notes or any shares of Common Stock issuable upon
conversion thereof shall, at such time, constitute “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide
to the Trustee and, upon written request, to any Holder, beneficial owner or
prospective purchaser of such Notes or any shares of Common Stock issuable upon
conversion of such Notes, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes
or shares of Common Stock pursuant to Rule 144A. The Company shall take such
further action as any Holder or beneficial owner of such Notes or such Common
Stock may reasonably request to the extent from time to time required to enable
such Holder or beneficial owner to sell such Notes or shares of Common Stock in
accordance with Rule 144A, as such rule may be amended from time to time.


(b) The Company shall file with
the Trustee, within 15 days after the same are required to be filed with the
Commission, copies of any documents or reports that the Company is required to
file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(giving effect to any grace period provided by Rule 12b-25 under the Exchange
Act). Any such document or report that the Company files with the Commission via
the Commission’s EDGAR system shall be deemed to be filed with the Trustee for
purposes of this Section 4.06(b) at the time such documents are filed via the
EDGAR system or any successor thereto.

27 







(c) Delivery of the reports and
documents described in subsection (b) above to the Trustee is for informational
purposes only, and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to conclusively
rely on an Officer’s Certificate). 

(d) If, at any time during the
six-month period beginning on, and including, the date that is six months after
the last date of original issuance of the Notes, the Company fails to timely
file any document or report that it is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving
effect to all applicable grace periods thereunder and other than reports on Form
8-K), or the Notes are not otherwise freely tradable by Holders other than the
Company’s Affiliates or Holders that were the Company’s Affiliates at any time
during the three months preceding (as a result of restrictions pursuant to U.S.
securities laws or the terms of this Indenture or the Notes (which terms, for
the avoidance of doubt, shall not include the restrictive legend on the Notes
specified in Section 2.05(c))), the Company shall pay Additional Interest on the
Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50%
per annum of the principal amount of the Notes outstanding for each day during
such period for which the Company’s failure to file has occurred and is
continuing or the Notes are not otherwise freely tradable by Holders other than
the Company’s Affiliates (or Holders that have been the Company’s Affiliates at
any time during the three months preceding) without restrictions pursuant to
U.S. securities laws or the terms of this Indenture or the Notes (which terms,
for the avoidance of doubt, shall not include the restrictive legend on the
Notes specified in Section 2.05(c)). As used in this Section 4.06(d), documents
or reports that the Company is required to “file” with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act does not include documents or reports
that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of
the Exchange Act.

(e) If, and for so long as, the
restrictive legend on the Notes specified in Section 2.05(c) has not been
removed, the Notes are assigned a restricted CUSIP or the Notes are not
otherwise freely tradable by Holders other than the Company’s Affiliates or
Holders that were the Company’s Affiliates at any time during the three months
preceding (without restrictions pursuant to U.S. securities laws or the terms of
this Indenture or the Notes) as of the 365th day after the last date of original
issuance of the Notes, the Company shall pay Additional Interest on the Notes at
a rate equal to 0.50% per annum of the principal amount of Notes outstanding
until the restrictive legend on the Notes has been removed in accordance with
Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are
freely tradable by Holders other than the Company’s Affiliates (or Holders that
were the Company’s Affiliates at any time during the three months preceding)
(without restrictions pursuant to U.S. securities laws or the terms of this
Indenture or the Notes).

(f) Additional Interest will be
payable in arrears on each Interest Payment Date following accrual in the same
manner as regular interest on the Notes.

28 







(g) The Additional Interest that
is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in
addition to, and not in lieu of, any Additional Interest that may be payable as
a result of the Company’s election pursuant to Section 6.03. 

(h) If Additional Interest is
payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the
Company shall deliver to the Trustee an Officer’s Certificate to that effect
stating (i) the amount of such Additional Interest that is payable and (ii) the
date on which such Additional Interest is payable. Unless and until a
Responsible Officer of the Trustee receives at the Corporate Trust Office such a
certificate, the Trustee may assume without inquiry that no such Additional
Interest is payable. If the Company has paid Additional Interest directly to the
Persons entitled to it, the Company shall deliver to the Trustee an Officer’s
Certificate setting forth the particulars of such payment. 

(i) For the avoidance of doubt,
in the event additional Notes are issued under this Indenture pursuant to
Section 2.10 and such additional Notes are Restricted Securities, for purposes
of determining whether Additional Interest shall be payable pursuant to Section
4.06(d) or Section 4.06(e) with respect to any Notes issued under this
Indenture, all Notes that were not issued with the same CUSIP number or were not
offered by the same offering document shall be considered separately.

Section 4.07. Stay, Extension and Usury Laws. The Company covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law that would prohibit or forgive the Company from paying
all or any portion of the principal of or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may
affect the covenants or the performance of this Indenture; and the Company (to
the extent it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted. 

Section 4.08. Compliance Certificate; Statements as to
Defaults. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company (beginning with the fiscal year ending on February 28, 2016) an
Officer’s Certificate stating whether the signers thereof have knowledge of any
failure by the Company to comply with all conditions and covenants then required
to be performed under this Indenture and, if so, specifying each such failure
and the nature thereof. 

In addition, the Company shall
deliver to the Trustee, as soon as possible, and in any event within 30 days
after the occurrence of any Event of Default or Default, an Officer’s
Certificate setting forth the details of such Event of Default or Default, its
status and the action that the Company is taking or proposing to take in respect
thereof. 

29 







Section 4.09. Further Instruments and Acts. Upon request of the Trustee, the Company will
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purposes of
this Indenture.

ARTICLE 5 
Lists of Holders and Reports  by the Company and the Trustee

Section 5.01. Lists of Holders. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee, semi-annually, not more than 15
days after each May 15 and November 15 in each year beginning with November 15,
2015, and at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request (or such lesser time as
the Trustee may reasonably request in order to enable it to timely provide any
notice to be provided by it hereunder), a list in such form as the Trustee may
reasonably require of the names and addresses of the Holders as of a date not
more than 15 days (or such other date as the Trustee may reasonably request in
order to so provide any such notices) prior to the time such information is
furnished, except that no such list need be furnished so long as the Trustee is
acting as Note Registrar. 

Section 5.02. Preservation and Disclosure of Lists.
The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as to the names and
addresses of the Holders contained in the most recent list furnished to it as
provided in Section 5.01 or maintained by the Trustee in its capacity as Note
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished. 

ARTICLE 6 
Defaults and Remedies 

Section 6.01. Events of Default. Each of the following events shall be an
“Event of Default” with respect to the Notes: 

(a) default in any payment of
interest on any Note when due and payable, and the default continues for a
period of 30 days; 

(b) default in the payment of
principal of any Note when due and payable on the Maturity Date, upon any
required repurchase, upon declaration of acceleration or otherwise; 

(c) failure by the Company to
comply with its obligation to convert the Notes in accordance with this
Indenture upon exercise of a Holder’s conversion right and such failure
continues for three Business Days; 

(d) failure by the Company to
issue a Fundamental Change Company Notice in accordance with Section 15.02(c) or
notice of a specified corporate event in accordance with Section 14.01(b)(ii) or
14.01(b)(iii), in each case when due; 

30 







(e) failure by the Company to
comply with its obligations under Article 11; 

(f) failure by the Company for 60
days after written notice from the Trustee or the Holders of at least 25% in
principal amount of the Notes then outstanding has been received by the Company
to comply with any of its other agreements contained in the Notes or this
Indenture; 

(g) default by the Company or any
Subsidiary of the Company with respect to any mortgage, agreement or other
instrument under which there may be outstanding, or by which there may be
secured or evidenced, any indebtedness for money borrowed in excess of
$10,000,000 (or its foreign currency equivalent) in the aggregate of the Company
and/or any such Subsidiary, whether such indebtedness now exists or shall
hereafter be created (i) resulting in such indebtedness becoming or being
declared due and payable or (ii) constituting a failure to pay the principal or
interest of any such indebtedness when due and payable at its stated maturity,
upon required repurchase, upon declaration of acceleration or otherwise, and
such acceleration shall not have been rescinded or annulled or such failure to
pay shall not have been cured or waived, as the case may be, within 30 days
after the occurrence of such acceleration or such failure to pay, as the case
may be; 

(h) a final judgment or judgments
for the payment of $10,000,000 (or its foreign currency equivalent) or more
(excluding any amounts covered by insurance or bonded) in the aggregate rendered
against the Company or any Subsidiary of the Company, which judgment is not
discharged or stayed within 60 days after (i) the date on which the right to
appeal thereof has expired if no such appeal has commenced, or (ii) the date on
which all rights to appeal have been extinguished; 

(i) the Company or any
Significant Subsidiary shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to the Company
or any such Significant Subsidiary or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of the
Company or any such Significant Subsidiary or any substantial part of its
property, or shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become due; or


(j) an involuntary case or other
proceeding shall be commenced against the Company or any Significant Subsidiary
seeking liquidation, reorganization or other relief with respect to the Company
or such Significant Subsidiary or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of the
Company or such Significant Subsidiary or any substantial part of its property,
and such involuntary case or other proceeding shall remain undismissed and
unstayed for a period of 30 consecutive days. 

31 







Section 6.02. Acceleration; Rescission and
Annulment. If one or more Events
of Default shall have occurred and be continuing (whatever the reason for such
Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), then, and in each and
every such case (other than an Event of Default specified in Section 6.01(i) or
Section 6.01(j) with respect to the Company), unless the principal of all of the
Notes shall have already become due and payable, either the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding determined in accordance with Section 8.04, by notice in writing to
the Company (and to the Trustee if given by Holders), may declare 100% of the
principal of, and accrued and unpaid interest on, all the Notes to be due and
payable immediately, and upon any such declaration the same shall become and
shall automatically be immediately due and payable, anything contained in this
Indenture or in the Notes to the contrary notwithstanding. If an Event of
Default specified in Section 6.01(i) or Section 6.01(j) with respect to the
Company occurs and is continuing, 100% of the principal of, and accrued and
unpaid interest, if any, on, all Notes shall become and shall automatically be
immediately due and payable.

The immediately preceding
paragraph, however, is subject to the conditions that if, at any time after the
principal of the Notes shall have been so declared due and payable, and before
any judgment or decree for the payment of the monies due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay installments of accrued and
unpaid interest upon all Notes and the principal of any and all Notes that shall
have become due otherwise than by acceleration (with interest on overdue
installments of accrued and unpaid interest and on such principal at the rate
borne by the Notes at such time) and amounts due to the Trustee pursuant to
Section 7.06, and if (1) rescission would not conflict with any judgment or
decree of a court of competent jurisdiction and (2) any and all existing Events
of Default under this Indenture, other than the nonpayment of the principal of
and accrued and unpaid interest, if any, on Notes that shall have become due
solely by such acceleration, shall have been cured or waived pursuant to Section
6.09, then and in every such case (except as provided in the immediately
succeeding sentence) the Holders of a majority in aggregate principal amount of
the Notes then outstanding, by written notice to the Company and to the Trustee,
may waive all Defaults or Events of Default with respect to the Notes and
rescind and annul such declaration and its consequences and such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent Default
or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein,
no such waiver or rescission and annulment shall extend to or shall affect any
Default or Event of Default resulting from (i) the nonpayment of the principal
(including the Fundamental Change Repurchase Price, if applicable) of, or
accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any
Notes when required or (iii) a failure to pay or deliver, as the case may be,
the consideration due upon conversion of the Notes. 

32 







Section 6.03. Additional Interest. Notwithstanding anything in this Indenture or in
the Notes to the contrary, to the extent the Company elects, the sole remedy for
an Event of Default relating to the Company’s failure to comply with its
obligations as set forth in Section 4.06(b) shall, for the first 180 days after
the occurrence of such an Event of Default, consist exclusively
of the right to receive
Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the
principal amount of the Notes outstanding for the first 90 days during which
such Event of Default has occurred and is continuing, beginning on, and
including, the date on which such an Event of Default first occurs and (ii)
0.50% per annum of the principal amount of the Notes outstanding for each day
during the next 90-day period during which such Event of Default is continuing,
beginning on, and including, the 91st day after such Event of Default first
occurred. Additional Interest payable pursuant to this Section 6.03 shall be in
addition to, not in lieu of, any Additional Interest payable pursuant to Section
4.06(d) or Section 4.06(e). If the Company so elects, such Additional Interest
shall be payable in the same manner and on the same dates as the stated interest
payable on the Notes. On the 181st day after such Event of Default (if the Event
of Default relating to the Company’s failure to comply with its obligations as
set forth in Section 4.06(b) is not cured or waived prior to such 181st day),
the Notes shall be immediately subject to acceleration as provided in Section
6.02. The provisions of this Section 6.03 will not affect the rights of Holders
of Notes in the event of the occurrence of any Event of Default other than the
Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest following
an Event of Default in accordance with this Section 6.03 or the Company elected
to make such payment but does not pay the Additional Interest when due, the
Notes shall be immediately subject to acceleration as provided in Section 6.02.


In order to elect to pay
Additional Interest as the sole remedy during the first 180 days after the
occurrence of any Event of Default relating to the Company’s failure to comply
with its obligations as set forth in Section 4.06(b) , the Company must notify
all Holders of the Notes, the Trustee and the Paying Agent of such election
prior to the beginning of such 180-day period. Upon the failure to timely give
such notice, the Notes shall be immediately subject to acceleration as provided
in Section 6.02. 

Section 6.04. Payments of Notes on Default; Suit Therefor.
If an Event of Default described
in clause (a) or (b) of Section 6.01 shall have occurred and be continuing, the
Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of the Notes, the whole amount then due and payable on the Notes
for principal and interest, if any, with interest on any overdue principal and
interest, if any, at the rate borne by the Notes at such time, and, in addition
thereto, such further amount as shall be sufficient to cover any amounts due to
the Trustee under Section 7.06. If the Company shall fail to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor upon
the Notes and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon the
Notes, wherever situated. 

33 







In the event there shall be
pending proceedings for the bankruptcy or for the reorganization of the Company
or any other obligor on the Notes under Title 11 of the United States Code, or
any other applicable law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the event of any other judicial proceedings relative
to the Company or such other obligor upon the Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 6.04,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
and accrued and unpaid interest, if any, in respect of the Notes, and, in case
of any judicial proceedings, to file such proofs of claim and other papers or
documents and to take such other actions as it may deem necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and of the Holders allowed in such judicial proceedings
relative to the Company or any other obligor on the Notes, its or their
creditors, or its or their property, and to collect and receive any monies or
other property payable or deliverable on any such claims, and to distribute the
same after the deduction of any amounts due to the Trustee under Section 7.06;
and any receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, custodian or similar official is hereby authorized by each of the
Holders to make such payments to the Trustee, as administrative expenses, and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including agents and counsel
fees, and including any other amounts due to the Trustee under Section 7.06,
incurred by it up to the date of such distribution. To the extent that such
payment of reasonable compensation, expenses, advances and disbursements out of
the estate in any such proceedings shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, monies, securities and other property that the Holders
of the Notes may be entitled to receive in such proceedings, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.


Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting such Holder or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding. 

All rights of action and of
asserting claims under this Indenture, or under any of the Notes, may be
enforced by the Trustee without the possession of any of the Notes, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Notes. 

34 







In any proceedings brought by
the Trustee (and in any proceedings involving the interpretation of any
provision of this Indenture to which the Trustee shall be a party) the Trustee
shall be held to represent all the
Holders of the Notes, and it shall not be necessary to make any Holders of the
Notes parties to any such proceedings. 

In case the Trustee shall have
proceeded to enforce any right under this Indenture and such proceedings shall
have been discontinued or abandoned because of any waiver pursuant to Section
6.09 or any rescission and annulment pursuant to Section 6.02 or for any other
reason or shall have been determined adversely to the Trustee, then and in every
such case the Company, the Holders and the Trustee shall, subject to any
determination in such proceeding, be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Holders and the Trustee shall continue as though no such proceeding
had been instituted. 

Section 6.05. Application of Monies Collected by Trustee.
Any monies collected by the
Trustee pursuant to this Article 6 with respect to the Notes shall be applied in
the following order, at the date or dates fixed by the Trustee for the
distribution of such monies, upon presentation of the several Notes, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid: 

First, to the payment of all amounts due the Trustee
under Section 7.06; 

Second, in case the principal of the outstanding Notes
shall not have become due and be unpaid, to the payment of interest on, and any
cash due upon conversion of, the Notes in default in the order of the date due
of the payments of such interest and cash due upon conversion, as the case may
be, with interest (to the extent that such interest has been collected by the
Trustee) upon such overdue payments at the rate borne by the Notes at such time,
such payments to be made ratably to the Persons entitled thereto; 

Third, in case the principal of the outstanding Notes
shall have become due, by declaration or otherwise, and be unpaid to the payment
of the whole amount (including, if applicable, the payment of the Fundamental
Change Repurchase Price and any cash due upon conversion) then owing and unpaid
upon the Notes for principal and interest, if any, with interest on the overdue
principal and, to the extent that such interest has been collected by the
Trustee, upon overdue installments of interest at the rate borne by the Notes at
such time, and in case such monies shall be insufficient to pay in full the
whole amounts so due and unpaid upon the Notes, then to the payment of such
principal (including, if applicable, the Fundamental Change Repurchase Price and
the cash due upon conversion) and interest without preference or priority of
principal over interest, or of interest over principal or of any installment of
interest over any other installment of interest, or of any Note over any other
Note, ratably to the aggregate of such principal (including, if applicable, the
Fundamental Change Repurchase Price and any cash due upon conversion) and
accrued and unpaid interest; and 

Fourth, to the payment of the remainder, if any, to the
Company. 

