exv4w2



 





EXHIBIT 4.2

EXECUTION COPY














VERITAS DGC INC.,

as Issuer




Floating Rate Convertible Senior Notes Due 2024










INDENTURE










U.S. BANK NATIONAL ASSOCIATION,

as Trustee




Dated as of March 3, 2004
















 









 





CROSS-REFERENCE TABLE*




	 	 	 	 	 
	Trust Indenture Act Section
	 	Indenture Section

	310 (a)(1)
	 	 	7.10	 
	(a)(2)
	 	 	N.A.	 
	(a)(3)
	 	 	N.A.	 
	(a)(4)
	 	 	N.A.	 
	(a)(5)
	 	 	N.A.	 
	(b)
	 	 	7.10	 
	(c)
	 	 	N.A.	 
	311 (a)
	 	 	7.11	 
	(b)
	 	 	7.11	 
	(c)
	 	 	N.A.	 
	312 (a)
	 	 	N.A.	 
	(b)
	 	 	11.03	 
	(c)
	 	 	11.03	 
	313 (a)
	 	 	7.06	 
	(b)
	 	 	7.06	 
	(b)
	 	 	7.06	 
	(c)
	 	 	N.A.	 
	(d)
	 	 	N.A.	 
	314 (a)
	 	 	4.02, 4.03	 
	(b)
	 	 	N.A.	 
	(c)(1)
	 	 	N.A.	 
	(c)(2)
	 	 	N.A.	 
	(c)(3)
	 	 	N.A.	 
	(d)
	 	 	N.A.	 
	(e)
	 	 	N.A.	 
	(f)
	 	 	N.A.	 
	315 (a)
	 	 	7.01	(b)
	(b)
	 	 	7.05	 
	(c)
	 	 	N.A.	 
	(d)
	 	 	7.01	(c)
	(e)
	 	 	6.11	 
	316 (a)(1)(A)
	 	 	6.05	 
	(a)(1)(B)
	 	 	6.04	 
	(a)(2)
	 	 	N.A.	 
	(b)
	 	 	N.A.	 
	(c)
	 	 	N.A.	 
	317 (a)(1)
	 	 	N.A.	 
	(a)(2)
	 	 	N.A.	 
	(b)
	 	 	N.A.	 
	318 (a)
	 	 	N.A.	 













	 	 	N.A. means not applicable.












	*	 	This Cross-Reference Table is not part of the Indenture.








i









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page

	ARTICLE 1

	Definitions and incorporation by reference

	 
	Section 1.01.	 	Definitions
	 	 	1	 
	Section 1.02.	 	Other Definitions
	 	 	7	 
	Section 1.03.	 	Incorporation by Reference of Trust Indenture Act
	 	 	8	 
	Section 1.04.	 	Rules of Construction
	 	 	8	 
	Section 1.05.	 	Acts of Holders
	 	 	9	 
	 
	ARTICLE 2

	The Securities

	 
	Section 2.01.	 	Form and Dating
	 	 	10	 
	Section 2.02.	 	Execution and Authentication
	 	 	11	 
	Section 2.03.	 	Registrar, Paying Agent and Conversion Agent
	 	 	11	 
	Section 2.04.	 	Paying Agent to Hold Money in Trust
	 	 	12	 
	Section 2.05.	 	Holder Lists
	 	 	13	 
	Section 2.06.	 	Transfer and Exchange.
	 	 	13	 
	Section 2.07.	 	Replacement Securities
	 	 	15	 
	Section 2.08.	 	Outstanding Securities; Determinations of Holders’ Action
	 	 	16	 
	Section 2.09.	 	Temporary Securities
	 	 	17	 
	Section 2.10.	 	Cancellation
	 	 	17	 
	Section 2.11.	 	Persons Deemed Owners
	 	 	18	 
	Section 2.12.	 	Global Securities.
	 	 	18	 
	Section 2.13.	 	CUSIP Numbers
	 	 	20	 
	Section 2.14.	 	Designation
	 	 	20	 
	 
	ARTICLE 3

	Redemption and Repurchases

	 
	Section 3.01.	 	Right to Redeem; Notices to Trustee
	 	 	20	 
	Section 3.02.	 	Selection of Securities to Be Redeemed
	 	 	21	 
	Section 3.03.	 	Notice of Redemption
	 	 	21	 
	Section 3.04.	 	Effect of Notice of Redemption
	 	 	22	 
	Section 3.05.	 	Deposit of Redemption Price
	 	 	23	 
	Section 3.06.	 	Securities Redeemed in Part
	 	 	23	 
	Section 3.07.	 	Sinking Fund
	 	 	23	 
	Section 3.08.	 	Repurchase of Securities at Option of the Holder on
Specified Dates
	 	 	23	 







ii



 









 





	 	 	 	 	 	 	 	 	 
	Section 3.09.	 	Repurchase of Securities at Option of the Holder Upon Change in Control
	 	 	26	 
	Section 3.10.	 	Effect of Repurchase Notice or Change in Control Repurchase Notice
	 	 	29	 
	Section 3.11.	 	Deposit of Repurchase Price or Change in Control Repurchase Price
	 	 	30	 
	Section 3.12.	 	Securities Repurchased in Part
	 	 	31	 
	Section 3.13.	 	Covenant to Comply with Securities Laws upon Repurchase of Securities
	 	 	31	 
	Section 3.14.	 	Repayment to the Company
	 	 	31	 
	 
	ARTICLE 4

	Covenants

	 
	Section 4.01.	 	Payment of Securities
	 	 	32	 
	Section 4.02.	 	SEC and Other Reports
	 	 	32	 
	Section 4.03.	 	Compliance Certificate; Notice of Default.
	 	 	32	 
	Section 4.04.	 	Further Instruments and Acts
	 	 	33	 
	Section 4.05.	 	Maintenance of Office or Agency
	 	 	33	 
	Section 4.06.	 	Delivery of Certain Information
	 	 	34	 
	Section 4.07.	 	Liquidated Damages
	 	 	34	 
	 
	ARTICLE 5

	Successor Corporation

	 
	Section 5.01.	 	When the Company May Consolidate, Merge or Transfer Assets
	 	 	34	 
	 
	ARTICLE 6

	Defaults and Remedies

	 
	Section 6.01.	 	Events of Default
	 	 	35	 
	Section 6.02.	 	Acceleration
	 	 	37	 
	Section 6.03.	 	Other Remedies
	 	 	38	 
	Section 6.04.	 	Waiver of Past Defaults
	 	 	38	 
	Section 6.05.	 	Control by Majority
	 	 	39	 
	Section 6.06.	 	Limitation on Suits
	 	 	39	 
	Section 6.07.	 	Rights of Holders to Receive Payment and to Convert
	 	 	39	 
	Section 6.08.	 	Collection Suit by Trustee
	 	 	40	 
	Section 6.09.	 	Trustee May File Proofs of Claim
	 	 	40	 
	Section 6.10.	 	Priorities
	 	 	41	 
	Section 6.11.	 	Suits
	 	 	41	 
	Section 6.12.	 	Waiver of Stay, Extension or Usury Laws
	 	 	41	 







iii



 








 





	 	 	 	 	 	 	 	 	 
	ARTICLE 7

	Trustee

	 
	Section 7.01.	 	Duties of Trustee
	 	 	42	 
	Section 7.02.	 	Rights of Trustee
	 	 	43	 
	Section 7.03.	 	Individual Rights of Trustee
	 	 	45	 
	Section 7.04.	 	Trustee’s Disclaimer
	 	 	45	 
	Section 7.05.	 	Notice of Defaults
	 	 	45	 
	Section 7.06.	 	Reports by Trustee to Holders
	 	 	46	 
	Section 7.07.	 	Compensation and Indemnity
	 	 	46	 
	Section 7.08.	 	Replacement of Trustee
	 	 	47	 
	Section 7.09.	 	Successor Trustee by Merger Etc
	 	 	48	 
	Section 7.10.	 	Eligibility; Disqualification
	 	 	48	 
	Section 7.11.	 	Preferential Collection of Claims Against Company
	 	 	49	 
	Section 7.12.	 	Force Majeure
	 	 	49	 
	 
	ARTICLE 8

	Discharge of Indenture

	 
	Section 8.01.	 	Discharge of Liability on Securities
	 	 	49	 
	Section 8.02.	 	Repayment to the Company
	 	 	49	 
	 
	ARTICLE 9

	Amendments

	 
	Section 9.01.	 	Without Consent of Holders
	 	 	50	 
	Section 9.02.	 	With Consent of Holders
	 	 	50	 
	Section 9.03.	 	Compliance with Trust Indenture Act
	 	 	52	 
	Section 9.04.	 	Revocation and Effect of Consents
	 	 	52	 
	Section 9.05.	 	Notation on or Exchange of Securities
	 	 	52	 
	Section 9.06.	 	Trustee to Sign Supplemental Indentures
	 	 	52	 
	Section 9.07.	 	Effect of Supplemental Indentures
	 	 	52	 
	 
	ARTICLE 10

	Conversion of the Securities

	 
	Section 10.01.	 	Conversion Privilege
	 	 	53	 
	Section 10.02.	 	Conversion Procedure
	 	 	55	 
	Section 10.03.	 	Taxes on Conversion
	 	 	57	 
	Section 10.04.	 	Company to Provide Stock
	 	 	57	 
	Section 10.05.	 	Adjustment of Conversion Price
	 	 	58	 
	Section 10.06.	 	No Adjustment
	 	 	64	 
	Section 10.07.	 	Equivalent Adjustments
	 	 	64	 
	Section 10.08.	 	Adjustment for Tax Purposes
	 	 	64	 
	Section 10.09.	 	Notice of Adjustment
	 	 	65	 







iv



 









 





	 	 	 	 	 	 	 	 	 
	Section 10.10.	 	Notice of Certain Transactions
	 	 	65	 
	Section 10.11.	 	Effect of Reclassification, Consolidation, Merger, Share Exchange
or Sale on Conversion Privilege
	 	 	66	 
	Section 10.12.	 	Trustee’s Disclaimer
	 	 	67	 
	Section 10.13.	 	Voluntary Reduction
	 	 	67	 
	Section 10.14.	 	Conversion Value of Securities Tendered.
	 	 	68	 
	Section 10.15.	 	Simultaneous Adjustments
	 	 	69	 
	 