35 







Section 6.06. Proceedings by Holders. Except to enforce the right to receive payment of
principal (including, if applicable, the Fundamental Change Repurchase Price) or
interest when due, or the
right to receive payment or delivery of the consideration due upon conversion,
no Holder of any Note shall have any right by virtue of or by availing of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or the Notes,
or for the appointment of a receiver, trustee, liquidator, custodian or other
similar official, or for any other remedy hereunder, unless:

(a) such Holder previously shall
have given to the Trustee written notice of an Event of Default and of the
continuance thereof, as herein provided; 

(b) Holders of at least 25% in
aggregate principal amount of the Notes then outstanding shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder; 

(c) such Holders shall have
offered to the Trustee such security or indemnity reasonably satisfactory to it
against any loss, liability or expense to be incurred therein or thereby;


(d) the Trustee for 60 days after
its receipt of such notice, request and offer of such security or indemnity,
shall have neglected or refused to institute any such action, suit or
proceeding; and

(e) no direction that, in the
opinion of the Trustee, is inconsistent with such written request shall have
been given to the Trustee by the Holders of a majority of the aggregate
principal amount of the Notes then outstanding within such 60-day period
pursuant to Section 6.09,

it being understood and
intended, and being expressly covenanted by the taker and Holder of every Note
with every other taker and Holder and the Trustee that no one or more Holders
shall have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holder, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders (except as otherwise provided herein). For the protection and
enforcement of this Section 6.06, each and every Holder and the Trustee shall be
entitled to such relief as can be given either at law or in equity. 

Notwithstanding any other
provision of this Indenture and any provision of any Note, the right of any
Holder to receive payment or delivery, as the case may be, of (x) the principal
(including the Fundamental Change Repurchase Price, if applicable) of, (y)
accrued and unpaid interest, if any, on, and (z) the consideration due upon
conversion of, such Note, on or after the respective due dates expressed or
provided for in such Note or in this Indenture, or to institute suit for the
enforcement of any such payment or delivery, as the case may be, on or after
such respective dates against the Company shall not be impaired or affected
without the consent of such Holder. 

36 







Section 6.07. Proceedings by Trustee. In case of an Event of Default, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as are necessary to protect
and enforce any of such rights, either by suit in equity or by action at law or
by proceeding in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture, or to enforce any other legal
or equitable right vested in the Trustee by this Indenture or by law.


Section 6.08. Remedies Cumulative and Continuing.
Except as provided in the last
paragraph of Section 2.06, all powers and remedies given by this Article 6 to
the Trustee or to the Holders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to the
Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained
in this Indenture, and no delay or omission of the Trustee or of any Holder of
any of the Notes to exercise any right or power accruing upon any Default or
Event of Default shall impair any such right or power, or shall be construed to
be a waiver of any such Default or Event of Default or any acquiescence therein;
and, subject to the provisions of Section 6.06, every power and remedy given by
this Article 6 or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by
the Holders. 

Section 6.09. Direction of Proceedings and Waiver of Defaults
by Majority of Holders.The
Holders of a majority of the aggregate principal amount of the Notes at the time
outstanding determined in accordance with Section 8.04 shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law
or with this Indenture, and (b) the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. The Trustee
may refuse to follow any direction that conflicts with law or this Indenture or
that it determines is unduly prejudicial to the rights of any other Holder, or
that would involve the Trustee in personal liability provided, however, that the Trustee may take any action it deems
proper that is not inconsistent with any such direction received from Holders of
Notes. The Holders of a majority in aggregate principal amount of the Notes at
the time outstanding determined in accordance with Section 8.04 may on behalf of
the Holders of all of the Notes waive any past Default or Event of Default
hereunder and its consequences except (i) a default in the payment of accrued
and unpaid interest, if any, on, or the principal (including any Fundamental
Change Repurchase Price) of, the Notes when due that has not been cured pursuant
to the provisions of Section 6.01, (ii) a failure by the Company to pay or
deliver, as the case may be, the consideration due upon conversion of the Notes
or (iii) a default in respect of a covenant or provision hereof which under
Article 10 cannot be modified or amended without the consent of each Holder of
an outstanding Note affected. Upon any such waiver the Company, the Trustee and
the Holders of the Notes shall be restored to their former positions and rights
hereunder; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon. Whenever any Default or
Event of Default hereunder shall have been waived as permitted by this Section
6.09, said Default or Event of Default shall for all purposes
of the Notes and this Indenture be deemed to have been cured and to be not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon. 


37 










Section 6.10. Notice of Defaults. The Trustee shall, within 90 days after the
occurrence and continuance of a Default of which a Responsible Officer has
actual knowledge, transmit or mail to all Holders as the names and addresses of
such Holders appear upon the Note Register, notice of all Defaults known to a
Responsible Officer, unless such Defaults shall have been cured or waived before
the giving of such notice; provided that, except in
the case of a Default in the payment of the principal of (including the
Fundamental Change Repurchase Price, if applicable), or accrued and unpaid
interest on, any of the Notes or a Default in the payment or delivery of the
consideration due upon conversion, the Trustee shall be protected in withholding
such notice if and so long as a committee of Responsible Officers of the Trustee
in good faith determines that the withholding of such notice is in the interests
of the Holders. 

Section 6.11. Undertaking to Pay Costs. All parties to this Indenture agree, and each
Holder of any Note by its acceptance thereof shall be deemed to have agreed,
that any court may, in its discretion, require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; provided that the
provisions of this Section 6.11 (to the extent permitted by law) shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
the Notes at the time outstanding determined in accordance with Section 8.04, or
to any suit instituted by any Holder for the enforcement of the payment of the
principal of or accrued and unpaid interest, if any, on any Note (including, but
not limited to, the Fundamental Change Repurchase Price, if applicable) on or
after the due date expressed or provided for in such Note or to any suit for the
enforcement of the right to convert any Note, or receive the consideration due
upon conversion, in accordance with the provisions of Article 14. 

ARTICLE 7 
Concerning the Trustee 

Section 7.01. Duties and Responsibilities of Trustee.
The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default that may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture. In the event an
Event of Default has occurred and is continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs;
provided that if an Event of Default occurs and is
continuing, the Trustee will be under no obligation to exercise any of the
rights or powers under this Indenture at the request or direction of any of the
Holders unless such Holders have offered to the Trustee indemnity or security
reasonably satisfactory to it against any loss, liability or expense that might
be incurred by it in compliance with such request or direction. 

38 







No provision of this Indenture
shall be construed to relieve the Trustee from liability for its own grossly
negligent action, its own grossly negligent failure to act or its own willful
misconduct, except that: 

(a) prior to the occurrence of an
Event of Default and after the curing or waiving of all Events of Default that
may have occurred: 

(i) the duties and obligations of
the Trustee shall be determined solely by the express provisions of this
Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and 

(ii) in the absence of bad faith
or willful misconduct on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but, in the case of any
such certificates or opinions that by any provisions hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of any
mathematical calculations or other facts stated therein); 

(b) the Trustee shall not be
liable for any error of judgment made in good faith by a Responsible Officer or
Officers of the Trustee, unless it shall be proved that the Trustee was grossly
negligent in ascertaining the pertinent facts; 

(c) the Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of not less than a
majority of the aggregate principal amount of the Notes at the time outstanding
determined as provided in Section 8.04 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture; 

(d) whether or not therein
provided, every provision of this Indenture relating to the conduct or affecting
the liability of, or affording protection to, the Trustee shall be subject to
the provisions of this Section; 

(e) the Trustee shall not be
liable in respect of any payment (as to the correctness of amount, entitlement
to receive or any other matters relating to payment) or notice effected by the
Company or any Paying Agent or any records maintained by any co-Note Registrar
with respect to the Notes; 

39 







(f) if any party fails to deliver
a notice relating to an event the fact of which, pursuant to this Indenture,
requires notice to be sent to the Trustee, the Trustee may conclusively rely on
its failure to receive such notice as reason to act as if no such event
occurred, unless a Responsible Officer of the Trustee had actual knowledge of
such event; 

(g) in the absence of written
investment direction from the Company, all cash received by the Trustee shall be
placed in a non-interest bearing trust account, and in no event shall the
Trustee be liable for the selection of investments or for investment losses
incurred thereon or for losses incurred as a result of the liquidation of any
such investment prior to its maturity date or the failure of the party directing
such investments prior to its maturity date or the failure of the party
directing such investment to provide timely written investment direction, and
the Trustee shall have no obligation to invest or reinvest any amounts held
hereunder in the absence of such written investment direction from the Company;
and 

(h) in the event that the Trustee
is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid
Solicitation Agent or transfer agent hereunder, the rights privileges,
immunities, benefits and protections afforded to the Trustee pursuant to this
Article 7 shall also be afforded to such Custodian, Note Registrar, Paying
Agent, Conversion Agent, Bid Solicitation Agent or transfer agent. 

None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers. 

Section 7.02. Reliance on Documents, Opinions, Etc.
Except as otherwise provided in
Section 7.01: 

(a) the Trustee may conclusively
rely and shall be fully protected in acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
note, coupon or other paper or document believed by it in good faith to be
genuine and to have been signed or presented by the proper party or parties;


(b) any request, direction, order
or demand of the Company mentioned herein shall be sufficiently evidenced by an
Officer’s Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any Board Resolution may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary
of the Company; 

(c) the Trustee may consult with
counsel of its selection and require an Opinion of Counsel and any advice of
such counsel or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel; 

(d) the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the expense of the Company and shall incur no
liability of any kind by reason of such inquiry or investigation;

40 







(e) the Trustee may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents, custodians, nominees or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part of
any agent, custodian, nominee or attorney appointed by it with due care
hereunder;

(f) the permissive rights of the
Trustee enumerated herein shall not be construed as duties; 

(g) in no event shall the Trustee
be liable for any consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action;

(h) the Trustee shall not be
charged with knowledge of any Default or Event of Default with respect to the
Notes, unless either (1) a Responsible Officer shall have actual knowledge of
such Default or Event of Default or (2) written notice of such Default or Event
of Default shall have been given to the Trustee by the Company or by any Holder
of the Notes; 

(i) the Trustee shall not be
obligated to take possession of any Common Stock, whether upon conversion or in
connection with any discharge of this Indenture pursuant to Article 3 hereof,
but shall satisfy its obligation as Conversion Agent by working through the
stock transfer agent of the Company from time to time as directed by the
Company; and 

(j) the Trustee shall not be
liable for any action taken, suffered, or omitted to be taken by it in good
faith and reasonably believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture. 

Section 7.03. No Responsibility for Recitals, Etc.
The recitals contained herein and
in the Notes (except in the Trustee’s certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture. 

Section 7.04. Trustee, Paying Agents, Conversion Agents, Bid
Solicitation Agent or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion
Agent, Bid Solicitation Agent (if other
than the Company) or Note Registrar, in its individual or any other capacity,
may become the owner or pledgee of Notes with the same rights it would have if
it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent
or Note Registrar. 

41







Section 7.05. Monies and Shares of Common Stock to Be Held in
Trust. All monies and shares of
Common Stock received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received. Money
and shares of Common Stock held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money or shares of Common Stock
received by it hereunder except as may be agreed from time to time by the
Company and the Trustee. 

Section 7.06. Compensation and Expenses of Trustee.
The Company covenants and agrees
to pay to the Trustee from time to time, and the Trustee shall be entitled to,
such compensation for all services rendered by it hereunder in any capacity
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as mutually agreed to in writing
between the Trustee and the Company, and the Company will pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
reasonably incurred or made by the Trustee in accordance with any of the
provisions of this Indenture in any capacity thereunder (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel and of all Persons not regularly in its employ) except any such expense,
disbursement or advance as shall have been caused by its gross negligence,
willful misconduct or bad faith. The Company also covenants to indemnify the
Trustee or any predecessor Trustee in any capacity under this Indenture and any
other document or transaction entered into in connection herewith and its agents
and any authenticating agent for, and to hold them harmless against, any loss,
claim, damage, liability or expense incurred without gross negligence, willful
misconduct or bad faith on the part of the Trustee, its officers, directors,
agents or employees, or such agent or authenticating agent, as the case may be,
and arising out of or in connection with the acceptance or administration of
this Indenture or in any other capacity hereunder, including the costs and
expenses of defending themselves against any claim (whether asserted by the
Company, any Holder or any other Person) of liability in the premises. The
obligations of the Company under this Section 7.06 to compensate or indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall be secured by a senior claim to which the Notes are hereby made
subordinate on all money or property held or collected by the Trustee, except,
subject to the effect of Section 6.05, funds held in trust herewith for the
benefit of the Holders of particular Notes. The Trustee’s right to receive
payment of any amounts due under this Section 7.06 shall not be subordinate to
any other liability or indebtedness of the Company. The obligation of the
Company under this Section 7.06 shall survive the satisfaction and discharge of
this Indenture and the earlier resignation or removal of the Trustee. The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld. The indemnification provided in this Section
7.06 shall extend to the officers, directors, agents and employees of the
Trustee. 

Without prejudice to any other
rights available to the Trustee under applicable law, when the Trustee and its
agents and any authenticating agent incur expenses or render services after an
Event of Default specified in Section 6.01(i) or Section 6.01(j) occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy, insolvency or similar laws.


42 







Section 7.07. Officer’s Certificate as Evidence.
Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or omitting any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of gross negligence or willful misconduct on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate delivered to the Trustee, and such Officer’s Certificate, in the
absence of gross negligence or willful misconduct on the part of the Trustee,
shall be full warrant to the Trustee for any action taken or omitted by it under
the provisions of this Indenture in reliance thereon. 

Section 7.08. Eligibility of Trustee. There shall at all times be a Trustee hereunder
which shall be a Person that is eligible pursuant to the Trust Indenture Act (as
if the Trust Indenture Act were applicable hereto) to act as such and has a
combined capital and surplus of at least $50,000,000. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of any supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


Section 7.09. Resignation or Removal of Trustee.
(a) The Trustee may at any time
resign by giving written notice of such resignation to the Company and by
mailing or otherwise transmitting notice thereof to the Holders at their
addresses as they shall appear on the Note Register. Upon receiving such notice
of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 60 days after the transmittal of
such notice of resignation to the Holders, the resigning Trustee may, upon ten
Business Days’ notice to the Company and the Holders, petition any court of
competent jurisdiction for the appointment of a successor trustee, or any Holder
who has been a bona fide holder of a Note or Notes for at least six months (or
since the date of this Indenture) may, subject to the provisions of Section
6.11, on behalf of himself or herself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee. 

(b) In case at any time any of
the following shall occur: 

(i) the Trustee shall cease to be
eligible in accordance with the provisions of Section 7.08 and shall fail to
resign after written request therefor by the Company or by any such Holder, or


(ii) the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, 

43 







then, in either case, the
Company may by a Board Resolution remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for
at least six months (or since the date of this Indenture) may, on behalf of
himself or herself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee. 

(c) The Holders of a majority in
aggregate principal amount of the Notes at the time outstanding, as determined
in accordance with Section 8.04, may at any time remove the Trustee and nominate
a successor trustee that shall be deemed appointed as successor trustee unless
within ten days after notice to the Company of such nomination the Company
objects thereto, in which case the Trustee so removed or any Holder, upon the
terms and conditions and otherwise as in Section 7.09(a) provided, may petition
any court of competent jurisdiction for an appointment of a successor trustee.


(d) Any resignation or removal of
the Trustee and appointment of a successor trustee pursuant to any of the
provisions of this Section 7.09 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.10. 

Section 7.10. Acceptance by Successor Trustee.
Any successor trustee appointed
as provided in Section 7.09 shall execute, acknowledge and deliver to the
Company and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein; but, nevertheless, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 7.06,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act. Upon request of any such
successor trustee, the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a senior claim to which the Notes are hereby made subordinate on all
money or property held or collected by such trustee as such, except for funds
held in trust for the benefit of Holders of particular Notes, to secure any
amounts then due it pursuant to the provisions of Section 7.06. 

No successor trustee shall
accept appointment as provided in this Section 7.10 unless at the time of such
acceptance such successor trustee shall be eligible under the provisions of
Section 7.08. 

44 







Upon acceptance of appointment
by a successor trustee as provided in this Section 7.10, each of the Company and
the successor trustee, at the written direction and at the expense of the
Company shall mail or cause to be mailed notice of the succession of such
trustee hereunder to the Holders at their addresses as they shall appear on the
Note Register. If the Company fails to mail such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Company. 

Section 7.11. Succession by Merger, Etc. Any corporation or other entity into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation or other entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or other
entity succeeding to all or substantially all of the corporate trust business of
the Trustee (including the administration of this Indenture), shall be the
successor to the Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto; provided that in the case of any corporation or other entity succeeding to all or
substantially all of the corporate trust business of the Trustee such
corporation or other entity shall be eligible under the provisions of Section
7.08. 

In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture,
any of the Notes shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee or authenticating agent appointed by such predecessor
trustee, and deliver such Notes so authenticated; and in case at that time any
of the Notes shall not have been authenticated, any successor to the Trustee or
an authenticating agent appointed by such successor trustee may authenticate
such Notes either in the name of any predecessor trustee hereunder or in the
name of the successor trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor trustee or to authenticate Notes in the name
of any predecessor trustee shall apply only to its successor or successors by
merger, conversion or consolidation. 

Section 7.12. Trustee’s Application for Instructions from the
Company. Any application by the
Trustee for written instructions from the Company (other than with regard to any
action proposed to be taken or omitted to be taken by the Trustee that affects
the rights of the Holders of the Notes under this Indenture) may, at the option
of the Trustee, set forth in writing any action proposed to be taken or omitted
by the Trustee under this Indenture and the date on and/or after which such
action shall be taken or such omission shall be effective. The Trustee shall not
be liable to the Company for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer that the Company has indicated to the Trustee
should receive such application actually receives such application, unless any
such officer shall have consented in writing to any earlier date), unless, prior
to taking any such action (or the effective date in the case of any omission),
the Trustee shall have received written instructions in accordance with this
Indenture in response to such application specifying the action to be taken or
omitted. 

45 







ARTICLE 8 
Concerning the Holders 

Section 8.01. Action by Holders. Whenever in this Indenture it is provided that the
Holders of a specified percentage of the aggregate principal amount of the Notes
may take any action (including the making of any demand or request, the giving
of any notice, consent or waiver or the taking of any other action), the fact
that at the time of taking any such action, the Holders of such specified
percentage have joined therein may be evidenced (a) by any instrument or any
number of instruments of similar tenor executed by Holders in person or by agent
or proxy appointed in writing, or (b) by the record of the Holders voting in
favor thereof at any meeting of Holders duly called and held in accordance with
the provisions of Article 9, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders. Whenever the
Company or the Trustee solicits the taking of any action by the Holders of the
Notes, the Company or the Trustee may, but shall not be required to, fix in
advance of such solicitation, a date as the record date for determining Holders
entitled to take such action. The record date if one is selected shall be not
more than fifteen days prior to the date of commencement of solicitation of such
action. 

Section 8.02. Proof of Execution by Holders. Subject to the provisions of Section 7.01, Section
7.02 and Section 9.05, proof of the execution of any instrument by a Holder or
its agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holding of Notes shall be
proved by the Note Register or by a certificate of the Note Registrar. The
record of any Holders’ meeting shall be proved in the manner provided in Section
9.06. 

Section 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating
agent, any Paying Agent, any Conversion Agent and any Note Registrar may deem
the Person in whose name a Note shall be registered upon the Note Register to
be, and may treat it as, the absolute owner of such Note (whether or not such
Note shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by any Person other than the Company or any Note Registrar)
for the purpose of receiving payment of or on account of the principal of and
(subject to Section 2.03) accrued and unpaid interest on such Note, for
conversion of such Note and for all other purposes; and neither the Company nor
the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar
shall be affected by any notice to the contrary. The sole registered holder of a
Global Note shall be the Depositary or its nominee. All such payments or
deliveries so made to any Holder for the time being, or upon its order, shall be
valid, and, to the extent of the sums or shares of Common Stock so paid or
delivered, effectual to satisfy and discharge the liability for monies payable
or shares deliverable upon any such Note. Notwithstanding anything to the
contrary in this Indenture or the Notes following an Event of Default, any
holder of a beneficial interest in a Global Note may directly enforce against
the Company, without the consent, solicitation, proxy, authorization or any
other action of the Depositary or any other Person, such holder’s right to
exchange such beneficial interest for a Physical Note in accordance with the
provisions of this Indenture. 

46 







Section 8.04. Company-Owned Notes Disregarded.
In determining whether the
Holders of the requisite aggregate principal amount of Notes have concurred in
any direction, consent, waiver or other action under this Indenture, Notes that
are owned by the Company, by any Subsidiary thereof or by any Affiliate of the
Company or any Subsidiary thereof shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, consent, waiver or other action only
Notes that a Responsible Officer actually knows are so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as outstanding for the purposes of this Section 8.04 if the pledgee shall
establish to the satisfaction of the Trustee the pledgee’s right to so act with
respect to such Notes and that the pledgee is not the Company, a Subsidiary
thereof or an Affiliate of the Company or a Subsidiary thereof. In the case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee. Upon request of the Trustee,
the Company shall furnish to the Trustee promptly an Officer’s Certificate
listing and identifying all Notes, if any, known by the Company to be owned or
held by or for the account of any of the above described Persons; and, subject
to Section 7.01, the Trustee shall be entitled to accept such Officer’s
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Notes not listed therein are outstanding for the purpose of any
such determination. 

Section 8.05. Revocation of Consents; Future Holders Bound.
At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 8.01, of the taking
of any action by the Holders of the percentage of the aggregate principal amount
of the Notes specified in this Indenture in connection with such action, any
Holder of a Note that is shown by the evidence to be included in the Notes the
Holders of which have consented to such action may, by filing written notice
with the Trustee at its Corporate Trust Office and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Note.
Except as aforesaid, any such action taken by the Holder of any Note shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Note and of any Notes issued in exchange or substitution therefor or
upon registration of transfer thereof, irrespective of whether any notation in
regard thereto is made upon such Note or any Note issued in exchange or
substitution therefor or upon registration of transfer thereof. 

ARTICLE 9 
Holders’ Meetings 

Section 9.01. Purpose of Meetings. A meeting of Holders may be called at any time and
from time to time pursuant to the provisions of this Article 9 for any of the
following purposes: 

(a) to give any notice to the
Company or to the Trustee or to give any directions to the Trustee permitted
under this Indenture, or to consent to the waiving of any Default or Event of
Default hereunder (in each case, as permitted under this Indenture) and its
consequences, or to take any other action authorized to be taken by Holders
pursuant to any of the provisions of Article 6;

47 







(b) to remove the Trustee and
nominate a successor trustee pursuant to the provisions of Article 7;


(c) to consent to the execution
of an indenture or indentures supplemental hereto pursuant to the provisions of
Section 10.02; or 

(d) to take any other action
authorized to be taken by or on behalf of the Holders of any specified aggregate
principal amount of the Notes under any other provision of this Indenture or
under applicable law. 

Section 9.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of
Holders to take any action specified in Section 9.01, to be held at such time
and at such place as the Trustee shall determine. Notice of every meeting of the
Holders, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting and the establishment of
any record date pursuant to Section 8.01, shall be mailed to Holders of such
Notes at their addresses as they shall appear on the Note Register. Such notice
shall also be mailed to the Company. Such notices shall be mailed not less than
20 nor more than 90 days prior to the date fixed for the meeting. 

Any meeting of Holders shall
be valid without notice if the Holders of all Notes then outstanding are present
in person or by proxy or if notice is waived before or after the meeting by the
Holders of all Notes then outstanding, and if the Company and the Trustee are
either present by duly authorized representatives or have, before or after the
meeting, waived notice. 

Section 9.03. Call of Meetings by Company or Holders.
In case at any time the Company,
pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate
principal amount of the Notes then outstanding, shall have requested the Trustee
to call a meeting of Holders, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Holders may determine the time and the place
for such meeting and may call such meeting to take any action authorized in
Section 9.01, by mailing notice thereof as provided in Section 9.02. 

Section 9.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders a
Person shall (a) be a Holder of one or more Notes on the record date pertaining
to such meeting or (b) be a Person appointed by an instrument in writing as
proxy by a Holder of one or more Notes on the record date pertaining to such
meeting. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel. 

Section 9.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders, in regard to proof of the holding of Notes
and of the appointment of proxies, and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit. 

48 







The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Holders as provided in
Section 9.03, in which case the Company or the Holders calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Holders of a majority in aggregate principal amount of the Notes represented
at the meeting and entitled to vote at the meeting. 

Subject to the provisions of
Section 8.04, at any meeting of Holders each Holder or proxyholder shall be
entitled to one vote for each $1,000 principal amount of Notes held or
represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any
Note challenged as not outstanding and ruled by the chairman of the meeting to
be not outstanding. The chairman of the meeting shall have no right to vote
other than by virtue of Notes held by it or instruments in writing as aforesaid
duly designating it as the proxy to vote on behalf of other Holders. Any meeting
of Holders duly called pursuant to the provisions of Section 9.02 or Section
9.03 may be adjourned from time to time by the Holders of a majority of the
aggregate principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice. 

Section 9.06. Voting. The vote upon any resolution submitted to any meeting of Holders shall be
by written ballot on which shall be subscribed the signatures of the Holders or
of their representatives by proxy and the outstanding aggregate principal amount
of the Notes held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 9.02. The record
shall show the aggregate principal amount of the Notes voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. 

Any record so signed and
verified shall be conclusive evidence of the matters therein stated. 

Section 9.07. No Delay of Rights by Meeting. Nothing contained in this Article 9 shall be
deemed or construed to authorize or permit, by reason of any call of a meeting
of Holders or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred
upon or reserved to the Trustee or to the Holders under any of the provisions of
this Indenture or of the Notes. Nothing contained in this Article 9 shall be
deemed or construed to limit any Holder’s actions pursuant to the applicable
procedures of the Depositary so long as the Notes are Global Notes. 

49 







ARTICLE 10 
Supplemental Indentures 

Section 10.01. Supplemental Indentures Without Consent of
Holders. The Company and the
Trustee, at the Company’s expense, may from time to time and at any time enter
into an indenture or indentures supplemental hereto for one or more of the
following purposes: 

(a) to cure any ambiguity,
omission, defect or inconsistency; 

(b) to provide for the assumption
by a Successor Company of the obligations of the Company under this Indenture
pursuant to Article 11; 

(c) to add guarantees with
respect to the Notes; 

(d) to secure the Notes;


(e) to add to the covenants or
Events of Default of the Company for the benefit of the Holders or surrender any
right or power conferred upon the Company; 

(f) to make any change that does
not adversely affect the rights of any Holder; 

(g) in connection with any Merger
Event, to provide that the Notes are convertible into Reference Property,
subject to the provisions of Section 14.02, and make such related changes to the
terms of the Notes to the extent expressly required by Section 14.07 or
reasonably deemed necessary by the Company to provide that the Notes are
convertible into Reference Property as required by this Indenture;

(h) to appoint a successor
Trustee with respect to the Notes; or 

(i) to conform the provisions of
this Indenture or the Notes to the “Description of notes” section of the
Offering Memorandum. 

Upon the written request of
the Company, the Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to, but may in its discretion, enter into any supplemental
indenture that affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise. 

Any supplemental indenture
authorized by the provisions of this Section 10.01 may be executed by the
Company and the Trustee without the consent of the Holders of any of the Notes
at the time outstanding, notwithstanding any of the provisions of Section 10.02.


50 







Section 10.02. Supplemental Indentures with Consent of Holders.
With the consent (evidenced as
provided in Article 8) of the Holders of at least a majority of the aggregate
principal amount of the Notes then outstanding (determined in accordance with
Article 8 and including, without limitation, consents obtained in connection
with a repurchase of, or tender or exchange offer for, the Notes), the Company
and the Trustee, at the Company’s expense, may from time to time and at any time
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or any supplemental indenture or of modifying in
any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note
affected, no such supplemental indenture shall: 

(a) reduce the amount of Notes
whose Holders must consent to an amendment;

(b) reduce the rate of or extend
the stated time for payment of interest on any Note;

(c) reduce the principal of or
extend the Maturity Date of any Note;

(d) make any change that
adversely affects the conversion rights of any Notes; 

(e) reduce the Fundamental Change
Repurchase Price of any Note or amend or modify in any manner adverse to the
Holders the Company’s obligation to make such payments, whether through an
amendment or waiver of provisions in the covenants, definitions or otherwise;


(f) make any Note payable in a
currency, or at a place of payment, other than that stated in the Note;


(g) change the ranking of the
Notes;

(h) impair the right of any
Holder to receive payment of principal and interest on such Holder’s Notes on or
after the due dates therefor or to institute suit for the enforcement of any
payment on or with respect to such Holder’s Notes; or 

(i) make any change in this
Article 10 that requires each Holder’s consent or in the waiver provisions in
Section 6.02 or Section 6.09. 

Upon the written request of
the Company, and upon the filing with the Trustee of evidence of the consent of
Holders as aforesaid and subject to Section 10.05, the Trustee shall join with
the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture. 

Holders do not need under this
Section 10.02 to approve the particular form of any proposed supplemental
indenture. It shall be sufficient if such Holders approve the substance thereof.
After any such supplemental indenture becomes effective, the Company shall mail
to the Holders a notice briefly describing such supplemental indenture. However,
the failure to give such notice to all the Holders, or any defect in the notice,
will not impair or affect the validity of the supplemental indenture.


51 







Section 10.03. Effect of Supplemental Indentures.
Upon the execution of any
supplemental indenture pursuant to the provisions of this Article 10, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitation of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes. 

Section 10.04. Notation on Notes. Notes authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article 10 may, at the Company’s expense, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Notes so modified as to conform,
in the opinion of the Trustee and the Company, to any modification of this
Indenture contained in any such supplemental indenture may, at the Company’s
expense, be prepared and executed by the Company, authenticated by the Trustee
(or an authenticating agent duly appointed by the Trustee pursuant to Section
17.10) and delivered in exchange for the Notes then outstanding, upon surrender
of such Notes then outstanding. 

Section 10.05. Evidence of Compliance of Supplemental Indenture
to Be Furnished Trustee. In
addition to the documents required by Section 17.05, the Trustee shall receive
as conclusive evidence an Officer’s Certificate and an Opinion of Counsel
stating to the effect that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article 10 and is permitted or authorized
by this Indenture. 

ARTICLE 11 
Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01. Company May Consolidate, Etc. on Certain Terms.
Subject to the provisions of
Section 11.02, the Company shall not consolidate with, merge with or into, or
sell, convey, transfer or lease all or substantially all of its properties and
assets to another Person, unless: 

(a) the resulting, surviving or
transferee Person (the “Successor
Company”), if not the Company,
shall be a corporation organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia, and the
Successor Company (if not the Company) shall expressly assume, by supplemental
indenture all of the obligations of the Company under the Notes and this
Indenture; and 

(b) immediately after giving
effect to such transaction, no Default or Event of Default shall have occurred
and be continuing under this Indenture. 

52 







For purposes of this Section
11.01, the sale, conveyance, transfer or lease of all or substantially all of
the properties and assets of one or more Subsidiaries of the Company to another
Person, which properties and assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all of the properties and
assets of the Company on a consolidated basis, shall be deemed to be the sale,
conveyance, transfer or lease of all or substantially all of the properties and
assets of the Company to another Person. 

Section 11.02. Successor Corporation to Be Substituted.
In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the Successor Company, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and accrued and unpaid interest on all of
the Notes, the due and punctual delivery or payment, as the case may be, of any
consideration due upon conversion of the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Company, such Successor Company (if not the Company) shall
succeed to and, except in the case of a lease of all or substantially all of the
Company’s properties and assets, shall be substituted for the Company, with the
same effect as if it had originally been named herein as the “Company”. Such
Successor Company thereupon may cause to be signed, and either in its own name
or in the name of the Company any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such Successor Company instead of the Company
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be
authenticated and delivered, any Notes that previously shall have been signed
and delivered by the Officers of the Company to the Trustee for authentication,
and any Notes that such Successor Company thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Notes so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Notes theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Notes had been issued at the date of the
execution hereof. In the event of any such consolidation, merger, sale,
conveyance or transfer (but not in the case of a lease), upon compliance with
this Article 11, the Person named as the “Company” in the first paragraph of
this Indenture (or any successor that shall thereafter have become such in the
manner prescribed in this Article 11) may be dissolved, wound up and liquidated
at any time thereafter and, except in the case of a lease, such Person shall be
released from its liabilities as obligor and maker of the Notes and from its
obligations under this Indenture and the Notes. 

In case of any such
consolidation, merger, sale, conveyance, transfer or lease, such changes in
phraseology and form (but not in substance) may be made in the Notes thereafter
to be issued as may be appropriate. 

Section 11.03. Opinion of Counsel to Be Given to Trustee.
No such consolidation, merger,
sale, conveyance, transfer or lease shall be effective unless the Trustee shall
receive an Officer’s Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease and any such assumption and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, complies with the
provisions of this Article 11. 

53 







ARTICLE 12 
Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01. Indenture and Notes Solely Corporate
Obligations. No recourse for the
payment of the principal of or accrued and unpaid interest on any Note, nor for
any claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement of the Company in this Indenture
or in any supplemental indenture or in any Note, nor because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, Officer or director or Subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Notes.


ARTICLE 13 
Intentionally Omitted 

ARTICLE 14 
Conversion of Notes 

Section 14.01. Conversion Privilege. (a) Subject to and upon compliance with the
provisions of this Article 14, each Holder of a Note shall have the right, at
such Holder’s option, to convert all or any portion (if the portion to be
converted is $1,000 principal amount or a multiple thereof) of such Note (i)
subject to satisfaction of the conditions described in Section 14.01(b), at any
time prior to the close of business on the Business Day immediately preceding
November 15, 2019 and (ii) regardless of the conditions described in Section
14.01(b), on or after November 15, 2019 and prior to the close of business on
the second Scheduled Trading Day immediately preceding the Maturity Date, in
each case, at an initial conversion rate of 36.2398 shares of Common Stock
(subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject
to, and in accordance with, the settlement provisions of Section 14.02, the
“Conversion
Obligation”). 