	ARTICLE 11

	Miscellaneous

	 
	Section 11.01.	 	Trust Indenture Act Controls
	 	 	69	 
	Section 11.02.	 	Notices
	 	 	70	 
	Section 11.03.	 	Communication by Holders with Other Holders
	 	 	70	 
	Section 11.04.	 	Certificate and Opinion as to Conditions Precedent
	 	 	71	 
	Section 11.05.	 	Statements Required in Certificate or Opinion
	 	 	71	 
	Section 11.06.	 	Separability Clause
	 	 	72	 
	Section 11.07.	 	Rules by Trustee, Paying Agent, Conversion Agent and
Registrar
	 	 	72	 
	Section 11.08.	 	Legal Holidays
	 	 	72	 
	Section 11.09.	 	Governing Law
	 	 	72	 
	Section 11.10.	 	No Recourse Against Others
	 	 	72	 
	Section 11.11.	 	Successors
	 	 	72	 
	Section 11.12.	 	Multiple Originals
	 	 	73	 
	Section 11.13.	 	Table of Contents and Headings
	 	 	73	 
	 
	Exhibit A — Form of Global Security	 	 	 	 
	Exhibit B — Transfer
Certificate	 	 	 	 










 









 





     INDENTURE dated as of March 3, 2004 among VERITAS DGC INC., a Delaware
corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national
banking association organized under the laws of the United States of America
(the “Trustee”).



     Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders (as defined below) of the
Company’s Floating Rate Convertible Senior Notes Due 2024 (the “Securities”):



ARTICLE 1




Definitions and Incorporation by Reference




     Section 1.01 . Definitions.



     “Affiliate” has the meaning provided in Rule 405 under the Securities Act.



     “Agent” means any Registrar, Paying Agent, Conversion Agent or
co-registrar.



     “Applicable Procedures” means, with respect to any transfer or transaction
involving a Global Security or beneficial interests therein, the rules and
procedures of the Depositary for such Global Security, in each case to the
extent applicable to such transaction and as in effect from time to time.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal, state,
or foreign law for the relief of debtors.



     “Beneficial Owner” shall be determined in accordance with Rule 13d-3 and
Rule 13d-5 promulgated by the SEC under the Exchange Act or any successor
provision, except that: (i) a person shall be deemed to have “Beneficial
Ownership” of all shares of Common Stock that the Person has the right to
acquire, whether exercisable immediately or only after the passage of time and
(ii) any percentage of “Beneficial Ownership” shall be determined using the
definition in clause (i) in both the numerator and the denominator.



     “Board of Directors” means either the board of directors of the Company or
any duly authorized committee of such board of directors authorized to act for
it with respect to this Indenture.



     “Board Resolution” means a copy of one or more resolutions, certified by
an Officer of the Company to have been duly adopted or consented to by the
Board of Directors and to be in full force and effect, and delivered to the
Trustee.



 









 





     “Business Day” means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New
York.



     “Capital Stock” for any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of
or interests in (however designated) stock issued by that corporation, but
excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.



     “Change in Control” means the occurrence of one or more of the following
events:



     (a) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the properties
and assets of the Company, to any Person or group of related Persons, as
defined in Section 13(d) of the Exchange Act (a “Group”);



     (b) the approval by the holders of the Capital Stock of the Company of any
plan or proposal for the liquidation or dissolution of the Company, whether or
not otherwise in compliance with this Indenture;



     (c) any Person or Group, other than the Company, any Subsidiary of the
Company or any employee benefit plan of the Company or any such Subsidiary,
becomes the Beneficial Owner, directly or indirectly, of shares of Capital
Stock of the Company entitling such Person or Group to exercise in excess of
50% of the aggregate ordinary voting power of all shares of Voting Stock of the
Company; or



     (d) the first day on which a majority of the members of the Board of
Directors are not Continuing Directors.



     “Common Stock” shall mean shares of the Company’s Common Stock, $.01 par
value per share, as they exist on the date of this Indenture or any other
shares of Capital Stock of the Company into which the Common Stock shall be
reclassified or changed.



     “Common Stock Price” 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 such date for the Common Stock as reported in composite
transactions on the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, as reported by The NASDAQ System.



2









 





     “Company” means the party named as the “Company” in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent successor or
successors.



     “Company Order” means a written request or order signed in the name of the
Company by any two Officers.



     “Continuing Directors” means, as of any date of determination, any member
of the Board of Directors who (a) was a member of the Board of Directors as of
the date hereof or (b) was nominated for election or elected to the Board of
Directors with the approval of a majority of the Continuing Directors who were
members of the Board of Directors at the time of such nomination or election.



     “Conversion Price” means $24.03 per share of Common Stock as of the date
of this Indenture, subject to the adjustments described in Section 10.05
hereof.



     “Conversion Rate” means the number of shares of Common Stock equal to
$1,000 divided by the Conversion Price, which shall be approximately 41.6146 as
of the date of this Indenture.



     “Corporate Trust Office” means the office of the Trustee at which at any
time the trust created by this Indenture shall be administered, which office at
the date hereof is located at U.S. Bank National Association, Goodwin Square,
225 Asylum Street, 23rd Floor Hartford, Connecticut 06103, 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 a
successor Trustee may designate from time to time by notice to the Holders and
the Company).



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



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.



     “GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect from time to time.



3









 





     “Holder” means a Person in whose name a Security is registered on the
Registrar’s books.



     “Indenture” means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.



     “Initial Purchaser” shall mean Deutsche Bank Securities Inc.



     “Liquidated Damages” has the meaning set forth in the Registration Rights
Agreement dated as of March 3, 2004 between the Company and the Initial
Purchaser.



     “Market Price” means the average of the Common Stock Prices for 20
consecutive Trading Days commencing 30 Trading Days before the record date with
respect to any distribution, issuance or other event requiring such
computation, appropriately adjusted (as determined in good faith by the Board
of Directors, whose determination shall be conclusive) to take into account the
occurrence, during the period commencing on the first of such 20 consecutive
Trading Days and ending on such record date, of any event requiring adjustment
of the Conversion Price under this Indenture.



     “Obligations” means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation under which any indebtedness is
created, evidenced or secured, including in the case of the Securities,
Liquidated Damages, if any.



     “Offering Memorandum” means the offering memorandum of the Company dated
February 26, 2004 relating to the offering of the Securities.



     “Officer” means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, any Vice President (whether or not
such title is preceded by any modifier such as “Executive, “Senior” or the
like), the Chief Financial Officer, the Treasurer, the Controller or the
Secretary of such Person or any other officer designated by the board of
directors of such Person serving in a similar capacity; provided that the
designation of any such Officer of the Company by the Board of Directors shall
be evidenced in a Board Resolution.



     “Officers’ Certificate” means a written certificate containing the
information specified in Sections 11.04 and 11.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers’



4









 







Certificate given pursuant to Section 4.03 shall be signed by the principal
executive officer, principal financial officer or the principal accounting
officer of the Company but need not contain the information specified in
Sections 11.04 and 11.05.



     “Opinion of Counsel” means a written opinion containing the information
specified in Sections 11.04 and 11.05, from legal counsel who is acceptable to
the Trustee in its reasonable discretion. The counsel may be an employee of,
or counsel to, the Company or the Trustee.



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



     “Redemption Date” shall mean a date specified for redemption of the
Securities in accordance with the terms of this Indenture.



     “Responsible Officer” shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, 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.



     “Rule 144A” means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.



     “SEC” means the Securities and Exchange Commission.



     “Security” or “Securities” means any of the Company’s Floating Rate
Convertible Senior Notes Due 2024 issued under this Indenture.



     “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.



     “Significant Subsidiary” has the meaning ascribed to such term in
Regulation S-X (17 CFR Part 210).



     “Stated Maturity”, when used with respect to any Security, means the date
specified in such Security as the fixed date on which an amount equal to the
principal amount of such Security is due and payable.




5










 





     “Subsidiary” means, with respect to any Person, (i) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
(determined without regard to any classification of directors) shall at the
time be owned, directly or indirectly, by such Person, (ii) any other Person
(other than a partnership) of which at least a majority of the voting interests
under ordinary circumstances is at the time, directly or indirectly, owned by
such Person or (iii) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general
partners of which are such Person or one or more Subsidiaries of such
Person (or any combination thereof).



     “TIA” means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, provided that in the event the TIA is amended after such date,
TIA means, to the extent required by any such amendment, the TIA as so amended.



     “Trading Day” means any regular or abbreviated trading day of The New York
Stock Exchange.



     “Trading Price of the Securities” on any date of determination means the
average of the secondary market bid quotations per $1,000 principal amount of
Securities obtained by the Trustee for $5,000,000 principal amount of the
Securities at approximately 3:30 p.m., New York City time, on such
determination date from three independent nationally recognized securities
dealers the Company selects, which may include the Initial Purchaser; provided
that if at least three such bids cannot reasonably be obtained by the Trustee,
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 Trustee, this one
bid shall be used. If the Trustee cannot reasonably obtain at least one such
bid or, in the Company’s reasonable judgment, the bid quotations are not
indicative of the secondary market value of the Securities, then the Trading
Price of the Securities will be determined in good faith by the Trustee, taking
into account in such determination such factors as it, in its sole discretion
after consultation with the Company, deems appropriate.



     “Transfer Restricted Securities Legend” means the legend labeled as such
and that is set forth in Exhibit A hereto.



     “Trustee” means the party named as the “Trustee” in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.



     “Voting Stock” of a Person means Capital Stock of such Person of the class
or classes pursuant to which the holders thereof have the general voting


6









 






power under ordinary circumstances (determined without regard to any classification
of directors) to elect at least a majority of the board of directors, managers
or trustees of such Person (irrespective of whether or not at the time Capital
Stock of any other class or classes shall have or might have voting power by
reason of the happening of any contingency).