54 







(b)
(i) Prior to the close of business on
the Business Day immediately preceding November 15, 2019, a Holder may surrender
all or any portion of its Notes for conversion at any time during the five
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, as determined following a request by
a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement
Period was less than 98% of the product of the Last Reported Sale Price of the
Common Stock on each such Trading Day and the Conversion Rate on each such
Trading Day. The Trading Prices shall be determined by the Bid Solicitation
Agent pursuant to this subsection (b)(i) and the definition of Trading Price set
forth in this Indenture. The Company shall provide written notice to the Bid
Solicitation Agent of the three independent nationally recognized securities
dealers selected by the Company pursuant to the definition of Trading Price,
along with appropriate contact information for each. The Bid Solicitation Agent
shall have no obligation to determine the Trading Price per $1,000 principal
amount of Notes unless the Company has requested in writing such determination,
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 on any Trading Day would be less than 98% of the
product of the Last Reported Sale Price of the Common Stock on such Trading Day
and the Conversion Rate on such Trading Day, at which time the Company shall
instruct the Bid Solicitation Agent in writing to determine the Trading Price
per $1,000 principal amount of 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 determined by the Company to be greater than or equal to 98% of the
product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate. If the Company does not instruct the Bid Solicitation Agent to determine
the Trading Price per $1,000 principal amount of Notes when obligated as
provided in the preceding sentence, or if the Company instructs the Bid
Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make
such determination, then, in either case, the Trading Price per $1,000 principal
amount of 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 of such failure. If the Trading Price condition set forth above has been
met, the Bid Solicitation Agent, at the written direction and on behalf of the
Company, shall so notify the Holders, the Trustee (if other than the Bid
Solicitation Agent) and the Conversion Agent (if other than the Trustee). If, at
any time after the Trading Price condition set forth above 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 date, the Company shall so notify the Holders of the
Notes, the Trustee and the Conversion Agent (if other than the
Trustee).

(ii) If, prior to the close of
business on the Business Day immediately preceding November 15, 2019, 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 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; or 

(B) distribute to all or
substantially all holders of the Common Stock the Company’s assets, securities
or 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 average 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 for such distribution,


55 







then, in either case, the
Company shall notify all Holders of the Notes, the Trustee and the Conversion
Agent (if other than the Trustee) at least 60 Scheduled Trading Days prior to
the Ex-Dividend Date for such issuance or distribution. Once the Company has
given such notice, a Holder may surrender all or any portion of its Notes 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 such issuance or
distribution will not take place, in each case, even if the Notes are not
otherwise convertible at such time. 

(iii) If a transaction
or event that constitutes a Fundamental Change or a Make-Whole Fundamental
Change occurs prior to the close of business on the Business Day immediately
preceding November 15, 2019, regardless of whether a Holder has the right to
require the Company to repurchase the Notes pursuant to Section 15.02, or if the
Company is a party to a consolidation, merger, binding share exchange, or
transfer or lease of all or substantially all of its assets, in each case,
pursuant to which the Common Stock would be converted into cash, securities or
other assets (other than any such transaction to which the Company is a party
solely for the purpose of changing its jurisdiction of incorporation and which
results in a reclassification, conversion or exchange of the Common Stock solely
into common stock, ordinary shares or other common equity of the surviving
entity, excluding cash payments for fractional shares), all or any portion of a
Holder’s Notes may be surrendered for conversion at any time from or after the
date that is 60 Scheduled Trading Days prior to the anticipated effective date
of the transaction (or, if later, the Business Day after the Company gives
notice of such transaction) until 35 Trading Days after the actual effective
date of such transaction or, if such transaction also constitutes a Fundamental
Change, until the related Fundamental Change Repurchase Date. The Company shall
notify Holders, the Trustee and the Conversion Agent (if other than the Trustee)
(x) as promptly as practicable following the date the Company publicly announces
such transaction but in no event less than 60 Scheduled Trading Days prior to
the anticipated effective date of such transaction or (y) if the Company does
not have knowledge of such transaction at least 60 Scheduled Trading Days prior
to the anticipated effective date of such transaction, within three Business
Days of the date upon which the Company receives notice, or otherwise becomes
aware, of such transaction, but in no event later than the actual effective date
of such transaction. 

(iv) Prior to the close of
business on the Business Day immediately preceding November 15, 2019, a Holder
may surrender all or any portion of its Notes for conversion at any time during
any fiscal quarter commencing after the fiscal quarter ending on August 31, 2015
(and only during such fiscal quarter), if the Last Reported Sale Price of the
Common Stock for at least 20 Trading Days (whether or not consecutive) during
the period of 30 consecutive Trading Days ending on the last Trading Day of the
immediately preceding fiscal quarter is greater than or equal to 130% of the
Conversion Price on each applicable Trading Day. The Conversion Agent, on behalf
of the Company, shall determine at the beginning of each fiscal quarter
commencing after August 31, 2015 whether the Notes may be surrendered for
conversion in accordance with this clause (iv) and shall notify the Company and
the Trustee if the Notes become convertible in accordance with this clause (iv).


56 







Section 14.02. Conversion Procedures; Settlement Upon
Conversion.

(a) Subject to this Section
14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the
Company shall pay or deliver, as the case may be, to the converting Holder, in
respect of each $1,000 principal amount of Notes being converted, cash
(“Cash Settlement”), shares of Common Stock, together with cash, if
applicable, in lieu of delivering any fractional share of Common Stock in
accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Common
Stock, together with cash, if applicable, in lieu of delivering any fractional
share of Common Stock in accordance with subsection (j) of this Section 14.02
(“Combination
Settlement”), at its election, as
set forth in this Section 14.02. 

(i) All conversions for which the
relevant Conversion Date occurs on or after November 15, 2019 shall be settled
using the same Settlement Method.

(ii) Except for any conversions
for which the relevant Conversion Date occurs on or after November 15, 2019, the
Company shall use the same Settlement Method for all conversions with the same
Conversion Date, but the Company shall not have any obligation to use the same
Settlement Method with respect to conversions with different Conversion Dates.


(iii) If, in respect of
any Conversion Date for any conversions for which the relevant Conversion Date
occurs on or after November 15, 2019, the Company elects to deliver a notice
(the “Settlement
Notice”) of the relevant
Settlement Method in respect of such Conversion Date (or such period, as the
case may be), the Company, through the Trustee, shall deliver such Settlement
Notice to converting Holders no later than the close of business on the Trading
Day immediately following the relevant Conversion Date (or, in the case of any
conversions for which the relevant Conversion Date occurs on or after November
15, 2019, no later than November 15, 2019). If the Company does not elect a
Settlement Method prior to the deadline set forth in the immediately preceding
sentence, the Company shall no longer have the right to elect Cash Settlement or
Physical Settlement and the Company shall be deemed to have elected Combination
Settlement in respect of its Conversion Obligation with respect to any
conversion on such Conversion Date or during such period, and the Specified
Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000.
Such Settlement Notice shall specify the relevant Settlement Method and in the
case of an election of Combination Settlement, the relevant Settlement Notice
shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes.
If the Company delivers a Settlement Notice electing Combination Settlement in
respect of its Conversion Obligation but does not indicate a Specified Dollar
Amount per $1,000 principal amount of Notes in such Settlement Notice, the
Specified Dollar Amount per $1,000 principal amount of Notes to be converted
shall be deemed to be $1,000. 

57 







(iv) The cash, shares of Common
Stock or combination of cash and shares of Common Stock in respect of any
conversion of Notes (the “Settlement Amount”) shall
be computed as follows: 

(A) if the Company elects to
satisfy its Conversion Obligation in respect of such conversion by Physical
Settlement, the Company shall deliver to the converting Holder in respect of
each $1,000 principal amount of Notes being converted a number of shares of
Common Stock equal to the Conversion Rate in effect on the Conversion Date;


(B) if the Company elects to
satisfy its Conversion Obligation in respect of such conversion by Cash
Settlement, the Company shall pay to the converting Holder in respect of each
$1,000 principal amount of Notes being converted cash in an amount equal to the
sum of the Daily Conversion Values for each of the 50 consecutive Trading Days
during the related Observation Period; and 

(C) if the Company elects (or is
deemed to have elected) to satisfy its Conversion Obligation in respect of such
conversion by Combination Settlement, the Company shall pay or deliver, as the
case may be, in respect of each $1,000 principal amount of Notes being
converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts
for each of the 50 consecutive Trading Days during the related Observation
Period.

(v) The Daily Settlement Amounts
(if applicable) and the Daily Conversion Values (if applicable) shall be
determined by the Company promptly following the last day of the Observation
Period. Promptly after such determination of the Daily Settlement Amounts or the
Daily Conversion Values, as the case may be, and the amount of cash payable in
lieu of delivering any fractional share of Common Stock, the Company shall
notify the Trustee and the Conversion Agent (if other than the Trustee) of the
Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and
the amount of cash payable in lieu of delivering fractional shares of Common
Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall
have no responsibility for any such determination. 

58 







(b)
Subject to Section 14.02(e), before
any Holder of a Note shall be entitled to convert a Note as set forth above,
such Holder shall (i) in the case of a Global Note, comply with the procedures
of the Depositary in effect at that time and, if required, pay funds equal to
interest payable on the next
Interest Payment Date to which such Holder is not entitled as set forth in
Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually
sign and deliver an irrevocable notice to the Conversion Agent as set forth in
the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state
in writing therein the principal amount of Notes to be converted and the name or
names (with addresses) in which such Holder wishes the certificate or
certificates for any shares of Common Stock to be delivered upon settlement of
the Conversion Obligation to be registered, (2) surrender such Notes, duly
endorsed to the Company or in blank (and accompanied by appropriate endorsement
and transfer documents), at the office of the Conversion Agent, (3) if required,
furnish appropriate endorsements and transfer documents and (4) if required, pay
funds equal to interest payable on the next Interest Payment Date to which such
Holder is not entitled as set forth in Section 14.02(h). The Trustee (and if
different, the Conversion Agent) shall notify the Company of any conversion
pursuant to this Article 14 on the Conversion Date for such conversion. No
Notice of Conversion with respect to any Notes may be surrendered by a Holder
thereof if such Holder has also delivered a Fundamental Change Repurchase Notice
to the Company in respect of such Notes and has not validly withdrawn such
Fundamental Change Repurchase Notice in accordance with Section 15.03, in the
case of Physical Notes, or through the applicable procedures of the Depositary,
in the case of Global Notes. 

If more than one Note shall be
surrendered for conversion at one time by the same Holder, the Conversion
Obligation with respect to such Notes shall be computed on the basis of the
aggregate principal amount of the Notes (or specified portions thereof to the
extent permitted thereby) so surrendered. 

(c) A Note shall be deemed to
have been converted immediately prior to the close of business on the date (the
“Conversion Date”) that the Holder has complied with the
requirements set forth in subsection (b) above. Except as set forth in Section
14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may
be, the consideration due in respect of the Conversion Obligation on the third
Business Day immediately following the relevant Conversion Date, if the Company
elects Physical Settlement, or on the third Business Day immediately following
the last Trading Day of the Observation Period, in the case of any other
Settlement Method. If any shares of Common Stock are due to converting Holders,
the Company shall issue or cause to be issued, and deliver to the Conversion
Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a
book-entry transfer through the Depositary for the full number of shares of
Common Stock to which such Holder shall be entitled in satisfaction of the
Company’s Conversion Obligation. 

(d) In case any Note shall be
surrendered for partial conversion, the Company shall execute and the Trustee
shall authenticate and deliver to or upon the written order of the Holder of the
Note so surrendered a new Note or Notes in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Note, without payment of any service charge by the converting Holder but, if
required by the Company or Trustee, with payment of a sum sufficient to cover
any documentary, stamp or similar issue or transfer tax or similar governmental
charge required by law or that may be imposed in connection therewith as a result of the name of the
Holder of the new Notes issued upon such conversion being different from the
name of the Holder of the old Notes surrendered for such conversion. 


59 











(e) If a
Holder submits a Note for conversion, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of any shares of Common
Stock upon conversion, unless the tax is due because the Holder requests such
shares to be issued in a name other than the Holder’s name, in which case the
Holder shall pay that tax. The Conversion Agent may refuse to deliver the
certificates representing the shares of Common Stock being issued in a name
other than the Holder’s name until the Trustee receives a sum sufficient to pay
any tax that is due by such Holder in accordance with the immediately preceding
sentence.

(f) Except
as provided in Section 14.04, no adjustment shall be made for dividends on any
shares of Common Stock issued upon the conversion of any Note as provided in
this Article 14. 

(g) Upon
the conversion of an interest in a Global Note, the Trustee, or the Custodian at
the direction of the Trustee, shall make a notation on such Global Note as to
the reduction in the principal amount represented thereby. The Company shall
notify the Trustee in writing of any conversion of Notes effected through any
Conversion Agent other than the Trustee. 

(h) Upon
conversion, a Holder shall not receive any separate cash payment for accrued and
unpaid interest, if any, except as set forth below. The Company’s settlement of
the full Conversion Obligation shall be deemed to satisfy in full its obligation
to pay the principal amount of the Note and accrued and unpaid interest, if any,
to, but not including, the relevant Conversion Date. As a result, accrued and
unpaid interest, if any, to, but not including, the relevant Conversion Date
shall be deemed to be paid in full rather than cancelled, extinguished or
forfeited. Upon a conversion of Notes into a combination of cash and shares of
Common Stock, accrued and unpaid interest will be deemed to be paid first out of
the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are
converted after the close of business on a Regular Record Date but prior to the
open of business on the immediately following Interest Payment Date, Holders of
such Notes as of the close of business on such Regular Record Date will receive
the full amount of interest payable on such Notes on the corresponding Interest
Payment Date notwithstanding the conversion. Notes surrendered for conversion
during the period from the close of business on any Regular Record Date to the
open of business on the immediately following Interest Payment Date must be
accompanied by funds equal to the amount of interest payable on the Notes so
converted; provided that no such
payment shall be required (1) for conversions following the Regular Record Date
immediately preceding the Maturity Date; (2) if the Company has specified a
Fundamental Change Repurchase Date that is after a Regular Record Date and on or
prior to the Business Day immediately following the corresponding Interest
Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted
Amounts exists at the time of conversion with respect to such Note. Therefore,
for the avoidance of doubt, all Holders of record on the Regular Record Date
immediately preceding the Maturity Date or any such Fundamental Change
Repurchase Date shall receive the full interest payment due on the Maturity Date
or any such Fundamental Change Repurchase Date regardless of whether their Notes
have been converted following the applicable Regular Record Date. 

60 







(i) The
Person in whose name the shares of Common Stock shall be issuable upon
conversion shall be treated as a stockholder of record as of the close of
business on the relevant Conversion Date (if the Company elects to satisfy the
related Conversion Obligation by Physical Settlement) or the last Trading Day of
the relevant Observation Period (if the Company elects to satisfy the related
Conversion Obligation by Combination Settlement), as the case may be. Upon a
conversion of Notes, such Person shall no longer be a Holder of such Notes
surrendered for conversion. 

(j) The
Company shall not issue any fractional share of Common Stock upon conversion of
the Notes and shall instead pay cash in lieu of delivering any fractional share
of Common Stock issuable upon conversion based on the Daily VWAP for the
relevant Conversion Date (in the case of Physical Settlement) or based on the
Daily VWAP for the last Trading Day of the relevant Observation Period (in the
case of Combination Settlement). For each Note surrendered for conversion, if
the Company has elected (or is deemed to have elected) Combination Settlement,
the full number of shares that shall be issued upon conversion thereof shall be
computed on the basis of the aggregate Daily Settlement Amounts for the relevant
Observation Period and any fractional shares remaining after such computation
shall be paid in cash.

Section 14.03. Increased Conversion Rate Applicable to Certain
Notes Surrendered in Connection with Make-Whole Fundamental Changes.
(a) If the Effective Date of a
Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder
elects to convert its Notes in connection with such Make-Whole Fundamental
Change, the Company shall, under the circumstances described below, increase the
Conversion Rate for the Notes so surrendered for conversion by a number of
additional shares of Common Stock (the “Additional Shares”), as
described below. A conversion of Notes shall be deemed for these purposes to be
“in connection with” such Make-Whole Fundamental Change if the relevant Notice
of Conversion is received by the Conversion Agent from, and including, the
Effective Date of the Make-Whole Fundamental Change up to, and including, the
Business Day immediately prior to the related Fundamental Change Repurchase Date
(or, in the case of a Make-Whole Fundamental Change that would have been a
Fundamental Change but for the proviso in clause (b) of
the definition thereof, the 35th Trading Day immediately following the Effective
Date of such Make-Whole Fundamental Change).

(b) Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental
Change, the Company shall, at its option, satisfy the related Conversion
Obligation by Physical Settlement, Cash Settlement or Combination Settlement in
accordance with Section 14.02 based on the Conversion Rate as adjusted to
reflect the Additional Shares pursuant to the table below; provided, however, that if, at the effective time of a Make-Whole
Fundamental Change described in clause (b) of the definition of Fundamental
Change, the Reference Property following such Make-Whole Fundamental Change is
composed entirely of cash, for any conversion of Notes following the Effective
Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be
calculated based solely on the Stock Price for the transaction and shall be
deemed to be an amount of cash per $1,000 principal amount of converted Notes
equal to the Conversion Rate (including any adjustment for Additional Shares),
multiplied by such Stock Price. In such event, the Conversion
Obligation shall be paid to Holders in cash on the third Business Day following
the Conversion Date. The Company shall notify the Holders of Notes of the
Effective Date of any Make-Whole Fundamental Change and issue a press release
announcing such Effective Date no later than five Business Days after such
Effective Date. 

61 







(c) The
number of Additional Shares, if any, by which the Conversion Rate shall be
increased shall be determined by reference to the table below, based on the date
on which the Make-Whole Fundamental Change occurs or becomes effective (the
“Effective Date”) and the price (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the
Make-Whole Fundamental Change. If the holders of the Common Stock receive in
exchange for their Common Stock only cash in a Make-Whole Fundamental Change
described in clause (b) of the definition of Fundamental Change, the Stock Price
shall be the cash amount paid per share. Otherwise, the Stock Price shall be the
average of the Last Reported Sale Prices of the Common Stock over the ten
consecutive Trading Day period ending on, and including, the Trading Day
immediately preceding the Effective Date of the Make-Whole Fundamental Change.
The Board of Directors shall make appropriate adjustments to the Stock Price, 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
Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used
in Section 14.04) or expiration date of the event occurs during such ten
consecutive Trading Day period. 

(d) The
Stock Prices set forth in the column headings of the table below shall be
adjusted as of any date on which the Conversion Rate of the Notes is otherwise
adjusted. The adjusted Stock Prices shall 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 giving rise to the Stock Price adjustment and the denominator of
which is the Conversion Rate as so adjusted. The number of Additional Shares set
forth in the table below shall be adjusted in the same manner and at the same
time as the Conversion Rate as set forth in Section 14.04. 

(e) The
following table sets forth the number of Additional Shares of Common Stock by
which the Conversion Rate shall be increased per $1,000 principal amount of
Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set
forth below: 


	Stock
      Price
	Effective Date	   	$19.71	   	$22.00	   	$24.00	   	$26.00	   	$27.59	   	$30.00	  
      	$35.00	  
      	$40.00	  
      	$50.00	  
      	$60.00	  
      	$80.00	   	$100.00
	May 6,
      2015		14.4958		11.7738		9.8565		8.3322		7.3406		6.1039	 	4.2972		3.1282		1.7856		1.0923		0.4580		0.2007
	May 15,
      2016		14.4958	 	11.8508	 	9.8019		8.1851		7.1415		5.8508		3.9982	 	2.8302		1.5379		0.9034	 	0.3552	 	0.1459
	May 15,
      2017		14.4958		11.5959		9.4220		7.7249		6.6420		5.3195		3.4718		2.3534		1.1869	 	0.6584		0.2387	 	0.0902
	May 15,
      2018	 	14.4958		11.1854		8.8347		7.0283	 	5.8963	 	4.5417		2.7339		1.7162	 	0.7631		0.3904		0.1317		0.0457
	May 15,
      2019		14.4958		10.2976		7.6755	 	5.7181		4.5366		3.1861		1.5721		0.8188		0.2863		0.1415		0.0535		0.0171
	May 15,
      2020		14.4958		9.2147		5.4269		2.2217		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000



62 







The exact Stock Prices and
Effective Dates may not be set forth in the table above, in which case:


(i) if the
Stock Price is between two Stock Prices in the table above or the Effective Date
is between two Effective Dates in the table, the number of Additional Shares
shall be determined by a straight-line interpolation between the number of
Additional Shares set forth for the higher and lower Stock Prices and the
earlier and later Effective Dates, as applicable, based on a 365-day year;


(ii) if the
Stock Price is greater than $100.00 per share (subject to adjustment in the same
manner as the Stock Prices set forth in the column headings of the table above
pursuant to subsection (d) above), no Additional Shares shall be added to the
Conversion Rate; and

(iii) if the
Stock Price is less than $19.71 per share (subject to adjustment in the same
manner as the Stock Prices set forth in the column headings of the table above
pursuant to subsection (d) above), no Additional Shares shall be added to the
Conversion Rate. 

Notwithstanding the foregoing,
in no event shall the Conversion Rate per $1,000 principal amount of Notes
exceed 50.7356 shares of Common Stock, subject to adjustment in the same manner
as the Conversion Rate pursuant to Section 14.04. 

(f) Nothing in this Section 14.03 shall prevent an adjustment to the
Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental
Change. 

Section 14.04. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to
time by the Company if any of the following events occurs, except that the
Company shall not make any adjustments to the Conversion Rate if Holders of the
Notes participate (other than in the case of (x) a share split or share
combination or (y) a tender or exchange offer), at the same time and upon the
same terms as holders of the Common Stock and solely as a result of holding the
Notes, in any of the transactions described in this Section 14.04, without
having to convert their Notes, as if they held a number of shares of Common
Stock equal to the Conversion Rate, multiplied by the
principal amount (expressed in thousands) of Notes held by such Holder.


63 







(a) If the
Company exclusively issues shares of Common Stock as a dividend or distribution
on all or substantially all shares of the Common Stock, or if the Company
effects a share split or share combination, the Conversion Rate shall be
adjusted based on the following formula: 


	CR' = CR0 × 
	OS'
	OS0




where, 

	CR0	      
      =       	the Conversion
      Rate in effect immediately prior to the open of business on the
      Ex-Dividend Date of such dividend or distribution, or immediately prior to
      the open of business on the Effective Date of such share split or share
      combination, as applicable;
	  
	CR'	=	the Conversion
      Rate in effect immediately after the open of business on such Ex-Dividend
      Date or Effective Date, as applicable;
	  
	OS0	=	the number of
      shares of Common Stock outstanding immediately prior to the open of
      business on such Ex-Dividend Date or Effective Date, as applicable;
      and
	  
	OS'	=	the number of
      shares of Common Stock outstanding immediately after giving effect to such
      dividend, distribution, share split or share combination, as
      applicable.



Any adjustment made under this
Section 14.04(a) shall become effective immediately after the open of business
on the Ex-Dividend Date for such dividend or distribution, or immediately after
the open of business on the Effective Date for such share split or share
combination, as applicable. If any dividend or distribution of the type
described in this Section 14.04(a) is declared but not so paid or made, the
Conversion Rate shall be immediately readjusted, effective as of the date the
Board of Directors determines not to pay such dividend or distribution, to the
Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.

(b) If the
Company issues 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 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, the Conversion
Rate shall be increased based on the following formula: 


	CR' = CR0
      ×  
	OS0+ X
	OS0 +
      Y




where, 

64 







	CR0	      
      =       	the Conversion
      Rate in effect immediately prior to the open of business on the
      Ex-Dividend Date for such issuance;
	  
	CR'	=	the Conversion
      Rate in effect immediately after the open of business on such Ex-Dividend
      Date;
	  
	OS0	=	the number of
      shares of Common Stock outstanding immediately prior to the open of
      business on such Ex-Dividend Date;
	  
	X	=	the total number
      of shares of Common Stock issuable pursuant to such rights, options or
      warrants; and
	  
	Y	=	the number of
      shares of Common Stock equal to the aggregate price payable to exercise
      such rights, options or warrants, divided by 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 date of announcement of the issuance of such rights, options
      or warrants.



Any increase made under this
Section 14.04(b) shall be made successively whenever any such rights, options or
warrants are issued and shall become effective immediately after the open of
business on the Ex-Dividend Date for such issuance. To the extent that shares of
the Common Stock are not delivered after the expiration of such rights, options
or warrants, the Conversion Rate shall be decreased to the Conversion Rate that
would then be in effect had the increase with respect to the issuance of such
rights, options or warrants been made on the basis of delivery of only the
number of shares of Common Stock actually delivered. If such rights, options or
warrants are not so issued, the Conversion Rate shall be decreased to the
Conversion Rate that would then be in effect if such Ex-Dividend Date for such
issuance had not occurred. 

For purposes of this Section
14.04(b) and for the purpose of Section 14.01(b)(ii)(A), in determining whether
any rights, options or warrants entitle the holders of the Common Stock to
subscribe for or purchase shares of the Common Stock at less than such 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 for such issuance, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received by the Company for such rights, options
or warrants and any amount payable on exercise or conversion thereof, the value
of such consideration, if other than cash, to be determined by the Board of
Directors.

65 







(c) If the
Company distributes shares of its Capital Stock, evidences of its indebtedness,
other assets or property of the Company or rights, options or warrants to
acquire its Capital Stock or other securities, to all or substantially all
holders of the Common Stock, excluding (i) dividends, distributions or issuances
of rights, options or warrants as to which an adjustment was effected pursuant
to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid
exclusively in cash as to which an adjustment was effected pursuant to Section
14.04(d), and (iii) Spin-Offs as to which the provisions set forth below in this
Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or
property or rights, options or warrants to acquire Capital Stock or other
securities, the “Distributed
Property”), then the Conversion
Rate shall be increased based on the following formula: 


	CR' = CR0 × 	SP0
	SP0 –
      FMV




where, 

	CR0	       
      =        	the Conversion
      Rate in effect immediately prior to the open of business on the
      Ex-Dividend Date for such distribution;
	  
	CR'	=	the Conversion
      Rate in effect immediately after the open of business on the Ex-Dividend
      Date for such distribution;
	  
	SP0	=	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 Ex-Dividend Date for such distribution; and
	  
	FMV	=	the fair market
      value (as determined by the Board of Directors) of the Distributed
      Property with respect to each outstanding share of the Common Stock on the
      Ex-Dividend Date for such distribution.



Any increase made under the
portion of this Section 14.04(c) above shall become effective immediately after
the open of business on the Ex-Dividend Date for such distribution. If such
distribution is not so paid or made, the Conversion Rate shall be decreased to
the Conversion Rate that would then be in effect if such distribution had not
been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is
equal to or greater than “SP0” (as defined above), in lieu of the
foregoing increase, each Holder of a Note shall receive, in respect of each
$1,000 principal amount of Notes it holds, at the same time and upon the same
terms as holders of the Common Stock receive the Distributed Property, the
amount and kind of Distributed Property such Holder would have received if such
Holder owned a number of shares of Common Stock equal to the Conversion Rate in
effect on the Ex-Dividend Date for the distribution. If the Board of Directors
determines the “FMV” (as defined above) of any distribution for purposes of this
Section 14.04(c) by reference to the actual or when-issued trading market for
any securities, it shall in doing so consider the prices in such market over the
same period used in computing 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 Ex-Dividend Date for such distribution.

66 







With respect to an adjustment
pursuant to this Section 14.04(c) where there has been a payment of a dividend
or other distribution on the Common Stock of shares of Capital Stock of any
class or series, or similar equity interest, of or relating to any Subsidiaries
or other business units of the Company, that are, or, when issued, will be,
listed or admitted for trading on a U.S. national securities exchange (a
“Spin-Off”), the Conversion Rate shall be increased based
on the following formula: 


	CR' = CR0 × 
	FMV0
      + MP0
	MP0




where, 

	CR0	      
      =       	the Conversion
      Rate in effect immediately prior to the end of the Valuation
    Period;
	  
	CR'	=	the Conversion
      Rate in effect immediately after the end of the Valuation
  Period;
	  
	FMV0	=	the average of
      the Last Reported Sale Prices of the Capital Stock or similar equity
      interest distributed to holders of the Common Stock applicable to one
      share of the Common Stock (determined by reference to the definition of
      Last Reported Sale Price as set forth in Section 1.01 as if references
      therein to Common Stock were to such Capital Stock or similar equity
      interest) over the first 10 consecutive Trading Day period after, and
      including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
	  
	MP0	=	the average of
      the Last Reported Sale Prices of the Common Stock over the Valuation
      Period.



The increase to the Conversion
Rate under the preceding paragraph shall occur on the last Trading Day of the
Valuation Period; provided
that (x) in respect of any
conversion of Notes for which Physical Settlement is applicable, if the relevant
Conversion Date occurs during the Valuation Period, the reference to “10” in the
preceding paragraph shall be deemed replaced with such lesser number of Trading
Days as have elapsed between the Ex-Dividend Date for such Spin-Off and such
Conversion Date in determining the Conversion Rate and (y), in respect of any
conversion of Notes for which Cash Settlement or Combination Settlement is
applicable, subject to the immediately succeeding sentence, in respect of any
conversion of Notes for any Trading Day that falls within the relevant
Observation Period for such conversion and within the Valuation Period,
references in the preceding paragraph related to Spin-Offs with respect to “10”
shall be deemed to be replaced with such lesser number of Trading Days as have
elapsed between the Ex-Dividend Date for such Spin-Off and such Trading Day in
determining the Conversion Rate as of such Trading Day. Further, if the
Ex-Dividend Date for such Spin-Off is after the 10th Trading Day immediately
preceding, and including, the end of the Observation Period in respect of a
conversion of Notes, references to “10” or “10th” in this paragraph and the
preceding paragraph of this Section 14.04(c) related to Spin-Offs will be deemed
to be replaced, solely in respect of that conversion of Notes, with such lesser
number of Trading Days as have elapsed from, and including, the Ex-Dividend Date
for such Spin-Off to, and including, the last Trading Day of such Observation
Period. If the distribution constituting such Spin-Off is not paid or made, the
Conversion Rate shall be decreased to be the Conversion Rate that would then be
in effect if such distribution had not been declared. 

67 







For purposes of this Section
14.04(c) (and subject in all respect to Section 14.11), rights, options or
warrants distributed by the Company to all holders of the Common Stock entitling
them to subscribe for or purchase shares of the Company’s Capital Stock,
including Common Stock (either initially or under certain circumstances), which
rights, options or warrants, until the occurrence of a specified event or events
(“Trigger Event”): (i) are deemed to be transferred with such
shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued
in respect of future issuances of the Common Stock, shall be deemed not to have
been distributed for purposes of this Section 14.04(c) (and no adjustment to the
Conversion Rate under this Section 14.04(c) will be required) until the
occurrence of the earliest Trigger Event, whereupon such rights, options or
warrants shall be deemed to have been distributed and an appropriate adjustment
(if any is required) to the Conversion Rate shall be made under this Section
14.04(c). If any such right, option or warrant, including any such existing
rights, options or warrants distributed prior to the date of this Indenture, are
subject to events, upon the occurrence of which such rights, options or warrants
become exercisable to purchase different securities, evidences of indebtedness
or other assets, then the date of the occurrence of any and each such event
shall be deemed to be the date of distribution and Ex-Dividend Date with respect
to new rights, options or warrants with such rights (in which case the existing
rights, options or warrants shall be deemed to terminate and expire on such date
without exercise by any of the holders thereof). In addition, subject to Section
14.11, in the event of any distribution (or deemed distribution) of rights,
options or warrants, or any Trigger Event or other event (of the type described
in the immediately preceding sentence) with respect thereto that was counted for
purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 14.04(c) was made, (1) in the case of any
such rights, options or warrants that shall all have been redeemed or purchased
without exercise by any holders thereof, upon such final redemption or purchase
(x) the Conversion Rate shall be readjusted as if such rights, options or
warrants had not been issued and (y) the Conversion Rate shall then again be
readjusted to give effect to such distribution, deemed distribution or Trigger
Event, as the case may be, as though it were a cash distribution, equal to the
per share redemption or purchase price received by a holder or holders of Common
Stock with respect to such rights, options or warrants (assuming such holder had
retained such rights, options or warrants), made to all holders of Common Stock
as of the date of such redemption or purchase, and (2) in the case of such
rights, options or warrants that shall have expired or been terminated without
exercise by any holders thereof, the Conversion Rate shall be readjusted as if
such rights, options and warrants had not been issued. 

For purposes of Section
14.04(a), Section 14.04(b) and this Section 14.04(c), if any dividend or
distribution to which this Section 14.04(c) is applicable also includes one or
both of:

(A) a dividend or distribution
of shares of Common Stock to which Section 14.04(a) is applicable (the
“Clause A
Distribution”); or

(B) a dividend or distribution
of rights, options or warrants to which Section 14.04(b) is applicable (the
“Clause B
Distribution”), 

then, in either case, (1) such
dividend or distribution, other than the Clause A Distribution and the Clause B
Distribution, shall be deemed to be a dividend or distribution to which this
Section 14.04(c) is applicable (the “Clause C Distribution”)
and any Conversion Rate adjustment required by this Section 14.04(c) with
respect to such Clause C Distribution shall then be made, and (2) the Clause A
Distribution and Clause B Distribution shall be deemed to immediately follow the
Clause C Distribution and any Conversion Rate adjustment required by Section
14.04(a) and Section 14.04(b) with respect thereto shall then be made, except
that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A
Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend
Date of the Clause C Distribution and (II) any shares of Common Stock included
in the Clause A Distribution or Clause B Distribution shall be deemed not to be
“outstanding immediately prior to the open of business on such Ex-Dividend Date
or Effective Date, as applicable” within the meaning of Section 14.04(a) or
“outstanding immediately prior to the open of business on such Ex-Dividend Date”
within the meaning of Section 14.04(b). 

68 







(d) If any
cash dividend or distribution is made to all or substantially all holders of the
Common Stock, the Conversion Rate shall be adjusted based on the following
formula: 


	CR' = CR0 × 
	SP0
	SP0 –
      C




where, 

	CR0	      
      =       	the Conversion
      Rate in effect immediately prior to the open of business on the
      Ex-Dividend Date for such dividend or distribution;
	  
	CR'	=	the Conversion
      Rate in effect immediately after the open of business on the Ex-Dividend
      Date for such dividend or distribution;
	  
	SP0	=	the Last Reported
      Sale Price of the Common Stock on the Trading Day immediately preceding
      the Ex-Dividend Date for such dividend or distribution; and
	  
	C	=	the amount in
      cash per share the Company distributes to all or substantially all holders
      of the Common Stock.



Any increase pursuant to this
Section 14.04(d) shall become effective immediately after the open of business
on the Ex-Dividend Date for such dividend or distribution. If such dividend or
distribution is not so paid, the Conversion Rate shall be decreased, effective
as of the date the Board of Directors determines not to make or pay such
dividend or distribution, to be the Conversion Rate that would then be in effect
if such dividend or distribution had not been declared. Notwithstanding the
foregoing, if “C” (as defined above) is equal to or greater than
“SP0” (as defined above), in lieu of the foregoing increase, each
Holder of a Note shall receive, for each $1,000 principal amount of Notes it
holds, at the same time and upon the same terms as holders of shares of the
Common Stock, the amount of cash that such Holder would have received if such
Holder owned a number of shares of Common Stock equal to the Conversion Rate
immediately prior to the open of business on the Ex-Dividend Date for such cash
dividend or distribution.