     Section 1.02.
Other Definitions.



	 	 	 	 	 
	Term
	 	Defined in Section

	Acceleration Notice

	 	 	6.02	(a)
	Accepted Purchased Shares

	 	 	10.05	(g)
	Act

	 	 	1.05	(a)
	Agent Members

	 	 	2.12	(e)
	Authenticating Agent

	 	 	2.02	 
	Change in Control Repurchase Date

	 	 	3.09	(a)
	Change in Control Repurchase Price

	 	 	3.09	(a)
	Change in Control Repurchase Notice

	 	 	3.09	(c)
	Company Change in Control Repurchase Notice

	 	 	3.09	(b)
	Company Repurchase Notice

	 	 	3.08	(b)
	Conversion Agent

	 	 	2.03	 
	Conversion Date

	 	 	10.02	(a)
	Conversion Value

	 	 	10.14	(a)
	Depositary

	 	 	2.01	(b)
	Determination Date

	 	 	10.14	(b)
	DTC

	 	 	2.01	(b)
	Event of Default

	 	 	6.01	 
	Ex-Dividend Date

	 	 	10.01	(c)
	Expiration Time

	 	 	10.05	(d)
	Global Security

	 	 	2.01	(b)
	Legal Holiday

	 	 	11.08	 
	Net Share Amount

	 	 	10.14	(b)
	Net Shares

	 	 	10.14	(b)
	Offer Expiration Time

	 	 	10.05	(g)
	Paying Agent

	 	 	2.03	 
	Payment Default

	 	 	6.01	(e)
	Principal Return

	 	 	10.14	(b)
	Pre-Dividend Sale Price

	 	 	10.05	(e)
	Principal Value Conversion

	 	 	10.01	(a)
	Repurchase Date

	 	 	3.08	(a)
	Repurchase Notice

	 	 	3.08	(a)
	Repurchase Price

	 	 	3.08	(a)
	Purchased Shares

	 	 	10.05	(d)
	QIB

	 	 	2.06	(e)
	Quarter

	 	 	10.01	(a)







7









 






	 	 	 	 	 
	Term
	 	Defined in Section

	Redemption Price

	 	 	3.01	(a)
	Registrar

	 	 	2.03	 
	Rule 144A Information

	 	 	4.06	 
	Stockholder Rights Plan

	 	 	10.05	(f)
	Transfer Restricted Securities

	 	 	2.06	(e)
	Ten Day Average Closing Stock Price

	 	 	10.14	(a)







     Section 1.03.
Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms incorporated by reference in this Indenture have the following
meanings:





     “Commission” means the SEC.



     “Indenture Securities” means the Securities.



     “Indenture Security Holder” means a Holder.



     “Indenture to be Qualified” means this Indenture.



     “Indenture Trustee” or “Institutional Trustee” means the Trustee.



     “Obligor” on the indenture securities means the Company.



     All other TIA terms incorporated by reference in this Indenture that are
defined by the TIA, defined by a TIA reference to another statute or defined by
an SEC rule have the meanings assigned to them by such definitions.



     Section 1.04.
Rules of Construction. Unless the context otherwise
requires:



     (a) a term has the meaning assigned to it;



     (b) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;



     (c) “or” is not exclusive;



     (d) “including” means including, without limitation; and



     (e) words in the singular include the plural, and words in the plural
include the singular.



8









 





     Section 1.05.
Acts of Holders.



     (a) Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Securities may take
action (including the making of any demand or request, the giving of any
direction, 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, (b) by the record of the Holders voting in
favor thereof at any meeting of Holders duly called and held in accordance with
procedures approved by the Trustee, (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders or (d) in the case
of Securities evidenced by a Global Security, by any electronic transmission or
other message, whether or not in written format, that complies with the Applicable
Procedures. Such evidence (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the relevant Holders.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.



     (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer’s individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer’s authority. The fact and date of
the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.



     (c) The ownership of Securities shall be proved by the register maintained
by the Registrar.



     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of
the same Security and the holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.



     (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, by or pursuant to a Board Resolution, fix in advance a
record date for



9









 







the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the outstanding Securities shall be computed as
of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
six months after the record date.



ARTICLE 2

The Securities




     Section 2.01.
Form and Dating.



     (a) Forms. The Securities and the Trustee’s certificate of authentication
shall be substantially in the forms set forth on Exhibit A, which are a part of
this Indenture and incorporated by reference herein. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage; provided that any such notation, legend or endorsement required by usage
is in a form acceptable to the Company. The Company shall provide any such
notations, legends or endorsements to the Trustee in writing. Each Security
shall be dated the date of its authentication.



     (b) Global Securities. Unless otherwise required by law or otherwise
contemplated by Section 2.12(a), all of the Securities will be represented by
one or more Securities in global form (a “Global Security”), which shall be
deposited with the Trustee at its Corporate Trust Office, as custodian for the
Depositary and registered in the name of The Depository Trust Company (“DTC”)
or the nominee thereof (such depositary, or any successor thereto, and any such
nominee being hereinafter referred to as the “Depositary”), duly executed by
the Company and authenticated by the Trustee as hereinafter provided.



     Each Global Security shall represent such of the outstanding Securities as
shall be specified therein and each shall provide that it shall represent the
aggregate amount of outstanding Securities from time to time endorsed thereon
and that the aggregate amount of outstanding Securities represented thereby may
from time to time be reduced or increased, as appropriate, to reflect
exchanges, redemptions and conversions.



10









 





     Any adjustment of the aggregate principal amount of a Global Security to
reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee as required by
Section 2.12 hereof and shall be made on the records of the Trustee and the
Depositary.



     Section 2.02.
Execution and Authentication. The Securities shall be
executed on behalf of the Company by the manual or facsimile signature of any
Officer.



     Securities bearing the manual or facsimile signatures of individuals who
were at the time of the execution of the Securities the proper Officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of authentication
of such Securities.



     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an authorized signatory,
and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered
hereunder.



     The Trustee may appoint an authenticating agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate Securities.
Unless otherwise provided in the appointment, the Authenticating Agent may
authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by the
Authenticating Agent. The Authenticating Agent has the same rights as an Agent
to deal with the Company or with any Affiliate of the Company.



     The Trustee shall authenticate and deliver Securities for original issue
in an aggregate principal amount of up to $155,000,000 (which shall include the
Initial Purchaser’s option to purchase additional Securities in an aggregate
principal amount of up to $30,000,000) upon a Company Order without any further
action by the Company. The aggregate principal amount of Securities
outstanding at any time may not exceed the amount set forth in the foregoing
sentence, except as provided in Section 2.07.



     The Securities shall be issued only in registered form without coupons and
only in denominations of $1,000 of principal amount and any integral multiple
thereof.



     Section 2.03.
Registrar, Paying Agent and Conversion Agent. The Company
shall maintain an office or agency where Securities may be presented



11









 







for registration of transfer or for exchange (the “Registrar”), an office or agency
where Securities may be presented for repurchase or payment (the “Paying
Agent”) and an office or agency where Securities may be presented for
conversion (the “Conversion Agent”). The Registrar shall keep a register of
the Securities and of their transfer and exchange. The Company, upon prior
written notice to the Trustee, may have one or more co-registrars, one or more
additional paying agents reasonably acceptable to the Trustee and one or more
additional conversion agents. The term “Paying Agent” includes any additional
paying agent, including any named pursuant to Section 4.05. The term
“Conversion Agent” includes any additional conversion agent, including any
named pursuant to Section 4.05.



     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar (if other than the
Trustee). Such agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee, in advance, of the
name and address of any such Agent. If the Company fails to maintain a
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section
7.07. The Company or any of its Subsidiaries or an Affiliate of the Company or
any of its Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or
co-registrar.



     The Company initially appoints the Trustee as Registrar, Conversion Agent
and Paying Agent in connection with the Securities.



     Section 2.04.
Paying Agent to Hold Money in Trust. Except as otherwise
provided herein, not later than 11:00 a.m. (New York City time) on each due
date of payments in respect of any Security, the Company shall deposit with the
Paying Agent a sum of money sufficient to make such payments becoming due. The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that such Paying Agent shall hold in trust for the benefit of Holders
or the Trustee all money held by such Paying Agent for the making of payments
in respect of the Securities and shall notify the Trustee of any default by the
Company in making any such payment. At any time during the continuance of any
such default, such Paying Agent shall, upon the written request of the Trustee,
forthwith pay to the Trustee all moneys held in trust. If the Company, a
Subsidiary of the Company or an Affiliate of the Company or any of its
Subsidiaries acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Company at any time may
require each Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed by it. Upon doing so, such Paying Agent shall
have no further liability for such money or shares of Common Stock, as the case
may be.



12









 





     Section 2.05.
Holder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the
Company shall cause to be furnished to the Trustee on each March 10, June 10,
September 10 and December 10 and at such other times as the Trustee may request
in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders, which list may be
conclusively relied upon by the Trustee and dated not more than 15 days prior
to the time such information is furnished; provided that the list of Holders
provided on May 10, June 10, September 10 and December 10 shall contain the
list of Holders as of the immediately preceding March 1, June 1, September 1
and December 1, respectively.



     Section 2.06.
Transfer and Exchange.



     (a) Subject to Section 2.12 hereof, upon surrender for registration of
transfer of any Securities to the Registrar, together with a written instrument
of transfer satisfactory to the Registrar, substantially in the form affixed to
the form of Security attached as Exhibit A hereto, duly executed by the Holder
thereof or such Holder’s attorney duly authorized in writing, at the office or
agency of the Registrar or co-registrar, the Company shall execute and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations of a like aggregate principal amount.



     At the option of the Holder thereof, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Securities to be exchanged, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by such Holder or such Holder’s attorney duly authorized in writing,
at the office or agency of the Registrar or co-registrar. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities that the Holder making
the exchange is entitled to receive.



     The Company shall not charge a service charge for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to pay all taxes, assessments or other governmental charges that may be imposed
in connection with the transfer or exchange of the Securities from the Holder
requesting such transfer or exchange.