69 







(e) If the
Company or any of its Subsidiaries makes a payment in respect of a tender or
exchange offer for the Common Stock, to the extent that the cash and value of
any other consideration included in the payment per share of the Common Stock
exceeds the average of the Last Reported Sale Prices of the Common Stock over
the 10 consecutive Trading Day period commencing on, and including, the Trading
Day next succeeding the last date on which tenders or exchanges may be made
pursuant to such tender or exchange offer, the Conversion Rate shall be
increased based on the following formula: 


	CR' = CR0 × 
	AC + (SP'×OS')
	OS0
      × SP'




where, 

	CR0	      
      =       	the Conversion
      Rate in effect immediately prior to the close of business on the 10th
      Trading Day immediately following, and including, the Trading Day next
      succeeding the date such tender or exchange offer expires;
	  
	CR'	=	the Conversion
      Rate in effect immediately after the close of business on the 10th Trading
      Day immediately following, and including, the Trading Day next succeeding
      the date such tender or exchange offer expires;
	  
	AC	=	the aggregate
      value of all cash and any other consideration (as determined by the Board
      of Directors) paid or payable for shares of Common Stock purchased in such
      tender or exchange offer;
	  
	OS0	=	the number of
      shares of Common Stock outstanding immediately prior to the date such
      tender or exchange offer expires (prior to giving effect to the purchase
      of all shares of Common Stock accepted for purchase or exchange in such
      tender or exchange offer);
	  
	OS'	=	the number of
      shares of Common Stock outstanding immediately after the date such tender
      or exchange offer expires (after giving effect to the purchase of all
      shares of Common Stock accepted for purchase or exchange in such tender or
      exchange offer); and
	  
	SP'	=	the average of
      the Last Reported Sale Prices of the Common Stock over the 10 consecutive
      Trading Day period commencing on, and including, the Trading Day next
      succeeding the date such tender or exchange offer
  expires.



70 







The increase to the Conversion
Rate under this Section 14.04(e) will occur at the close of business on the 10th
trading day immediately following, and including, the Trading Day next
succeeding the date such tender or exchange offer expires; provided that (x) in respect of any conversion of Notes for which Physical
Settlement is applicable, if the relevant Conversion Date occurs during the 10
Trading Days immediately following, and including, the Trading Day next
succeeding the expiration date of any tender or exchange offer, references to
“10” or “10th” in the
preceding paragraph shall be deemed replaced with such lesser number of Trading
Days as have elapsed between the expiration date of such tender or exchange
offer and such conversion date in determining the Conversion Rate and (y) in
respect of any conversion of Notes for which Cash Settlement or Combination
Settlement is applicable, subject to the immediately succeeding sentence, for
any Trading Day that falls within the relevant Observation Period for such
conversion and within the 10 Trading Days immediately following, and including,
the Trading Day next succeeding the expiration date of any tender or exchange
offer, references to “10” or “10th” in this Section 14.04(e) shall be deemed
replaced with such lesser number of Trading Days as have elapsed between the
expiration date of such tender or exchange offer and such Trading Day in
determining the Conversion Rate as of such Trading Day. Further, if the Trading
Day next succeeding the date such tender or exchange offer expires is after the
10th Trading Day immediately preceding, and including, the end of any
Observation Period in respect of a conversion of Notes, references to “10” or
“10th” in the preceding paragraph and this paragraph shall be deemed to be
replaced, solely in respect of that conversion, with such lesser number of
Trading Days as have elapsed from, and including, the Trading Day next
succeeding the date such tender or exchange offer expires to, and including, the
last Trading Day of such Observation Period. 

(f) Notwithstanding this Section 14.04 or any other provision of this
Indenture or the Notes, if a Conversion Rate adjustment becomes effective on any
Ex-Dividend Date, and a Holder that has converted its Notes on or after such
Ex-Dividend Date and on or prior to the related Record Date would be treated as
the record holder of the shares of Common Stock as of the related Conversion
Date as described under Section 14.02(i) based on an adjusted Conversion Rate
for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment
provisions in this Section 14.04, the Conversion Rate adjustment relating to
such Ex-Dividend Date shall not be made for such converting Holder. Instead,
such Holder shall be treated as if such Holder were the record owner of the
shares of Common Stock on an unadjusted basis and participate in the related
dividend, distribution or other event giving rise to such adjustment.


(g) Except
as stated herein, the Company shall not adjust the Conversion Rate for the
issuance of shares of the Common Stock or any securities convertible into or
exchangeable for shares of the Common Stock or the right to purchase shares of
the Common Stock or such convertible or exchangeable securities. 

(h) In
addition to those adjustments required by subsections (a), (b), (c), (d) and (e)
of this Section 14.04, and to the extent permitted by applicable law and subject
to the applicable rules of any exchange on which any of the Company’s securities
are then listed, the Company from time to time may increase the Conversion Rate
by any amount for a period of at least 20 Business Days if the Board of
Directors determines that such increase would be in the Company’s best interest.
In addition, to the extent permitted by applicable law and subject to the
applicable rules of any exchange on which any of the Company’s securities are
then listed, the Company may (but is not required to) increase the Conversion
Rate to avoid or diminish any income tax to holders of Common Stock or rights to
purchase Common Stock in connection with a dividend or distribution of shares of
Common Stock (or rights to acquire shares of Common Stock) or similar event.
Whenever the Conversion Rate is increased pursuant to either of the preceding
two sentences, the Company shall mail to the Holder of each Note at its last
address appearing on the Note Register a notice of the increase at least 15 days
prior to the date the increased Conversion Rate takes effect, and such notice
shall state the increased Conversion Rate and the period during which it will be
in effect. 

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(i) Notwithstanding anything to the contrary in this Article 14, the
Conversion Rate shall not be adjusted: 

(i) on
account of share repurchases that are not tender offers referred to in Section
14.04(e) above, including structured or derivative transactions, or pursuant to
a share repurchase program approved by the Board of Directors or otherwise.


(ii) upon
the issuance of any shares of Common Stock pursuant to any present or future
plan providing for the reinvestment of dividends or interest payable on the
Company’s securities and the investment of additional optional amounts in shares
of Common Stock under any plan; 

(iii) upon
the issuance of any shares of Common Stock or options or rights to purchase
those shares pursuant to any present or future employee, director or consultant
benefit plan or program of or assumed by the Company or any of the Company’s
Subsidiaries; 

(iv) upon
the issuance of any shares of the Common Stock pursuant to any option, warrant,
right or exercisable, exchangeable or convertible security not described in
clause (iii) of this subsection and outstanding as of the date the Notes were
first issued; 

(v) solely
for a change in the par value of the Common Stock; or 

(vi) for
accrued and unpaid interest, if any. 

(j) Notwithstanding anything to the contrary in this Indenture, the Company
shall not be required to make an adjustment pursuant to subsections (a), (b),
(c), (d) or (e) of this Section 14.04(c) unless such adjustment would result in
a change of at least 1% of the Conversion Rate. However, the Company shall carry
forward any adjustments that are less than 1% of the Conversion Rate and make
such carried forward adjustments with respect to the Notes (1) when the
cumulative net effect of all adjustments not yet made will result in a change of
at least 1% to the Conversion Rate and (2) regardless of whether the adjustment
(or such cumulative net effect) is less than 1% of the Conversion Rate (i) on
the effective date of any Fundamental Change or Effective Date of any Make-Whole
Fundamental Change and (ii) (x) on the Conversion Date for any Notes (in the
case of Physical Settlement) and (y) on each Trading Day of any Observation
Period (in the case of Cash Settlement or Combination Settlement). All
calculations and other determinations under this Article 14 shall be made by the
Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a
share. 

72 







(k) Whenever the Conversion Rate is adjusted as herein provided, the Company
shall promptly file with the Trustee (and the Conversion Agent if not the
Trustee) an Officer’s Certificate setting forth the Conversion Rate after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officer’s Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume without
inquiry that the last Conversion Rate of which it has knowledge is still in
effect. Promptly after delivery of such certificate, the Company shall prepare a
notice of such adjustment of the Conversion Rate setting forth the adjusted
Conversion Rate and the date on which each adjustment becomes effective and
shall deliver such notice of such adjustment of the Conversion Rate to each
Holder at its last address appearing on the Note Register of this Indenture.
Failure to deliver such notice shall not affect the legality or validity of any
such adjustment. 

(l) For
purposes of this Section 14.04, the number of shares of Common Stock at any time
outstanding shall not include shares of Common Stock held in the treasury of the
Company so long as the Company does not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company, but
shall include shares of Common Stock issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. 

Section 14.05. Adjustments of Prices. Whenever any provision of this Indenture requires
the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the
Daily Conversion Values or the Daily Settlement Amounts over a span of multiple
days (including an Observation Period and the period for determining the Stock
Price for purposes of a Make-Whole Fundamental Change), the Board of Directors
shall make appropriate adjustments to each to account for any adjustment to the
Conversion Rate that becomes effective, or any event requiring an adjustment to
the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration
date, as the case may be, of the event occurs, at any time during the period
when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values
or the Daily Settlement Amounts are to be calculated.

Section 14.06. Shares to Be Fully Paid. The Company shall provide, free from preemptive
rights, out of its authorized but unissued shares or shares held in treasury,
sufficient shares of Common Stock to provide for conversion of the Notes from
time to time as such Notes are presented for conversion (assuming delivery of
the maximum number of Additional Shares pursuant to Section 14.03 and that at
the time of computation of such number of shares, all such Notes would be
converted by a single Holder and that Physical Settlement were applicable).


Section 14.07. Effect of Recapitalizations, Reclassifications
and Changes of the Common Stock.

(a) In the
case of: 

(i) any
recapitalization, reclassification or change of the Common Stock (other than a
change to par value, or from par value to no par value, or changes resulting
from a subdivision or combination),

73 







(ii) any
consolidation, merger or combination involving the Company,

(iii) any
sale, lease or other transfer to a third party of the consolidated assets of the
Company and the Company’s Subsidiaries substantially as an entirety
or

(iv) any
statutory share exchange,

in each case, as a result of
which the Common Stock would be converted into, or exchanged for, or represent
solely the right to receive, stock, other securities, other property or assets
(including cash or any combination thereof) (any such event, a “Merger Event”), then, notwithstanding anything to the contrary
herein, at and after the effective time of such Merger Event, the right to
convert each $1,000 principal amount of Notes shall be changed into a right to
convert such principal amount of Notes into the kind and amount of shares of
stock, other securities or other property or assets (including cash or any
combination thereof) that a holder of a number of shares of Common Stock equal
to the Conversion Rate immediately prior to such Merger Event would have owned
or been entitled to receive (the “Reference Property,” with
each “unit of Reference
Property” meaning the kind and
amount of Reference Property that a holder of one share of Common Stock is
entitled to receive) upon such Merger Event and, prior to or at the effective
time of such Merger Event, the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture
permitted under Section 10.01(g) providing for such change in the right to
convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the
Merger Event (A) the Company shall continue to have the right to determine the
form of consideration to be paid or delivered, as the case may be, upon
conversion of Notes in accordance with Section 14.02 and (B) (I) any amount
payable in cash upon conversion of the Notes in accordance with Section 14.02
shall continue to be payable in cash, (II) any shares of Common Stock that the
Company would have been required to deliver upon conversion of the Notes in
accordance with Section 14.02 shall instead be deliverable in the amount and
type of Reference Property that a holder of that number of shares of Common
Stock would have been entitled to receive in such Merger Event and (III) the
Daily VWAP shall be calculated based on the value of a unit of Reference
Property. 

If the Merger Event causes the
Common Stock to be converted into, or exchanged for, the right to receive more
than a single type of consideration (determined based in part upon any form of
stockholder election), then (i) the Reference Property into which the Notes will
be convertible or that will be used to calculate the Daily VWAP, as the case may
be, shall be deemed to be (x) the weighted average of the types and amounts of
consideration received by the holders of Common Stock that affirmatively make
such an election or (y) if no holders of Common Stock affirmatively make such an
election, the types and amounts of consideration actually received by the
holders of Common Stock, and (ii) the unit of Reference Property for purposes of
the immediately preceding paragraph shall refer to the consideration referred to
in clause (i) attributable to one share of Common Stock. The Company shall
notify Holders, the Trustee and the Conversion Agent (if other than the Trustee)
of such weighted average as soon as practicable after such determination is
made. If the holders of the Common Stock receive only cash in such Merger Event,
then for all conversions for which the relevant Conversion Date occurs after the
effective date of such Merger Event (A) the consideration due upon conversion of
each $1,000 principal amount of Notes shall be solely cash in an amount equal to
the Conversion Rate in effect on the Conversion Date (as may be increased by any
Additional Shares pursuant to Section 14.03), multiplied by the price
paid per share of Common Stock in such Merger Event and (B) the Company shall
satisfy the Conversion Obligation by paying cash to converting Holders on the
third Business Day immediately following the relevant Conversion
Date.

74 







Such supplemental indenture
described in the second immediately preceding paragraph shall provide for
anti-dilution and other adjustments that shall be as nearly equivalent as is
possible to the adjustments provided for in this Article 14. If, in the case of
any Merger Event, the Reference Property includes shares of stock, securities or
other property or assets (including cash or any combination thereof) of a Person
other than the Company or the successor or purchasing corporation, as the case
may be, in such Merger Event, then such supplemental indenture shall also be
executed by such other Person and shall contain such additional provisions to
protect the interests of the Holders of the Notes as the Board of Directors
shall reasonably consider necessary by reason of the foregoing, including the
provisions providing for the purchase rights set forth in Article 15.


(b) When
the Company executes a supplemental indenture pursuant to subsection (a) of this
Section 14.07, the Company shall promptly file with the Trustee an Officer’s
Certificate briefly stating the reasons therefor, the kind or amount of cash,
securities or property or asset that will comprise a unit of Reference Property
after any such Merger Event, any adjustment to be made with respect thereto and
that all conditions precedent have been complied with, and shall promptly
deliver or cause to be delivered notice thereof to all Holders. The Company
shall cause notice of the execution of such supplemental indenture to be
delivered to each Holder, at its address appearing on the Note Register provided
for in this Indenture, within 20 days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture. 

(c) The
Company shall not become a party to any Merger Event unless its terms are
consistent with this Section 14.07. None of the foregoing provisions shall
affect the right of a holder of Notes to convert its Notes into cash, shares of
Common Stock or a combination of cash and shares of Common Stock, as applicable,
as set forth in Section 14.01 and Section 14.02 prior to the effective date of
such Merger Event. 

(d) The
above provisions of this Section shall similarly apply to successive Merger
Events. 

(e) Upon
the consummation of any Merger Event, references to “Common Stock” shall be
deemed to refer to any Reference Property that constitutes capital stock after
giving effect to such Merger Event. 

Section 14.08. Certain Covenants. (a) The Company covenants that all shares of
Common Stock issued upon conversion of Notes will be fully paid and
non-assessable by the Company and free from all taxes, liens and charges with
respect to the issue thereof. 

75 







(b) The
Company covenants that, if any shares of Common Stock to be provided for the
purpose of conversion of Notes hereunder require registration with or approval
of any governmental authority under any federal or state law before such shares
of Common Stock may be validly issued upon conversion, the Company will, to the
extent then permitted by the rules and interpretations of the Commission, secure
such registration or approval, as the case may be. 

(c) The
Company further covenants that if at any time the Common Stock shall be listed
on any national securities exchange or automated quotation system the Company
will list and keep listed, so long as the Common Stock shall be so listed on
such exchange or automated quotation system, any Common Stock issuable upon
conversion of the Notes. 

Section 14.09. Responsibility of Trustee. The Trustee and any other Conversion Agent shall
not at any time be under any duty or responsibility to any Holder to determine
the Conversion Rate (or any adjustment thereto) or whether any facts exist that
may require any adjustment (including any increase) of the Conversion Rate, or
with respect to the nature or extent or calculation of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities,
property or cash that may at any time be issued or delivered upon the conversion
of any Note; and the Trustee and any other Conversion Agent make no
representations with respect thereto. Neither the Trustee nor any Conversion
Agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Note for the purpose of conversion or
to comply with any of the duties, responsibilities or covenants of the Company
contained in this Article. Without
limiting the generality of the foregoing, neither the Trustee nor any Conversion
Agent shall be under any responsibility to determine the correctness of any
provisions contained in any supplemental indenture entered into pursuant to
Section 14.07 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Holders upon the
conversion of their Notes after any event referred to in such Section 14.07 or
to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 7.01, may accept (without any independent investigation)
as conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officer’s Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto. Neither the Trustee nor the
Conversion Agent shall be responsible for determining whether any event
contemplated by Section 14.01(b) has occurred that makes the Notes eligible for
conversion or no longer eligible therefor until the Company has delivered to the
Trustee and the Conversion Agent the notices referred to in Section 14.01(b)
with respect to the commencement or termination of such conversion rights, on
which notices the Trustee and the Conversion Agent may conclusively rely, and
the Company agrees to deliver such notices to the Trustee and the Conversion
Agent immediately after the occurrence of any such event or at such other times
as shall be provided for in Section 14.01(b). 

76 







Section 14.10. Notice to Holders Prior to Certain Actions.
In case of any:

(a) action
by the Company or one of its Subsidiaries that would require an adjustment in
the Conversion Rate pursuant to Section 14.04 or Section 14.11;

(b) Merger
Event; or 

(c) voluntary or involuntary dissolution, liquidation or winding-up of the
Company or any of its Subsidiaries; 

then, in each case (unless
notice of such event is otherwise required pursuant to another provision of this
Indenture), the Company shall cause to be filed with the Trustee and the
Conversion Agent (if other than the Trustee) and to be sent to each Holder at
its address appearing on the Note Register, as promptly as possible but in any
event at least 20 days prior to the applicable date hereinafter specified, a
notice stating (i) the date on which a record is to be taken for the purpose of
such action by the Company or one of its Subsidiaries or, if a record is not to
be taken, the date as of which the holders of Common Stock of record are to be
determined for the purposes of such action by the Company or one of its
Subsidiaries, or (ii) the date on which such Merger Event, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such Merger Event, dissolution, liquidation or winding-up.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such action by the Company or one of its Subsidiaries,
Merger Event, dissolution, liquidation or winding-up. 