     The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Repurchase Notice or Change



13









 







in Control Repurchase Notice has been given and not withdrawn by the Holder
thereof in accordance with the terms of this Indenture (except, in the case of
Securities to be repurchased in part, the portion thereof not to be
repurchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption to each Holder of Securities to be redeemed, as provided
in Section 3.03.



     (b) Successive registrations and registrations of transfers and exchanges
as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.



     (c) The Registrar shall provide to the Trustee such information as the
Trustee may reasonably require in connection with the delivery by the Registrar
of Securities upon transfer or exchange of Securities.



     (d) The Registrar shall not be required to make registrations of transfer
or exchange of Securities during any periods designated in the Securities or in
this Indenture as periods during which such registration of transfers and
exchanges need not be made.



     (e) Notwithstanding any other provision of this Indenture or the
Securities, until the expiration of the applicable holding period set forth in
Rule 144(k) of the Securities Act (or any successor provision), the Securities
may not be transferred or exchanged in whole or in part other than (i) to a person
whom the seller reasonably believes is a qualified institutional buyer, as such
term is defined in Rule 144A (a “QIB”), in reliance on Rule 144A, (ii) pursuant
to an exemption from registration under the Securities Act provided by Rule 144
thereunder (if available), (iii) pursuant to an effective registration
statement under the Securities Act or (iv) to the Company or any of its
Subsidiaries, in each of cases (i) through (iv) in accordance with any
applicable securities laws of any state of the United States. Whenever any
Security is presented or surrendered for registration of transfer or exchange
for a Security registered in a name other than that of the Holder thereof, such
Security must be accompanied by a certificate in substantially the form set
forth in Exhibit B, dated the date of such surrender and signed by the Holder
of such Security, as to compliance with such restrictions on transfer. The
Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.



     Any certificate evidencing a Security (and all securities issued in
exchange therefore or substitution thereof) shall bear the Transfer Restricted
Securities Legend, unless (1) such Security has been sold pursuant to a
registration statement that has been declared effective under the Securities
Act (and which continues to be effective at the time of such transfer) or
pursuant to Rule 144 under the Securities Act or any similar provision then in
force, (2) such Security is eligible for resale pursuant to Rule 144(k) under
the Securities Act (or any



14









 







successor provision) or (3) otherwise agreed by the
Company in writing, with written notice thereof to the Trustee.



     Every Security that bears or is required under this Section 2.06(e) to
bear the Transfer Restricted Securities Legend (the “Transfer Restricted
Securities”) shall be subject to the restrictions on transfer set forth in this
Section 2.06(e) (including those set forth in the Transfer Restricted
Securities Legend) unless such restrictions on transfer shall be waived by
written consent of the Company, and the Holder of each such Transfer Restricted
Security, by such Security Holder’s acceptance thereof, agrees to be bound by
all such restrictions on transfer. As used in this Section 2.06(e), the term
“transfer” encompasses any sale, pledge, loan, transfer or other disposition
whatsoever of any Transfer Restricted Security or any interest therein.



     Any Security (or Security issued in exchange or substitution therefor) as
to which such restrictions on transfer shall have expired in accordance with
their terms or as to conditions for removal of the Transfer Restricted
Securities Legend have been satisfied may, upon surrender of such Security for
exchange to the Registrar in accordance with the provisions of this Section
2.06, be exchanged for a new Security or Securities, of like tenor and
aggregate principal amount, which shall not bear the Transfer Restricted
Securities Legend. If the Transfer Restricted Security surrendered for
exchange is represented by a Global Security bearing a Transfer Restricted
Securities Legend, the principal amount of the Global Security so legended
shall be reduced by the appropriate principal amount
and the principal amount of a Global Security without the Transfer
Restricted Securities Legend shall be increased by an equal principal amount.
If a Global Security without the Transfer Restricted Securities Legend is not
then outstanding, the Company shall execute and the Trustee shall authenticate
and deliver a Global Security without the Transfer Restricted Securities Legend
to the Depositary.



     Section 2.07.
Replacement Securities. If any mutilated Security is
surrendered to the Trustee, or the Company and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Security, and there
is delivered to the Company and the Trustee such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser (within the meaning of Section 8-303 of the Uniform
Commercial Code as adopted in the State of New York), the Company shall
execute, and upon the Company’s written request the Trustee shall authenticate
and deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount and bearing a number not contemporaneously outstanding.



15









 





     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, or is about to be redeemed or
repurchased by the Company pursuant to Article 3 hereof, the Company in its
discretion may, instead of issuing a new Security, pay, redeem or repurchase
such Security, as the case may be.



     Upon the issuance of any new Securities under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.



     Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.



     Section 2.08.
Outstanding Securities; Determinations of Holders’ Action.
Securities outstanding at any time are all the Securities authenticated by the
Trustee, except for those cancelled by it, those delivered to it for
cancellation pursuant to Section 2.10 and those described in this Section 2.08
as not outstanding. A Security does not cease to be outstanding because the
Company or
any Affiliate of the Company holds the Security; provided that in
determining whether the Holders of the requisite principal amount of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded; and provided further that Securities that the
Company or an Affiliate offers to purchase or acquires pursuant to an offer,
exchange offer, tender offer or otherwise shall not be deemed to be owned by
the Company or an Affiliate until legal title to such Notes passes to the
Company or such Affiliate, as the case may be. Subject to the foregoing, only
Securities outstanding at the time of such determination shall be considered in
any such determination (including, without limitation, determinations pursuant
to Articles 6 and 9).



16









 





     If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.



     If the Paying Agent holds, in accordance with this Indenture, prior to
11:00 a.m., New York City Time, on a Redemption Date, or on the Business Day
following a Repurchase Date or a Change in Control Repurchase Date, or on
Stated Maturity, money sufficient to pay amounts owed with respect to
Securities payable on that date, then immediately after such Redemption Date,
Repurchase Date, Change in Control Repurchase Date or Stated Maturity, as the
case may be, such Securities shall cease to be outstanding and interest
(including Liquidated Damages, if any) on such Securities shall cease to
accrue; provided that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made.



     If a Security is converted in accordance with Article 10, then from and
after the time of conversion on the Conversion Date, such Security shall cease
to be outstanding and interest shall cease to accrue on such Security.



     Section 2.09.
Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, and with such appropriate
insertions, omissions, substitutions and other variations as the Officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.



     If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.03,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.



     Section 2.10.
Cancellation. All Securities surrendered for payment,
redemption, repurchase, conversion, exchange or registration of transfer shall,
if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it, or, if surrendered to the
Trustee, shall be



17









 







promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder that the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. The Company may not issue new Securities to replace Securities it has
paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article 10. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in accordance with the
Trustee’s customary procedures.



     Section 2.11.
Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving
payment of the principal amount of the Security or the payment of any
Redemption Price, Repurchase Price or Change in Control Repurchase Price in
respect thereof, and accrued but unpaid interest (including Liquidated Damages,
if any) thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.



     Section 2.12.
Global Securities.



     (a) Notwithstanding any other provisions of this Indenture or the
Securities, a Global Security shall not be exchanged in whole or in part for a
Security registered in the name of any Person other than the Depositary, any
successor Depositary or one or more nominees thereof; provided that a Global
Security may be exchanged for Securities registered in the name of any Person
designated by the Depositary if (1) the Depositary has notified the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or such Depositary has ceased to be a “clearing agency” registered under the
Exchange Act, and a successor Depositary is not appointed by the Company within
90 days, (2) the Company has provided the Depositary with written notice that
it has decided to discontinue use of the system of book-entry transfer through
the Depositary or any successor Depositary or (3) an Event of Default has
occurred and is continuing with respect to the Securities, and the Depositary
notifies the Trustee that it elects to cause the issuance of Securities in
definitive form. Any Global Security exchanged pursuant to clauses (1) or (2)
above shall be so exchanged in whole and not in part, and any Global Security
exchanged pursuant to clause (3) above may be exchanged in whole or from time
to time in part as directed by the Depositary. Any Security issued in exchange
for a Global Security or any portion thereof shall be a Global Security;
provided that any such Security so issued that is registered in the name of a
Person other than the Depositary or a nominee thereof shall not be a Global
Security.




18








 





     (b) Securities issued in exchange for a Global Security or any portion
thereof shall be issued in definitive, fully registered form, without interest
coupons, shall have an aggregate principal amount equal to that of such Global
Security or portion thereof to be so exchanged, shall be registered in such
names and be in such authorized denominations as the Depositary shall designate
and shall bear the applicable legends provided for herein. Any Global Security
to be exchanged in whole shall be surrendered by the Depositary to the Trustee,
as Registrar. With regard to any Global Security to be exchanged in part,
either such Global Security shall be so surrendered for exchange or, if the
Trustee is acting as custodian for the Depositary or its nominee with respect
to such Global Security, the principal amount thereof shall be reduced by an
amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee shall authenticate and deliver the
Security issuable on such exchange to or upon the order of the Depositary or an
authorized representative thereof.



     (c) Subject to the provisions of Section 2.12(e), the registered Holder
may grant proxies and otherwise authorize any Person, including Agent Members
(as defined below) and Persons that may hold interests through Agent Members,
to take any action which a Holder is entitled to take under this Indenture or
the Securities.



     (d) If any of the events specified in Section 2.12(a) occurs, the Company
will promptly make available to the Trustee a reasonable supply of Securities
in definitive form.



     (e) Neither any members of, or participants in, the Depositary
(collectively, the “Agent Members”) nor any other Persons on whose behalf Agent
Members may act shall have any rights under this Indenture with respect to any
Global Security registered in the name of the Depositary or any nominee
thereof, or under any such Global Security, and the Depositary or such nominee,
as the case may be, may be treated by the Company, the Trustee and any agent of
the Company or the Trustee as the absolute owner and holder of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be,
or impair, as between the Depositary, its Agent Members and any other Person on
whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a holder of any Security.



     (f) With respect to any Global Security, the Company, the Registrar and
the Trustee shall be entitled to treat the Person in whose name such Global
Security is registered as the absolute owner of such Security for all purposes
of this Indenture, and neither the Company, the Registrar nor the Trustee shall
have any responsibility or obligation to any Agent Members or other beneficial
owners of the Securities represented by such Global Security. Without limiting
the immediately preceding sentence, neither the Company, the Registrar nor the
Trustee shall have



19









 




any responsibility or obligation with respect to (1) the
accuracy of the records of the Depositary or any other Person with respect to
any ownership interest in any Global Security, (2) the delivery to any Person,
other than a Holder, of any notice with respect to the Securities represented
by a Global Security, including any notice of redemption or repurchase, (3) the
selection of the particular Securities or portions thereof to be redeemed or
repurchased in the event of a partial redemption or repurchase of part of the
Securities outstanding or (4) the payment to any Person, other than a Holder,
of any amount with respect to the principal of or Redemption Price, Repurchase
Price, Change in Control Repurchase Price or accrued but unpaid interest
(including Liquidated Damages, if any) with respect to any Global Security.




     Section 2.13. CUSIP Numbers. The Company may issue the Securities with
one or more CUSIP numbers (if then generally in use), and, if the Company so
elects, the Trustee shall use CUSIP numbers in notices of redemption as a
convenience to 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 Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP numbers.



     Section 2.14. Designation. The indebtedness evidenced by the Securities
is hereby irrevocably designated as “senior indebtedness” or such other term
denoting seniority for the purposes of any other existing or future
indebtedness of the Company which the Company makes subordinate in right of
payment to any senior (or such other term denoting seniority) indebtedness of
the Company.



ARTICLE 3

Redemption and Repurchases



     Section 3.01. Right to Redeem; Notices to Trustee.



     (a) Optional Redemption. On or after March 20, 2009, the Company, at its
option, may redeem the Securities in whole at any time or in part from time to
time, in any integral multiple of $1,000, for cash at a price equal to 100% of
the principal amount of the Securities to be redeemed (the “Redemption Price”),
together with accrued but unpaid interest (including Liquidated Damages, if
any) thereon, up to but not including the Redemption Date; provided that if the
Redemption Date is between the close of business on an interest record date and



20









 




the opening of business on the related interest payment date, accrued but
unpaid interest (including Liquidated Damages, if any) will be payable to the
Holders in whose names the Securities are registered at the close of business
on the relevant interest record date.




     (b) Notice to Trustee. If the Company elects to redeem Securities
pursuant to this Section 3.01, it shall notify the Trustee in writing of the
Redemption Date, the principal amount of Securities to be redeemed and the
Redemption Price. The Company shall give the notice to the Trustee provided
for in this Section 3.01(b) by a Company Order at least ten days before the
date notice of redemption is to be given to Holders pursuant to Section 3.03
(unless a shorter notice shall be satisfactory to the Trustee).



     Section 3.02. Selection of Securities to Be Redeemed. If less than all
the Securities are to be redeemed, subject to the Applicable Procedures in the
case of Global Securities to be so redeemed, the Trustee shall select the
Securities to be redeemed by any method that the Trustee deems fair and
appropriate. In the event of a partial redemption, the Trustee may select for
redemption portions of the principal amount of Securities in principal amounts
of $1,000 and integral multiples thereof.



     Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.



     If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed
(so far as possible) to be the portion selected for redemption. Securities
that have been converted during a selection of Securities to be redeemed may be
treated by the Trustee as outstanding for the purpose of such selection.



     Section 3.03. Notice of Redemption. At least 30 days but not more than
60 days before any Redemption Date, the Company shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of
Securities to be redeemed at such Holder’s registered address.



     The notice of redemption shall identify the Securities to be redeemed and
shall state:



     (a) the Redemption Date;



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     (b) the Redemption Price and, to the extent known at the time of such
notice the amount of accrued but unpaid interest (including Liquidated Damages,
if any) payable on the Redemption Date;



     (c) the current Conversion Price;



     (d) the name and address of the Paying Agent and Conversion Agent;



     (e) that Securities called for redemption may be converted at any time
before the close of business on the second Business Day immediately preceding
the Redemption Date;



     (f) that Holders who want to convert Securities must satisfy the
requirements set forth in the Securities and Article 10 of this Indenture;



     (g) that Securities called for redemption must be surrendered to the
Paying Agent in order to collect the Redemption Price therefor, together with
accrued but unpaid interest (including Liquidated Damages, if any) thereon;



     (h) if fewer than all the outstanding Securities are to be redeemed, the
certificate numbers, if any, and principal amounts of the particular Securities
to be redeemed;



     (i) that, unless the Company defaults in paying the Redemption Price,
interest (including Liquidated Damages, if any) on Securities called for
redemption will cease to accrue on and after the Redemption Date and the
Securities called for redemption will cease to be outstanding; and



     (j) the CUSIP number of the Securities called for redemption.



     At the Company’s request, the Trustee shall give the notice of redemption
in the Company’s name and at the Company’s expense, so long as the Company
makes such request at least five Business Days prior to the date by which such
notice of redemption is to be given to Holders in accordance with this Section
3.03 and the Company provides the Trustee with all information required for
such notice of redemption.



     If any of the Securities is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to accord with the
Applicable Procedures that apply to the redemption of Global Securities.




     Section 3.04. Effect of Notice of Redemption. Once notice of redemption
is given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice of redemption,
together with accrued but unpaid interest (including Liquidated Damages, if
any) thereon, except for Securities which are converted in accordance with the
terms of



22









 




this Indenture. Upon surrender to the Paying Agent, such Securities
shall be paid at the Redemption Price stated in the notice of redemption,
together with accrued but unpaid interest (including Liquidated Damages, if
any) thereon, up to but not including the Redemption Date.




     Section 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. (New
York City time) on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary thereof or an Affiliate of
either of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the aggregate Redemption Price of all Securities to be
redeemed on the Redemption Date, together with accrued but unpaid interest
(including Liquidated Damages, if any) thereon, up to but not including the
Redemption Date, other than Securities or portions of Securities called for
redemption that on or prior thereto have been delivered by the Company to the
Trustee for cancellation or have been converted pursuant to Article 10. The
Paying Agent shall as promptly as practicable return to the Company any money
not required for making payments on the Redemption Date because of conversion
of Securities pursuant to Article 10. If such money is then held by the
Company in trust and is not required for making payments on the Redemption
Date, it shall be discharged from such trust.



     Section 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder in aggregate principal amount equal to, and in exchange for, the
unredeemed portion of the principal amount of the Security surrendered.



     Section 3.07. Sinking Fund. There shall be no sinking fund provided for
the Securities.



     Section 3.08. Repurchase of Securities at Option of the Holder on
Specified Dates.



     (a) At the option of the Holder, the Company shall repurchase all or a
portion of the Securities held by such Holder on March 15, 2009, March 15, 2014
and March 15, 2019 (each, a “Repurchase Date”) for cash at a price per Security
equal to 100% of the aggregate principal amount of the Security (the
“Repurchase Price”), together with accrued but unpaid interest (including
Liquidated Damages, if any) thereon, up to but not including the Repurchase
Date.



     Securities shall be repurchased pursuant to this Section 3.08 at the
option of the Holder thereof upon:



23









 






         (i) delivery to the Company and the Paying Agent by the Holder of a
written notice (a “Repurchase Notice”) at any time from the opening of
business on the date that is 30 Business Days prior to the Repurchase
Date until the close of business on the Business Day prior to such
Repurchase Date stating:




         (A) if the Security which the Holder will deliver to be
repurchased is a Security in definitive form, the certificate
number of such Security, or if such Security is a Global
Security, the notice must comply with the Applicable Procedures;




         (B) the portion of the principal amount of the Security
which the Holder will deliver to be repurchased, which portion
must be in a principal amount of $1,000 or any integral multiple
thereof; and




         (C) that such Security shall be repurchased as of the
Repurchase Date pursuant to the terms and conditions specified
in this Indenture; and




         (ii) delivery or book-entry transfer of such Security to the Paying
Agent prior to, on or after the Repurchase Date (together with all
necessary endorsements) at the offices of the Paying Agent, such
delivery being a condition to receipt by the Holder of the Repurchase
Price therefor, together with accrued but unpaid interest (including
Liquidated Damages, if any); provided that the Repurchase Price,
together with accrued but unpaid interest (including Liquidated Damages,
if any) thereon, shall be so paid pursuant to this Section 3.08 only if
the Security so delivered to the Paying Agent shall conform in all
respects to the description thereof in the related Repurchase Notice.



     The Company shall repurchase from the Holder thereof, pursuant to this
Section 3.08, a portion of a Security if the principal amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the repurchase of all of a Security also apply to the repurchase of a
portion of a Security.



     Any repurchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery to the Paying Agent of
the Repurchase Price, together with accrued but unpaid interest (including
Liquidated Damages, if any) thereon, to be received by the Holder promptly
following the later of the Repurchase Date and the time of delivery or
book-entry transfer of the Security to the Paying Agent in accordance with this
Section 3.08.



24









 





     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Repurchase Notice contemplated by this Section 3.08(a)
shall have the right to withdraw such Repurchase Notice at any time prior to
the close of business on the Repurchase Date by delivery of a written notice of
withdrawal to the Paying Agent at the principal office of the Paying Agent in
accordance with Section 3.10.