Section 14.11. Stockholder Rights Plans. If the Company has a stockholder rights plan in
effect upon conversion of the Notes, each share of Common Stock, if any, issued
upon such conversion shall be entitled to receive the appropriate number of
rights, if any, and the certificates representing the Common Stock issued upon
such conversion shall bear such legends, if any, in each case as may be provided
by the terms of any such stockholder rights plan, as the same may be amended
from time to time. However, if, prior to any conversion of Notes, the rights
have separated from the shares of Common Stock in accordance with the provisions
of the applicable stockholder rights plan, the Conversion Rate shall be adjusted
at the time of separation as if the Company distributed to all or substantially
all holders of the Common Stock Distributed Property as provided in Section
14.04(c), subject to readjustment in the event of the expiration, termination or
redemption of such rights. 

ARTICLE 15 
Repurchase of Notes at Option of Holders


Section 15.01. Intentionally Omitted. 

Section 15.02. Repurchase at
Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time,
each Holder shall have the right, at such Holder’s option, to require the
Company to repurchase for cash all of such Holder’s Notes, or any portion
thereof that is equal to $1,000 or a multiple of $1,000, on the date (the
“Fundamental Change Repurchase
Date”) specified by the Company
that is not less than 20 calendar days or more than 35 calendar days following
the date of the Fundamental Change Company Notice at a repurchase price equal to
100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon to, but excluding, the Fundamental
Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date
falls after a Regular Record Date but on or prior to the Interest Payment Date
to which such Regular Record Date relates, in which case the Company shall
instead pay the full amount of accrued and unpaid interest to the Holder of
record as of such Regular Record Date, and the Fundamental Change Repurchase
Price shall be equal to 100% of the principal amount of Notes to be repurchased
pursuant to this Article 15.

77 







(b) Repurchases of Notes under this Section 15.02 shall be made, at the
option of the Holder thereof, upon: 

(i) delivery to the Paying Agent by a Holder of a duly completed notice (the
“Fundamental Change Repurchase
Notice”) in the form set forth in
Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are
Physical Notes, or in compliance with the Depositary’s procedures for
surrendering interests in Global Notes, if the Notes are Global Notes, in each
case on or before the close of business on the Business Day immediately
preceding the Fundamental Change Repurchase Date; and 

(ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying
Agent at any time after delivery of the Fundamental Change Repurchase Notice
(together with all necessary endorsements for transfer) at the Corporate Trust
Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes
are Global Notes, in compliance with the procedures of the Depositary, in each
case such delivery being a condition to receipt by the Holder of the Fundamental
Change Repurchase Price therefor. 

The Fundamental Change
Repurchase Notice in respect of any Notes to be repurchased shall state:


(i) in the
case of Physical Notes, the certificate numbers of the Notes to be delivered for
repurchase; 

(ii) the
portion of the principal amount of Notes to be repurchased, which must be $1,000
or a multiple thereof; and 

(iii) that
the Notes are to be repurchased by the Company pursuant to the applicable
provisions of the Notes and this Indenture; 

provided, however, that if the Notes
are Global Notes, the Fundamental Change Repurchase Notice must comply with
appropriate Depositary procedures. 

78 







Notwithstanding anything
herein to the contrary, any Holder delivering to the Paying Agent the
Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall
have the right to withdraw, in whole or in part, such Fundamental Change
Repurchase Notice at any time prior to the close of business on the Business Day
immediately preceding the Fundamental Change Repurchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section
15.03. 

The Paying Agent shall
promptly notify the Company of the receipt by it of any Fundamental Change
Repurchase Notice or written notice of withdrawal thereof. 

(c) On or
before the 20th calendar day after the occurrence of the effective date of a
Fundamental Change, the Company shall provide to all Holders of Notes and the
Trustee and the Paying Agent (in the case of a Paying Agent other than the
Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and
of the repurchase right at the option of the Holders arising as a result
thereof. In the case of Physical Notes, such notice shall be delivered by first
class mail or, in the case of Global Notes, such notice shall be delivered in
accordance with the applicable procedures of the Depositary. Simultaneously with
providing such notice, the Company shall issue a press release containing the
information set forth in the Fundamental Change Company Notice or publish such
information on the Company’s website or through such other public medium as the
Company may use at that time. Each Fundamental Change Company Notice shall
specify: 

(i) the
events causing the Fundamental Change; 

(ii) the
effective date of the Fundamental Change; 

(iii) the
last date on which a Holder may exercise the repurchase right pursuant to this
Article 15; 

(iv) the
Fundamental Change Repurchase Price; 

(v) the
Fundamental Change Repurchase Date; 

(vi) the
name and address of the Paying Agent and the Conversion Agent, if applicable;


(vii) if
applicable, the Conversion Rate and any adjustments to the Conversion Rate as a
result of such Fundamental Change; 

(viii) that
the Notes with respect to which a Fundamental Change Repurchase Notice has been
delivered by a Holder may be converted only if the Holder withdraws the
Fundamental Change Repurchase Notice in accordance with the terms of this
Indenture; and 

(ix) the
procedures that Holders must follow to require the Company to repurchase their
Notes. 

79 







No failure of the Company to
give the foregoing notices and no defect therein shall limit the Holders’
repurchase rights or affect the validity of the proceedings for the repurchase
of the Notes pursuant to this Section 15.02.

At the Company’s request, the
Trustee shall give such notice in the Company’s name and at the Company’s
expense; provided,
however, that, in all cases, the
text of such Fundamental Change Company Notice shall be prepared by the Company.


(d) Notwithstanding the foregoing, no Notes may be repurchased by the Company
on any date at the option of the Holders upon a Fundamental Change if the
principal amount of the Notes has been accelerated, and such acceleration has
not been rescinded, on or prior to such date (except in the case of an
acceleration resulting from a Default by the Company in the payment of the
Fundamental Change Repurchase Price with respect to such Notes). The Paying
Agent will promptly return to the respective Holders thereof any Physical Notes
held by it during the acceleration of the Notes (except in the case of an
acceleration resulting from a Default by the Company in the payment of the
Fundamental Change Repurchase Price with respect to such Notes), or any
instructions for book-entry transfer of the Notes in compliance with the
procedures of the Depositary shall be deemed to have been cancelled, and, upon
such return or cancellation, as the case may be, the Fundamental Change
Repurchase Notice with respect thereto shall be deemed to have been withdrawn.


Section 15.03. Withdrawal of Fundamental Change Repurchase
Notice. (a) A Fundamental Change
Repurchase Notice may be withdrawn (in whole or in part) by means of a written
notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent
in accordance with this Section 15.03 at any time prior to the close of business
on the Business Day immediately preceding the Fundamental Change Repurchase
Date, specifying: 

(i) the
principal amount of the Notes with respect to which such notice of withdrawal is
being submitted, which must be $1,000 or a multiple thereof, 

(ii) if
Physical Notes have been issued, the certificate number of the Note in respect
of which such notice of withdrawal is being submitted, and 

(iii) the
principal amount, if any, of such Note that remains subject to the original
Fundamental Change Repurchase Notice, which portion must be in principal amounts
of $1,000 or a multiple thereof; 

provided, however, that if the Notes
are Global Notes, the notice must comply with appropriate procedures of the
Depositary. 

Section 15.04. Deposit of Fundamental Change Repurchase Price.
(a) The Company will deposit with
the Trustee (or other Paying Agent appointed by the Company, or if the Company
is acting as its own Paying Agent, set aside, segregate and hold in trust as
provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the
Fundamental Change Repurchase Date an amount of money sufficient to repurchase
all of the Notes to be repurchased at the appropriate Fundamental Change
Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or
other Paying Agent appointed by the Company), payment for Notes surrendered for
repurchase (and not withdrawn prior to the close of business on the Business Day
immediately preceding the Fundamental Change Repurchase Date) will be made on
the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii) the
time of book-entry transfer or the delivery of such Note to the Trustee (or
other Paying Agent appointed by the Company) by the Holder thereof in the manner
required by Section 15.02 by mailing checks for the amount payable to the
Holders of such Notes entitled thereto as they shall appear in the Note
Register; provided, however, that payments to
the Depositary shall be made by wire transfer of immediately available funds to
the account of the Depositary or its nominee. The Trustee shall, promptly after
such payment and upon written demand by the Company, return to the Company any
funds in excess of the Fundamental Change Repurchase Price. 

80 







(b) If by
11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the
Trustee (or other Paying Agent appointed by the Company) holds money sufficient
to make payment on all the Notes or portions thereof that are to be repurchased
on such Fundamental Change Repurchase Date, then, with respect to the Notes that
have been properly surrendered for repurchase and have not been validly
withdrawn, (i) such Notes will cease to be outstanding, (ii) interest will cease
to accrue on such Notes (whether or not book-entry transfer of the Notes has
been made or the Notes have been delivered to the Trustee or Paying Agent) and
(iii) all other rights of the Holders of such Notes will terminate (other than
the right to receive the Fundamental Change Repurchase Price and, if applicable,
accrued and unpaid interest). 

(c) Upon
surrender of a Note that is to be repurchased in part pursuant to Section 15.02,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder a new Note in an authorized denomination equal in principal amount to the
unrepurchased portion of the Note surrendered. 

Section 15.05. Covenant to Comply with Applicable Laws Upon
Repurchase of Notes. In
connection with any repurchase offer, the Company will, if required: 

(a) comply
with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules
under the Exchange Act that may then be applicable; 

(b) file a
Schedule TO or any other required schedule under the Exchange Act; and


(c) otherwise comply with all federal and state securities laws in connection
with any offer by the Company to repurchase the Notes; 

in each case, so as to permit
the rights and obligations under this Article 15 to be exercised in the time and
in the manner specified in this Article 15. 

81 










ARTICLE 16 
No Optional Redemption 

Section 16.01. No Optional Redemption. The Notes shall not be redeemable by the Company
prior to the Maturity Date, and no sinking fund is provided for the
Notes.

ARTICLE 17 
Miscellaneous Provisions

Section 17.01. Provisions Binding on Company’s Successors.
All the covenants, stipulations,
promises and agreements of the Company contained in this Indenture shall bind
its successors and assigns whether so expressed or not. 

Section 17.02. Official Acts by Successor Corporation.
Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or Officer of the Company shall and may be done and
performed with like force and effect by the like board, committee or officer of
any corporation or other entity that shall at the time be the lawful sole
successor of the Company. 

Section 17.03. Addresses for Notices, Etc. Any notice or demand that by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders on the Company shall be deemed to have been sufficiently given or
made, for all purposes if given or served by being deposited postage prepaid by
registered or certified mail in a post office letter box addressed (until
another address is filed by the Company with the Trustee) to CalAmp Corp., 1401
N. Rice Avenue, Oxnard, California 93030, Attention: General Counsel. Any
notice, direction, request or demand hereunder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
served by being deposited postage prepaid by registered or certified mail in a
post office letter box addressed to the Corporate Trust Office or sent
electronically in PDF format. 

The Trustee, by notice to the
Company, may designate additional or different addresses for subsequent notices
or communications. 

The Trustee agrees to accept
and act upon instructions or directions pursuant to this Indenture sent by
unsecured e-mail, pdf, facsimile transmission or other similar unsecured
electronic methods, provided, however, that the Trustee shall have received an
incumbency certificate listing persons designated to give such instructions or
directions and containing specimen signatures of such designated persons, which
such incumbency certificate shall be amended and replaced whenever a person is
to be added or deleted from the listing. If the Company elects to give the
Trustee e-mail or facsimile instructions (or instructions by a similar
electronic method) and the Trustee in its discretion elects to act upon such
instructions, the Trustee’s understanding of such instructions shall be deemed
controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance
with such instructions notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction. The Company agrees to assume
all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties. 

82 







Any notice or communication
mailed to a Holder shall be mailed to it by first class mail, postage prepaid,
at its address as it appears on the Note Register and shall be sufficiently
given to it if so mailed within the time prescribed; provided that notices given to Holders of Global Notes may be given through the
facilities of the Depositary. 

Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives
it. 

In case by reason of the
suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice to Holders by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. 

Section 17.04. Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE,
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).


The Company irrevocably
consents and agrees, for the benefit of the Holders from time to time of the
Notes and the Trustee, that any legal action, suit or proceeding against it with
respect to obligations, liabilities or any other matter arising out of or in
connection with this Indenture or the Notes may be brought in the courts of the
State of New York or the courts of the United States located in the Borough of
Manhattan, New York City, New York and, until amounts due and to become due in
respect of the Notes have been paid, hereby irrevocably consents and submits to
the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to
any action, suit or proceeding for itself in respect of its properties, assets
and revenues.

The Company irrevocably and
unconditionally waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions, suits or proceedings arising out of or in connection with
this Indenture or the Notes brought in the courts of the State of New York or
the courts of the United States located in the Borough of Manhattan, New York
City, New York and hereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.


Section 17.05. Evidence of Compliance with Conditions
Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to
the Trustee to take any action under any of the provisions of this Indenture,
the Company shall, if requested by the Trustee, furnish to the Trustee an
Officer’s Certificate and an Opinion of Counsel stating that such action is
permitted by the terms of this Indenture. 

83 







Each Officer’s Certificate and
an Opinion of Counsel provided for, by or on behalf of the Company in this
Indenture and delivered to the Trustee with respect to compliance with this
Indenture (other than the Officer’s Certificates provided for in Section 4.08)
shall include (a) a statement that the person signing such certificate is
familiar with the requested action and this Indenture; (b) a brief statement as
to the nature and scope of the examination or investigation upon which the
statement contained in such certificate is based; (c) a statement that, in the
judgment of such person, he or she has made such examination or investigation as
is necessary to enable him or her to express an informed judgment as to whether
or not such action is permitted by this Indenture; and (d) a statement as to
whether or not, in the judgment of such person, such action is permitted by this
Indenture.

Notwithstanding anything to
the contrary in this Section 17.05, if any provision in this Indenture
specifically provides that the Trustee shall or may receive an Opinion of
Counsel in connection with any action to be taken by the Trustee or the Company
hereunder, the Trustee shall be entitled to, or entitled to request, such
Opinion of Counsel. 

Section 17.06. Legal Holidays. In any case where any Interest Payment Date,
Fundamental Change Repurchase Date or
Maturity Date is not a Business Day, then any action to be taken on such date
need not be taken on such date, but may be taken on the next succeeding Business
Day with the same force and effect as if taken on such date, and no interest
shall accrue in respect of the delay. 

Section 17.07. No Security Interest Created. Nothing in this Indenture or in the Notes,
expressed or implied, shall be construed to constitute a security interest under
the Uniform Commercial Code or similar legislation, as now or hereafter enacted
and in effect, in any jurisdiction. 

Section 17.08. Benefits of Indenture. Nothing in this Indenture or in the Notes,
expressed or implied, shall give to any Person, other than the Holders, the
parties hereto, any Paying Agent, any Conversion Agent, any authenticating
agent, any Note Registrar and their successors hereunder, any benefit or any
legal or equitable right, remedy or claim under this Indenture. 

Section 17.09. Table of Contents, Headings, Etc.
The table of contents and the
titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof. 

Section 17.10. Authenticating Agent. The Trustee may appoint an authenticating agent
that shall be authorized to act on its behalf and subject to its direction in
the authentication and delivery of Notes in connection with the original
issuance thereof and transfers and exchanges of Notes hereunder, including under
Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04 and
Section 15.04 as fully to all intents and purposes as though the authenticating
agent had been expressly authorized by this Indenture and those Sections to
authenticate and deliver Notes. For all purposes of this Indenture, the
authentication and delivery of Notes by the authenticating agent shall be deemed
to be authentication and delivery of such Notes “by the Trustee” and a
certificate of authentication executed on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement hereunder or in
the Notes for the Trustee’s certificate of authentication. Such authenticating
agent shall at all times be a Person eligible to serve as trustee hereunder
pursuant to Section 7.08. 

84 







Any corporation or other
entity into which any authenticating agent may be merged or converted or with
which it may be consolidated, or any corporation or other entity resulting from
any merger, consolidation or conversion to which any authenticating agent shall
be a party, or any corporation or other entity succeeding to the corporate trust
business of any authenticating agent, shall be the successor of the
authenticating agent hereunder, if such successor corporation or other entity is
otherwise eligible under this Section 17.10, without the execution or filing of
any paper or any further act on the part of the parties hereto or the
authenticating agent or such successor corporation or other entity. 

Any authenticating agent may
at any time resign by giving written notice of resignation to the Trustee and to
the Company. The Trustee may at any time terminate the agency of any
authenticating agent by giving written notice of termination to such
authenticating agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
may appoint a successor authenticating agent (which may be the Trustee), shall
give written notice of such appointment to the Company and shall mail notice of
such appointment to all Holders as the names and addresses of such Holders
appear on the Note Register. 

The Company agrees to pay to
the authenticating agent from time to time reasonable compensation for its
services although the Company may terminate the authenticating agent, if it
determines such agent’s fees to be unreasonable. 

The provisions of Section
7.02, Section 7.03, Section 7.04, Section 8.03 and this Section 17.10 shall be
applicable to any authenticating agent. 