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



     (b) Company Repurchase Notice. In connection with any repurchase of
Securities pursuant to this Section 3.08, the Company shall give written notice
of the Repurchase Date to the Holders (the “Company Repurchase Notice”). The
Company Repurchase Notice shall be sent by first-class mail to the Trustee and
to each Holder not less than 30 Business Days prior to any Repurchase Date.
Each Company Repurchase Notice shall include a form of Repurchase Notice to be
completed by a Holder and shall state:




         (i) the Repurchase Price, the Conversion Price and, to the extent
known at the time of such notice, the amount of accrued but unpaid
interest (including Liquidated Damages, if any) that will be payable
with respect to the Securities on the Repurchase Date;




         (ii) the name and address of the Paying Agent and the Conversion
Agent;




         (iii) that Securities as to which a Repurchase Notice has been
given may be converted only if the applicable Repurchase Notice has been
withdrawn in accordance with the terms of this Indenture;




         (iv) that Securities must be surrendered to the Paying Agent to
collect payment of the Repurchase Price and accrued but unpaid interest
(including Liquidated Damages, if any);




         (v) that the Repurchase Price for any Securities as to which a
Repurchase Notice has been given and not withdrawn, together with
accrued but unpaid interest (including Liquidated Damages, if any)
payable with respect thereto, shall be paid promptly following the later
of the Repurchase Date and the time of surrender of such Securities as
described in clause (iv);




         (vi) the procedures the Holder must follow under this Section 3.08;




         (vii) briefly, the conversion rights of the Securities;



25









 






         (viii) that, unless the Company defaults in making payment of such
Repurchase Price, interest (including Liquidated Damages, if any) on
Securities covered by any Repurchase Notice will cease to accrue on and
after the Repurchase Date;




         (ix) the CUSIP number of the Securities; and




         (x) the procedures for withdrawing a Repurchase Notice or (as
specified in Section 3.10).



     At the Company’s request, which shall be made at least five Business Days
prior to the date by which the Company Repurchase Notice is to be given to the
Holders in accordance with this Section 3.08, and at the Company’s expense, the
Trustee shall give the Company Repurchase Notice in the Company’s name;
provided that, in all cases, the text of the Company Repurchase Notice shall be
prepared by the Company.



     If any of the Securities is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to accord with the
Applicable Procedures that apply to the repurchase of Global Securities.



     Section 3.09. Repurchase of Securities at Option of the Holder Upon
Change in Control.



     (a) If at any time that Securities remain outstanding there shall have
occurred a Change in Control, Securities shall be repurchased by the Company,
at the option of the Holder thereof, at a price in cash (the “Change in Control
Repurchase Price”) equal to 100% of the aggregate principal amount of such
Securities plus accrued but unpaid interest (including Liquidated Damages, if
any) thereon, up to but not including the date (the “Change in Control
Repurchase Date”) fixed by the Company that is not less than 30 days nor more
than 45 days after the date the Company Change in Control Repurchase Notice (as
defined below) is given, subject to satisfaction by or on behalf of the Holder
of the requirements set forth in Section 3.09(c); provided that if the Change
in Control Repurchase Date is between the close of business on an interest
record date and the opening of business on the related interest payment date,
accrued but unpaid interest (including Liquidated Damages, if any) will be
payable to the Holders in whose names the Securities are registered at the
close of business on the relevant interest record date.



     (b) Company Change in Control Repurchase Notice. In connection with any
repurchase of Securities pursuant to this Section 3.09, the Company shall give
written notice of the occurrence of a Change in Control, the repurchase right
arising as a result thereof and the Change in Control Repurchase Date to the
Holders (the “Company Change in Control Repurchase Notice”). The



26









 




Company Change in Control Repurchase Notice shall be sent by first-class mail to the
Trustee and to each Holder not more than 30 days after the occurrence of a Change in Control. Each Company Change in Control Repurchase Notice shall
include a form of Change in Control Repurchase Notice to be completed by a
Holder and shall state:





         (i) the Change in Control Repurchase Price, the Conversion Price
and, to the extent known at the time of such notice, the amount of
accrued but unpaid interest (including Liquidated Damages, if any) that
will be payable with respect to the Securities on the Change in Control
Repurchase Date;




         (ii) the name and address of the Paying Agent and the Conversion
Agent;




         (iii) that Securities as to which a Change in Control Repurchase
Notice has been given may be converted only if such Change in Control
Repurchase Notice has been withdrawn in accordance with the terms of
this Indenture;




         (iv) that Securities must be surrendered to the Paying Agent to
collect payment of the Change in Control Repurchase Price and accrued
but unpaid interest (including Liquidated Damages, if any);




         (v) that the Change in Control Repurchase Price for any Securities
as to which a Change in Control Repurchase Notice has been given and not
withdrawn, together with any accrued but unpaid interest (including
Liquidated Damages, if any) payable with respect thereto, shall be paid
promptly following the later of the Change in Control Repurchase Date
and the time of surrender of such Securities as described in clause
(iv);




         (vi) the procedures the Holder must follow under this Section 3.09;




         (vii) briefly, the conversion rights of the Securities;




         (viii) that, unless the Company defaults in making payment of such
Change in Control Repurchase Price, interest (including Liquidated
Damages, if any) on Securities covered by any Change in Control
Repurchase Notice will cease to accrue on and after the Change in
Control Repurchase Date;




         (ix) the CUSIP number of the Securities; and



27









 






         (x) the procedures for withdrawing a Change in Control Repurchase
Notice (as specified in Section 3.10).



     At the Company’s request, which shall be made at least five Business Days
prior to the date by which the Company Change in Control Repurchase
Notice is to be given to the Holders in accordance with this Section 3.09
and at the Company’s expense, the Trustee shall give the Company Change in
Control Repurchase Notice in the Company’s name; provided that, in all cases,
the text of the Company Change in Control Repurchase Notice shall be prepared
by the Company.



     If any of the Securities is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to accord with the
Applicable Procedures that apply to the repurchase of Global Securities.



     (c) For a Security to be so repurchased at the option of the Holder upon a
Change in Control, the Paying Agent must receive such Security with the form
entitled “Option to Elect Repurchase Upon a Change in Control” (a “Change in
Control Repurchase Notice”) on the reverse thereof duly completed, together
with such Security duly endorsed for transfer, on or before the close of
business on the Business Day prior to the Change in Control Repurchase Date.
All questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repurchase shall be determined by the Company,
whose determination shall be final and binding.



     The Company shall repurchase from the Holder thereof, pursuant to this
Section 3.09, a portion of a Security if the principal amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the repurchase of all of a Security also apply to the repurchase of a
portion of a Security.



     Any repurchase by the Company contemplated pursuant to the provisions of
this Section 3.09 shall be consummated by the delivery to the Paying Agent of
the Change in Control Repurchase Price, together with accrued but unpaid
interest (including Liquidated Damages, if any) thereon, to be received by the
Holder promptly following the later of the Change in Control Repurchase Date
and the time of delivery or book-entry transfer of the Security to the Paying
Agent in accordance with this Section 3.09.



     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Change in Control Repurchase Notice contemplated by this
Section 3.09(c) shall have the right to withdraw such Change in Control
Repurchase Notice at any time prior to the close of business on the Change in
Control Repurchase Date by delivery of a written notice of withdrawal to the



28









 




Paying Agent at the principal office of the Paying Agent in accordance with
Section 3.10.




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



     Notwithstanding anything herein to the contrary, the Company’s obligations
pursuant to this Section 3.09 shall be satisfied if a third party makes
an offer to repurchase outstanding Securities after a Change in Control in
the manner and at the times and otherwise in compliance in all material
respects with the requirements of this Section 3.09 and such third party
purchases all Securities properly tendered and not withdrawn pursuant to the
requirements of this Section 3.09.



     (d) Not more than 30 days after the occurrence of a Change in Control, the
Company shall use its reasonable best efforts to either (i) obtain the consents
under all existing indebtedness required to permit the repurchase of the
Securities pursuant to any Company Change in Control Repurchase Notice or (ii)
repay in full all existing indebtedness and terminate all commitments under all
existing indebtedness, in each case the terms of which would prohibit the
repurchase of the Securities pursuant to any Company Change in Control
Repurchase Notice.



     Section 3.10. Effect of Repurchase Notice or Change in Control
Repurchase Notice. Upon receipt by the Paying Agent of a Repurchase Notice or
Change in Control Repurchase Notice, the Holder of the Security in respect of
which such Repurchase Notice or Change in Control Repurchase Notice, as the
case may be, was given shall (unless such Repurchase Notice or Change in
Control Repurchase Notice is withdrawn as specified in the following two
paragraphs) thereafter be entitled to receive solely the Repurchase Price or
Change in Control Repurchase Price, together with accrued but unpaid interest
(including Liquidated Damages, if any) thereon, to but not including the
Repurchase Date or Change in Control Repurchase Date, as the case may be, with
respect to such Security. Such Repurchase Price or Change in Control
Repurchase Price, together with accrued but unpaid interest (including
Liquidated Damages, if any) thereon, to but not including the Repurchase Date
or Change in Control Repurchase Date, as the case may be, shall be paid to such
Holder, subject to receipt of funds by the Paying Agent, promptly following the
later of (x) the Repurchase Date or the Change in Control Repurchase Date, as
the case may be, with respect to such Security (provided that the conditions in
Section 3.08 or Section 3.09, as applicable, have been satisfied) and (y) the
time of delivery or book-entry transfer of such Security to the Paying Agent by
the Holder thereof in the manner required by Section 3.08 or Section 3.09(c),
as applicable. Securities in respect of which a Repurchase Notice or Change in
Control Repurchase Notice, as the case may be, has been given by the Holder
thereof may not be converted pursuant to Article 10 hereof on or after the date
of



29









 




the delivery of such Repurchase Notice or Change in Control Repurchase
Notice, as the case may be, unless such Repurchase Notice or Change in Control
Repurchase Notice, as the case may be, has first been validly withdrawn as
specified in the following two paragraphs.




     A Repurchase Notice or Change in Control Repurchase Notice, as the case
may be, may be withdrawn by means of a written notice of withdrawal delivered
to the office of the Paying Agent in accordance with the Repurchase Notice or
Change in Control Repurchase Notice, as the case may be, at any time prior to
the
close of business on the Repurchase Date or the Change in Control
Repurchase Date, as the case may be, specifying:




         (i) if the Security with respect to which such notice of withdrawal
is being submitted is a Security in definitive form, the certificate
number of such Security, or if such Security is a Global Security, the
notice must comply with the Applicable Procedures;




         (ii) the principal amount of the Security with respect to which
such notice of withdrawal is being submitted; and




         (iii) the principal amount, if any, of such Security which remains
subject to the original Repurchase Notice or Change in Control
Repurchase Notice, as the case may be, and which has been or will be
delivered for repurchase by the Company.



     There shall be no repurchase of any Securities pursuant to Section 3.08 or
Section 3.09 or redemption pursuant to Section 3.01 if an Event of Default
(other than a default in the payment of the Redemption Price, Repurchase Price
or Change in Control Repurchase Price, as the case may be) has occurred prior
to, on or after, as the case may be, the giving by the Holders of such
Securities of the required Repurchase Notice or Change in Control Repurchase
Notice, or the giving by the Company of the notice of redemption, as the case
may be, and such Event of Default is continuing. The Paying Agent will
promptly return to the respective Holders thereof any Securities (x) with
respect to which a Repurchase Notice or Change in Control Repurchase Notice, as
the case may be, has been withdrawn in compliance with this Indenture, or (y)
held by it during the continuance of an Event of Default (other than a default
in the payment of the Repurchase Price or Change in Control Repurchase Price,
as the case may be) in which case, upon such return, the Repurchase Notice or
Change in Control Repurchase Notice with respect thereto shall be deemed to
have been withdrawn.



     Section 3.11. Deposit of Repurchase Price or Change in Control
Repurchase Price. Prior to 11:00 a.m. (New York City time) on the Business Day
immediately following the Repurchase Date or the Change in Control Repurchase
Date, as the case may be, the Company shall deposit with the Trustee or with
the



30









 




Paying Agent (or, if the Company or a Subsidiary thereof or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in trust
as provided in Section 2.04) an amount of money (in immediately available funds
if deposited on such Business Day) sufficient to pay the aggregate Repurchase
Price or Change in Control Repurchase Price, as the case may be, together with
accrued but unpaid interest (including Liquidated Damages, if any) thereon, to
but not including the Repurchase Date or Change in Control Repurchase Date, as
the case may be, of all the Securities or portions thereof which are to be
repurchased as of the Repurchase Date or Change in Control Repurchase Date, as
the case may be.




     Section 3.12. Securities Repurchased in Part. Any Security in
definitive form that is to be repurchased only in part shall be surrendered at
the office of the Paying Agent (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder’s attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, one or more new Securities in definitive
form, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to, and in exchange for, the portion of the principal
amount of the Security in definitive form so surrendered which is not
repurchased.



     Section 3.13. Covenant to Comply with Securities Laws upon Repurchase of
Securities. When complying with the provisions of Sections 3.08 or 3.09 hereof
(so long as such offer or repurchase constitutes an “issuer tender offer” for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
repurchase), the Company shall (i) comply in all material respects with Rule
13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO
(or any successor schedule, form or report) under the Exchange Act and (iii)
otherwise comply in all material respects with all federal and state securities
laws so as to permit the rights and obligations under Sections 3.08 or 3.09 to
be exercised in the time and in the manner specified in Sections 3.08 or 3.09.



     Section 3.14. Repayment to the Company. To the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 3.11
exceeds the aggregate Repurchase Price or Change in Control Repurchase Price,
as the case may be, of the Securities or portions thereof which the Company is
obligated to repurchase as of the Repurchase Date or Change in Control
Repurchase Date, as the case may be, together with accrued but unpaid interest
(including Liquidated Damages, if any) thereon, then, unless otherwise agreed
in writing with the Company, promptly after the Business Day following the
Repurchase Date or Change in Control Repurchase Date, as the case may be, the
Trustee shall return any such excess to the Company together with interest, if
any, thereon (subject to the provisions of Section 7.01(f)).



31









 





ARTICLE 4

Covenants



     Section 4.01. Payment of Securities. The Company shall promptly make
all payments in respect of the Securities on the dates and in the manner
provided in the Securities or pursuant to this Indenture. Any amounts to be
given to the Trustee or Paying Agent, as the case may be, shall be deposited
with the Trustee or Paying Agent, as the case may be, by 11:00 a.m. (New York
City time), on the dates required pursuant to Section 2.04 hereof. Interest
installments, Liquidated
Damages, principal amount, Redemption Price, Repurchase Price, Change in
Control Repurchase Price and interest, if any, due on overdue amounts shall be
considered paid on the applicable date due if at 11:00 a.m. (New York City
time) on such date, the Trustee or the Paying Agent, as the case may be, holds,
in accordance with this Indenture, money sufficient to pay all such amounts
then due.



     The Company shall, to the extent permitted by law, pay interest on overdue
amounts at the rate per annum set forth in paragraph 1 of the Securities,
compounded quarterly, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such interest shall
be payable on demand. The accrual of such interest on overdue amounts shall be
in addition to the continued accrual of interest on the Securities.



     Section 4.02. SEC and Other Reports. The Company shall file with the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any
time no longer subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, it shall continue to provide the Trustee with reports
containing substantially the same information as would have been required to be
filed with the SEC had the Company continued to have been subject to such
reporting requirements. In such event, such reports shall be provided to the
Trustee at the times the Company would have been required to provide reports
had it continued to have been subject to such reporting requirements. In
addition, the Company shall comply with the other provisions of TIA Section
314(a).



     Section 4.03. Compliance Certificate; Notice of Default.



     (a) 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
July 31, 2004) an Officers’ Certificate, stating whether or not to the best



32









 




knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder), and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which the signers thereof may
have knowledge.




     (b) The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee promptly, and in any event within 30 days after becoming
aware of any Default or Event of Default under this Indenture, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto. The Trustee
shall not be deemed to have knowledge of a Default or Event of Default unless
one of its Responsible Officers receives written notice of the Default or Event
of Default from the Company or any of the Holders.



     Section 4.04. 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.



     Section 4.05. Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities
may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, exchange, repurchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Trustee’s office located
at U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, New
York 10005, shall initially be such office or agency where Securities may be
surrendered for payment, and the Corporate Trust Office shall initially be such
office or agency for all of the other aforesaid purposes. The Company shall
give prompt written notice to the Trustee of the location, and of any change in
the location, of any such office or agency (other than a change in the location
of the office or agency of the Trustee). 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 address of the Trustee set forth in
Section 11.02. The Company may also from time to time designate one or more
other offices or agencies where the Securities 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 at least one Paying
Agent having an office or agency in the Borough of Manhattan, The City of New
York.



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     Section 4.06. Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any Beneficial Owner of Securities or holder or
Beneficial Owner of Common Stock delivered upon conversion thereof, the Company
will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any Beneficial Owner of Securities or holder
or Beneficial Owner of Common Stock delivered upon conversion thereof or to a
prospective purchaser of any such security designated by any such holder, as
the case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. “Rule 144A Information” shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act or any successor
provisions.
Whether a Person is a Beneficial Owner shall be determined by the Company
to the Company’s reasonable satisfaction.



     Section 4.07. Liquidated Damages. If at any time Liquidated Damages
become payable by the Company pursuant to the Registration Rights Agreement,
the Company shall promptly deliver to the Trustee a certificate to that effect
and stating (i) the amount of such Liquidated Damages that are payable and (ii)
the date on which such Liquidated Damages are payable pursuant to the terms of
the Registration Rights Agreement. Unless and until a Responsible Officer of
the Trustee receives such a certificate, the Trustee may assume without inquiry
that no Liquidated Damages are payable. If the Company has paid Liquidated
Damages directly to the Persons entitled to them, the Company shall deliver to
the Trustee a certificate setting forth the particulars of such payment.



ARTICLE 5

Successor Corporation



     Section 5.01. When the Company May Consolidate, Merge or Transfer
Assets. The Company shall not consolidate with or merge with or into any other
Person or sell, lease exchange or otherwise transfer (in one transaction or a
series of related transactions) all or substantially all of its properties and
assets to any other Person, unless:



     (a) (i) the Company shall be the resulting or surviving corporation or
(ii) the Person (if other than the Company) formed by such consolidation or
into which the Company is merged or the Person which acquires by sale, lease,
exchange or other transfer all or substantially all of the properties and
assets of the Company (A) shall be a corporation, limited partnership, limited
liability company or other business entity organized and validly existing under
the laws of the United States or any State thereof or the District of Columbia,
and (B) shall expressly assume, by an indenture supplemental hereto, executed
and delivered to



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the Trustee, in form satisfactory to the Trustee, all of the
obligations of the Company under the Securities and this Indenture;




     (b) immediately after giving effect to such transaction, no Event of
Default and no Default shall have occurred and be continuing; and



     (c) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, lease, exchange or other transfer and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, comply with this Article 5 and that all conditions precedent herein
provided for relating to such transaction have been satisfied.



     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of the properties and assets of one or more Subsidiaries (other than
to the Company or another Subsidiary of the Company), which, if such assets
were owned by the Company would constitute all or substantially all of the
properties and assets of the Company, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company. The
successor Person formed by such consolidation or into which the Company is
merged or the successor Person to which such sale, lease, exchange or other
transfer is made shall succeed to, and (except in the case of a lease) be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein; and thereafter, except in the case of a lease and except for
obligations the Company may have under a supplemental indenture pursuant to
Section 9.06, the Company shall be discharged from all obligations and
covenants under this Indenture and the Securities. Subject to Section 9.06,
the Company, the Trustee and the successor Person shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor Person and such discharge and release of the Company, as applicable.