If an authenticating agent is
appointed pursuant to this Section 17.10, the Notes may have endorsed thereon,
in addition to the Trustee’s certificate of authentication, an alternative
certificate of authentication in the following form: 

__________________________,

as Authenticating Agent, certifies that this is one of the Notes
described
in the within-named Indenture. 

	By:  	  
	Authorized
Officer



85 







Section 17.11. Execution in Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument. The exchange of copies of
this Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties
hereto and may be used in lieu of the original Indenture for all purposes.
Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed
to be their original signatures for all purposes. 

Section 17.12. Severability. In the event any provision of this Indenture or in
the Notes shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired. 

Section 17.13. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 

Section 17.14. Force Majeure. In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts that are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances. 

Section 17.15. Calculations. Except as otherwise provided herein, the Company
shall be responsible for making all calculations called for under the Notes.
These calculations include, but are not limited to, determinations of the Last
Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily Conversion
Values, the Daily Settlement Amounts accrued interest payable on the Notes and
the Conversion Rate of the Notes. The Company shall make all these calculations
in good faith and, absent manifest error, the Company’s calculations shall be
final and binding on Holders of Notes. The Company shall provide a schedule of
its calculations to each of the Trustee and the Conversion Agent, and each of
the Trustee and Conversion Agent is entitled to rely conclusively upon the
accuracy of the Company’s calculations without independent verification. The
Trustee will forward the Company’s calculations to any Holder of Notes upon the
request of that Holder at the sole cost and expense of the Company. 

86 







Section 17.16. USA PATRIOT Act. The parties hereto acknowledge that in accordance
with Section 326 of the USA PATRIOT Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money
laundering, is required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee. The parties to this Indenture agree that they will
provide the Trustee with such
information as it may request in order for the Trustee to satisfy the
requirements of the USA PATRIOT Act. 

Section 17.17. Tax Information. In order to comply with applicable tax laws,
rules and regulations (inclusive of directives, guidelines and interpretations
promulgated by competent authorities) in effect from time to time
(“Applicable Law”) that a foreign financial institution, the
Company, any trustee, paying agent, holder or other institution is or has agreed
to be subject to related to the Indenture, the Company agrees (i) to use
commercially reasonable efforts to provide to the Trustee sufficient information
about holders or other applicable parties and/or transactions (including any
modification to the terms of such transactions) so the Trustee can determine
whether it has tax related obligations under Applicable Law, and (ii) that the
Trustee shall be entitled to make any tax withholding or tax deduction from
payments under the Indenture to the extent necessary to comply with Applicable
Law for which the Trustee shall not have any liability, absent gross negligence
or willful misconduct on the part of the Trustee. 

[Remainder of page intentionally left
blank] 

87 







IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed as of the date
first written above. 


	CALAMP CORP.
		  
		  
	By:   	/s/ Richard Vitelle
		Name:  
      	Richard
      Vitelle
		Title:	Executive Vice
      President and
			Chief Financial
      Officer
		  
		  
	THE BANK OF NEW
      YORK MELLON
       TRUST COMPANY, N.A., as Trustee
		  
	 	  
	By:   	/s/ Michael Countryman
		Name:	Michael
      Countryman
		Title:	Vice
      President










EXHIBIT A 

[FORM OF FACE OF NOTE]


[INCLUDE FOLLOWING LEGEND IF
A GLOBAL NOTE] 

[UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.] 

[INCLUDE FOLLOWING LEGEND IF
A RESTRICTED SECURITY] 

[THIS SECURITY AND THE COMMON
STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 

(1) REPRESENTS THAT IT AND
ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 

(2) AGREES FOR THE BENEFIT
OF CALAMP CORP. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE
DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF
OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW, EXCEPT: 

(A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, OR 

(B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


(C) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
OR

(D) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

PRIOR TO THE REGISTRATION OF
ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE
RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS
OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.] 

A-1 







CalAmp Corp. 

1.625% Convertible Senior
Note due 2020 


	No. RA-[●]	 Initially $[_________]
      


CUSIP No. [_________]


CalAmp Corp., a corporation
duly organized and validly existing under the laws of the State of Delaware (the
“Company,” which term includes any successor corporation
or other entity under the Indenture referred to on the reverse hereof), for
value received hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum as set forth in the “Schedule of Exchanges of Notes” attached
hereto, which amount, taken together with the principal amounts of all other
outstanding Notes, shall not, unless permitted by the Indenture, exceed
$150,000,000 in aggregate at any time (or $172,500,000 if the Initial Purchasers
exercise their option to purchase additional Notes in full as set forth in the
Purchase Agreement), in accordance with the rules and procedures of the
Depositary, on May 15, 2020, and interest thereon as set forth below.


This Note shall bear interest
at the rate of 1.625% per year from May 6, 2015, or from the most recent date to
which interest has been paid or provided for to, but excluding, the next
scheduled Interest Payment Date until May 15, 2020. Interest is payable
semi-annually in arrears on each May 15 and November 15, commencing on November
15, 2015, to Holders of record at the close of business on the preceding May 1
and November 1 (whether or not such day is a Business Day), respectively.
Accrued interest on this Note shall be computed on the basis of a 360-day year
composed of twelve 30-day months and, for partial months, on the basis of actual
days elapsed over a 30-day month. Additional Interest will be payable as set
forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the
within-mentioned Indenture, and any reference to interest on, or in respect of,
any Note therein shall be deemed to include Additional Interest if, in such
context, Additional Interest is, was or would be payable pursuant to any of such
Section 4.06(d), Section 4.06(e) or Section 6.03, and any express mention of the
payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express
mention is not made. 

Any Defaulted Amounts shall
accrue interest per annum at the rate borne by the Notes from, and including,
the relevant payment date to, but excluding, the date on which such Defaulted
Amounts shall have been paid by the Company, at its election, in accordance with
Section 2.03(c) of the Indenture.

The Company shall pay the
principal of and interest on this Note, if and so long as such Note is a Global
Note, in immediately available funds to the Depositary or its nominee, as the
case may be, as the registered Holder of such Note. As provided in and subject
to the provisions of the Indenture, the Company shall pay the principal of any
Notes (other than Notes that are Global Notes) at the office or agency
designated by the Company for that purpose. The Company has initially designated
the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its agency in the Borough of
Manhattan, The City of New York, as a place where Notes may be presented for
payment or for registration of transfer and exchange.

Reference is made to the
further provisions of this Note set forth on the reverse hereof, including,
without limitation, provisions giving the Holder of this Note the right to
convert this Note into cash, shares of Common Stock or a combination of cash and
shares of Common Stock, as applicable, on the terms and subject to the
limitations set forth in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


This Note, and any claim,
controversy or dispute arising under or related to this Note, shall be construed
in accordance with and governed by the laws of the State of New York (without
regard to the conflicts of laws provisions thereof). 

In the case of any conflict
between this Note and the Indenture, the provisions of the Indenture shall
control and govern. 

This Note shall not be valid
or become obligatory for any purpose until the certificate of authentication
hereon shall have been signed manually by the Trustee or a duly authorized
authenticating agent under the Indenture. 

[Remainder of page intentionally left
blank] 

A-2 







IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed. 


	CALAMP CORP.
		  
		  
	By:   	
		Name:
		Title:




	Dated:

      TRUSTEE’S CERTIFICATE OF
      AUTHENTICATION 

      The Bank of New York
      Mellon Trust Company, N.A.
as Trustee, certifies that this is one of
      the Notes described
in the within-named Indenture. 

	  
	By: 
    	 	 
	 	Authorized
      Signatory	 



A-3 







[Signature page to Note]


 

 

 

 

 

 

 

 

 

 

 

A-4 







[FORM OF REVERSE OF NOTE]


CalAmp Corp.
1.625% Convertible Senior Note due 2020


This Note is one of a duly
authorized issue of Notes of the Company, designated as its 1.625% Convertible
Senior Notes due 2020 (the “Notes”), limited to the
aggregate principal amount of $150,000,000 (as increased by an amount equal to
the aggregate principal amount of any additional Notes purchased by the Initial
Purchasers pursuant to the exercise of their option to purchase additional Notes
as set forth in the Purchase Agreement) all issued or to be issued under and
pursuant to an Indenture dated as of May 6, 2015 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company,
N.A. (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Notes. Additional Notes may be
issued in an unlimited aggregate principal amount, subject to certain conditions
specified in the Indenture. Capitalized terms used in this Note and not defined
in this Note shall have the respective meanings set forth in the Indenture.


In case certain Events of
Default shall have occurred and be continuing, the principal of, and interest
on, all Notes may be declared, by either the Trustee or Holders of at least 25%
in aggregate principal amount of Notes then outstanding, and upon said
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions and certain exceptions set forth in the Indenture.


Subject to the terms and
conditions of the Indenture, the Company will make all payments and deliveries
in respect of the Fundamental Change Repurchase Price on the Fundamental Change
Repurchase Date and the principal amount on the Maturity Date, as the case may
be, to the Holder who surrenders a Note to a Paying Agent to collect such
payments in respect of the Note. The Company will pay cash amounts in money of
the United States that at the time of payment is legal tender for payment of
public and private debts.

The Indenture contains
provisions permitting the Company and the Trustee in certain circumstances,
without the consent of the Holders of the Notes, and in certain other
circumstances, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures modifying the terms
of the Indenture and the Notes as described therein. It is also provided in the
Indenture that, subject to certain exceptions, the Holders of a majority in
aggregate principal amount of the Notes at the time outstanding may on behalf of
the Holders of all of the Notes waive any past Default or Event of Default under
the Indenture and its consequences. 

No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay or deliver, as the case may be, the principal (including the Fundamental
Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and
the consideration due upon conversion of, this Note at the place, at the
respective times, at the rate and in the lawful money or shares of Common Stock,
as the case may be, herein prescribed. 

The Notes are issuable in
registered form without coupons in denominations of $1,000 principal amount and
multiples thereof. At the office or agency of the Company referred to on the
face hereof, and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged for a like aggregate principal amount of Notes
of other authorized denominations, without payment of any service charge but, if
required by the Company or Trustee, with payment of a sum sufficient to cover
any transfer or similar tax that may be imposed in connection therewith as a
result of the name of the Holder of the new Notes issued upon such exchange of
Notes being different from the name of the Holder of the old Notes surrendered
for such exchange. 

The Notes are not subject to
redemption through the operation of any sinking fund or otherwise.

Upon the occurrence of a
Fundamental Change, the Holder has the right, at such Holder’s option exercised
in the manner specified in the Indenture, to require the Company to repurchase
for cash all of such Holder’s Notes or any portion thereof (in principal amounts
of $1,000 or multiples thereof) on the Fundamental Change Repurchase Date at a
price equal to the Fundamental Change Repurchase Price. 

Subject to the provisions of
the Indenture, the Holder hereof has the right, at its option, during certain
periods and upon the occurrence of certain conditions specified in the
Indenture, prior to the close of business on the second Scheduled Trading Day
immediately preceding the Maturity Date, to convert any Notes or portion thereof
that is $1,000 or a multiple thereof, into cash, shares of Common Stock or a
combination of cash and shares of Common Stock, at the Company’s election, at
the Conversion Rate specified in the Indenture, as adjusted from time to time as
provided in the Indenture. 

A-5 







ABBREVIATIONS 

The following abbreviations,
when used in the inscription of the face of this Note, shall be construed as
though they were written out in full according to applicable laws or
regulations: 

TEN COM = as tenants in
common

UNIF GIFT MIN ACT = Uniform
Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the
entireties 

JT TEN = joint tenants with
right of survivorship and not as tenants in common 

Additional abbreviations may
also be used though not in the above list. 

A-6 







SCHEDULE A 

SCHEDULE OF EXCHANGES OF
NOTES 

CalAmp Corp.
1.625% Convertible Senior Notes due 2020


The initial principal amount
of this Global Note is _______DOLLARS ($[_________]). The following increases or
decreases in this Global Note have been made: 

							Principal
      amount		Signature
      of
			Amount
      of		Amount
      of		of this
      Global Note		authorized
			decrease
      in		increase
      in		following
      such		signatory
      of
			principal
      amount	 	principal
      amount	 	decrease
      or		Trustee
      or
	Date of exchange	      	of this Global Note	      	of this Global Note	      	increase	      	Custodian
	  								
	  								
	 								
	 								
	 								
	 								
	 								
	  								
	  								
	  								
	  								
	  								
	  								
	  								
	  								
	  								
	  								
	  								
	  								
	  								
	  								
	  								



A-7 







ATTACHMENT 1


[FORM OF NOTICE OF
CONVERSION] 

	To:	CalAmp
      Corp.
	   
	To:     	The Bank of New
      York Mellon Trust Company, N.A.
		400 South Hope
      Street, Suite 400
		Los Angeles, CA
      90071
		Attention:
      Corporate Trust Administration



The undersigned registered
owner of this Note hereby exercises the option to convert this Note, or the
portion hereof (that is $1,000 principal amount or a multiple thereof) below
designated, into cash, shares of Common Stock or a combination of cash and
shares of Common Stock, as applicable, in accordance with the terms of the
Indenture referred to in this Note, and directs that any cash payable and any
shares of Common Stock issuable and deliverable upon such conversion, together
with any cash for any fractional share, and any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered
Holder hereof unless a different name has been indicated below. If any shares of
Common Stock or any portion of this Note not converted are to be issued in the
name of a Person other than the undersigned, the undersigned will pay all
documentary, stamp or similar issue or transfer taxes, if any in accordance with
Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to
be paid to the undersigned on account of interest accompanies this Note.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. 

	Dated:   		       	 
	 			 
				 
				Signature(s)



	
      ___________________________
Signature Guarantee 

      Signature(s) must be
      guaranteed by an eligible Guarantor Institution (banks, stock brokers,
      savings and loan associations and credit unions) with membership in an
      approved signature guarantee medallion program pursuant to Securities and
      Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be
      issued, or 



1 







	
      Notes are to be
      delivered, other than to and in the name of the registered holder.
      

      Fill in for registration
      of shares if to be issued, and Notes if to be delivered, other than to and
      in the name of the registered holder: 
		
	   		
	   		
	(Name)		
	  		
	    		
	(Street Address)		
	  		
	    		
	(City, State and Zip Code)
Please print name and
    address		
	  		
		             
    	Principal amount to be converted (if
      less than all):
			$______,000
			  
			NOTICE: The above signature(s) of the
      Holder(s) hereof must correspond with the name as written upon the face of
      the Note in every particular without alteration or enlargement or any
      change whatever.
		 	
			________________________
			Social Security or Other
    Taxpayer
			Identification
  Number



2 







ATTACHMENT 2


[FORM OF FUNDAMENTAL CHANGE
REPURCHASE NOTICE] 

	To:    	CalAmp
      Corp.
	  
	To:	The Bank of New
      York Mellon Trust Company, N.A.
		400 South Hope
      Street, Suite 400
		Los Angeles, CA
      90071
		Attention:
      Corporate Trust Administration



The undersigned registered
owner of this Note hereby acknowledges receipt of a notice from CalAmp Corp.
(the “Company”) as to the occurrence of a Fundamental Change
with respect to the Company and specifying the Fundamental Change Repurchase
Date and requests and instructs the Company to pay to the registered holder
hereof in accordance with Section 15.02 of the Indenture referred to in this
Note (1) the entire principal amount of this Note, or the portion thereof (that
is $1,000 principal amount or a multiple thereof) below designated, and (2) if
such Fundamental Change Repurchase Date does not fall during the period after a
Regular Record Date and on or prior to the corresponding Interest Payment Date,
accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental
Change Repurchase Date. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms
in the Indenture. 

In the case of Physical Notes,
the certificate numbers of the Notes to be repurchased are as set forth below:


	Dated:   		 	           
    	 
	 
	 
	 
				_______________________________________
				Signature(s)
				 
  
				____________________________
				Social Security
      or Other Taxpayer
				Identification Number
	      
				Principal amount
      to be repurchased (if less than all):
				$______,000
	    
				NOTICE: The above
      signature(s) of the Holder(s) hereof
				must correspond
      with the name as written upon the face of
				the Note in every
      particular without alteration or
				enlargement or
      any change whatever.



1 







ATTACHMENT 3


[FORM OF ASSIGNMENT AND
TRANSFER] 

For value received
____________________________ hereby sell(s), assign(s) and transfer(s) unto
_________________ (Please insert social security or Taxpayer Identification
Number of assignee) the within Note, and hereby irrevocably constitutes and
appoints  _____________________ attorney to transfer the said Note on the
books of the Company, with full power of substitution in the premises.


In connection with any
transfer of the within Note occurring prior to the Resale Restriction
Termination Date, as defined in the Indenture governing such Note, the
undersigned confirms that such Note is being transferred: 

☐  To CalAmp Corp. (the
“Company”) or a subsidiary thereof; or 

☐  Pursuant to a
registration statement that has become or been declared effective under the
Securities Act of 1933, as amended; or 

☐  Pursuant to and in
compliance with Rule 144A under the Securities Act of 1933, as amended; or


☐  Pursuant to and in
compliance with Rule 144 under the Securities Act of 1933, as amended, or any
other available exemption from the registration requirements of the Securities
Act of 1933, as amended. 

1 







	Dated: 		 
		  
		  
		  
	  	  
	Signature(s)
		  
	  	   
	Signature Guarantee
	  
	Signature(s) must be guaranteed by an eligible Guarantor
      Institution (banks, stock brokers, savings and loan associations and
      credit unions) with membership in an approved signature guarantee
      medallion program pursuant to Securities and Exchange Commission Rule
      17Ad-15 if Notes are to be delivered, other than to and in the name of the
      registered holder. 



NOTICE: The signature on the
assignment must correspond with the name as written upon the face of the Note in
every particular without alteration or enlargement or any change
whatever. 

2