ARTICLE 6

Defaults and Remedies



     Section 6.01. Events of Default. Subject to the provisions set forth
below in this Section 6.01, each of the following events is an “Event of
Default”:



     (a) the failure to pay interest (including Liquidated Damages, if any) on
any Securities when the same becomes due and payable and the continuation of
such default for a period of 30 days, whether or not such failure shall be due
to compliance with agreements with respect to any other indebtedness or any
other cause;



35









 





     (b) the failure to pay the principal of any Securities, when such
principal becomes due and payable, at Stated Maturity, upon acceleration, upon
redemption or otherwise (including the failure to make cash payments due upon
conversion or make a payment to repurchase Securities tendered pursuant to a
Repurchase Notice or Change in Control Repurchase Notice), whether or not such
failure shall be due to compliance with agreements with respect to any other
indebtedness or any other cause;



     (c) the failure to provide a Company Change in Control Repurchase Notice
in accordance with the terms of Section 3.09(b) hereof;



     (d) a default in the observance or performance of any other covenant or
agreement contained in this Indenture which default continues for a period of
30 days after the Company receives written notice specifying the default (and
demanding that such default be remedied) from the Trustee or the beneficial
Holders of at least 25% of the outstanding principal amount of the Securities
(except in the case of a default with respect to Section 5.01, which will
constitute an Event of Default with such notice requirement but without such passage
of time requirement);



     (e) a default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
indebtedness of the Company or any of its Subsidiaries, or the payment of which
is guaranteed by the Company or any of its Subsidiaries, whether such
indebtedness now exists or is created after the issuance of the Securities,
which default (i) is caused by a failure to pay principal of or premium, if
any, or interest on such indebtedness after any applicable grace period
provided in such indebtedness on the date of such default (a “Payment Default”)
or (ii) results in the acceleration of such indebtedness prior to its express
maturity and, in either such case, the principal amount of such indebtedness,
together with the principal amount of any other such indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates at least $10,000,000; provided that if any such default
is cured or waived or any such acceleration rescinded, or such indebtedness is
repaid, within a period of 30 days from the continuation of such default beyond
the applicable grace period or the occurrence of such acceleration, as the case
may be, such event of default and any consequential acceleration of the
Securities shall be automatically rescinded, so long as such rescission does
not conflict with any judgment or decree;



     (f) one or more judgments in an uninsured aggregate amount in excess of
$10,000,000 shall have been rendered against the Company or any of its
Subsidiaries and remain undischarged, unpaid or unstayed for a period of 60
days after such judgment or judgments become final and nonappealable;



36









 





     (g) the Company or any of its Significant Subsidiaries pursuant to or
under or within the meaning of any Bankruptcy Law:




         (i) commences a voluntary case or proceeding;




         (ii) consents to the entry of an order for relief against it in an
involuntary case or proceeding;




         (iii) consents to the appointment of a custodian of it or for all
or substantially all of its property;




         (iv) makes a general assignment for the benefit of its creditors;
or




         (v) shall generally not pay its debts when such debts become due or
shall admit in writing its inability to pay its debts generally; or



     (h) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:




         (i) is for relief against the Company or any Significant Subsidiary
of the Company in an involuntary case or proceeding;




         (ii) appoints a custodian of the Company or any Significant
Subsidiary of the Company for all or substantially all of its
properties; or




         (iii) orders the liquidation of the Company or any Significant
Subsidiary of Company;


and in each case the order or decree remains unstayed and in effect for 60
consecutive days.




     Section 6.02. Acceleration.



     (a) If an Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01) shall occur and be continuing, the Trustee
may, and at the written request of the Holders of at least 25% in principal
amount of outstanding Securities shall, declare the principal of and accrued
but unpaid interest (including Liquidated Damages, if any) on all the
Securities to be due and payable by notice in writing to the Company (the
“Acceleration Notice”). Such notice shall specify the respective Event of
Default and that it is a “notice of acceleration.” Upon the giving of an
Acceleration Notice, the principal of and accrued but unpaid interest
(including Liquidated Damages, if any) on all the Securities shall become
immediately due and payable. If an Event of Default specified in clause (g) or
(h) of Section 6.01 occurs and is continuing, then all unpaid Obligations on
all of the outstanding Securities shall ipso facto become



37









 




and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder.




     (b) At any time after a declaration of acceleration with respect to the
Securities as described in the preceding paragraph, the Holders of a majority
in aggregate principal amount of the Securities at the time outstanding may
rescind and cancel such declaration and its consequences (i) if the rescission
would not conflict with any judgment or decree, (ii) if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of such acceleration, (iii) if interest on
overdue installments of interest (to the extent the payment of such interest is
lawful) and on overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid, (iv) if the Company has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its
expenses, disbursements and advances and (v) in the event of the cure or waiver
of an Event of Default of the type described in clause (d) of Section 6.01, the
Trustee shall have received an Officers’ Certificate and an Opinion of Counsel
that such Event of Default has been cured or waived. No such rescission shall
affect any subsequent Event of Default or impair any right consequent thereto.



     Section 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the principal amount of all the Securities plus accrued but unpaid interest
(including Liquidated Damages, if any) thereon, or to enforce the performance
of any provision of the Securities or this Indenture.



     The Trustee may maintain a proceeding even if the Trustee does not possess
any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Holder in exercising any
right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of, or acquiescence in, the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative
to the extent permitted by law.



     Section 6.04. Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding, by notice
in writing to the Trustee (and without notice to any other Holder), may waive
an existing Event of Default and its consequences, except (i) an Event of
Default described in Section 6.01(a) or 6.01(b), (ii) an Event of Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Holder affected or (iii) an Event of Default which constitutes
a failure to convert any Security in accordance with the terms of Article 10.
When an Event of Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Event of Default or impair any
consequent right. This Section 6.04 shall be in lieu of Section 316(a)(1)(B)
of the TIA and such Section



38









 




316(a)(1)(B) is hereby expressly excluded from this
Indenture, as permitted by the TIA.




     Section 6.05. Control by Majority. The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding may direct
the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines in good
faith is unduly prejudicial to the rights of other Holders or would involve the
Trustee in personal liability unless the Trustee is offered indemnity
satisfactory to it. This Section 6.05 shall be in lieu of Section 316(a)(1)(A)
of the TIA and such Section 316(a)(1)(A) is hereby expressly excluded from this
Indenture, as permitted by the TIA.



     Section 6.06. Limitation on Suits. A Holder may not pursue any remedy
with respect to this Indenture or the Securities unless:



     (a) the Holder gives to the Trustee written notice stating that an Event
of Default is continuing;



     (b) the Holders of at least 25% in aggregate principal amount of the
Securities at the time outstanding make a written request to the Trustee to
pursue the remedy;



     (c) such Holder or Holders offer to the Trustee security or indemnity
satisfactory to the Trustee against any loss, liability or expense;



     (d) the Trustee does not comply with the request within 60 days after
receipt of such notice, request and offer of security or indemnity; and



     (e) the Holders of a majority in aggregate principal amount of the
Securities at the time outstanding do not give the Trustee a direction
inconsistent with the request during such 60-day period.



     A Holder may not use this Indenture to prejudice the rights of any other
Holder or to obtain a preference or priority over any other Holder.



     Section 6.07. Rights of Holders to Receive Payment and to Convert.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of interest installments (including Liquidated Damages, if
any), the principal amount, Redemption Price, Repurchase Price, Change in
Control Repurchase Price or interest, if any, due on overdue amounts in respect
of the Securities held by such Holder, on or after the respective due dates
expressed in the Securities, and to convert the Securities in accordance with
Article 10, or to



39









 




bring suit for the enforcement of any such payment on or
after such respective dates or the enforcement of the right to convert, shall
not be impaired or affected adversely without the consent of such Holder.




     Section 6.08. Collection Suit by Trustee. If an Event of Default
described in Section 6.01(a) or 6.01(b) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company or any other obligor upon the Securities for the whole amount owing
with respect to the Securities and the amounts provided for in Section 7.07.



     Section 6.09. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether any amounts in respect of the Securities 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 on the Company for the payment
of any such amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,



     (a) to file and prove a claim for any accrued but unpaid amounts due in
respect of the Securities, and to file such other papers or documents as may be
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 or any other amounts due
the Trustee under Section 7.07) and of the Holders allowed in such judicial
proceeding, and



     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07.




     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 the Securities
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.



40









 





     Section 6.10. Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:



     FIRST: to the Trustee for amounts due under Section 7.07;



     SECOND: to Holders for amounts due and unpaid on the Securities and for
any accrued but unpaid interest amounts due in respect of the Securities,
ratably, without preference or priority of any kind, according to such amounts
due and payable on the Securities; and



     THIRD: the balance, if any, to the Company.



     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10. At least 15 days before such record
date, the Trustee shall mail to each Holder and the Company a notice that
states the record date, the payment date and the amount to be paid.



     Section 6.11. Suits. 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, a court in its discretion may require the
filing by any party litigant (other than the Trustee) in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10%
in aggregate principal amount of the Securities at the time outstanding. This
Section 6.11 shall be in lieu of Section 315(e) of the TIA and such Section
315(e) is hereby expressly excluded from this Indenture, as permitted by the
TIA.



     Section 6.12. Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the fullest extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law or any usury or other
law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of any amounts
due in respect of the Securities, as contemplated herein, or which may affect
the covenants or the performance of this Indenture; and the Company (to the
fullest extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not 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.




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ARTICLE 7
Trustee



     Section 7.01. Duties of Trustee.



     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise 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 man would exercise
or use under the circumstances in the conduct of his own affairs.



     (b) Except during the continuance of an Event of Default:




         (i) the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others; and




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



     This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and
such Section 315(a) is hereby expressly excluded from this Indenture, as
permitted by the TIA.



     (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:




         (i) this paragraph (c) does not limit the effect of paragraph (b)
of this Section 7.01;




         (ii) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer unless it is conclusively
determined by a court of competent jurisdiction that the Trustee was
negligent in ascertaining the pertinent facts; and




         (iii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.02, 6.04 or 6.05.



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Sections 7.01(c)(i), (ii) and (iii) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by
the TIA.




     (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to Sections 7.01(a), (b), (c), (e) and (f).



     (e) The Trustee may refuse to perform any duty or exercise any right or
power or expend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.



     (f) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee (acting in
any capacity hereunder) shall be under no liability for interest on any money
received by it hereunder unless otherwise agreed in writing with the Company.



     Section 7.02. Rights of Trustee. Subject to its duties and
responsibilities under the TIA,



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



     (b) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may obtain and, in the absence of bad faith or
negligence on its part, conclusively rely upon an Officers’ Certificate and/or
an Opinion of Counsel;



     (c) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
attorneys, custodians or nominees, and without limiting the generality of the
foregoing, the Trustee may appoint an agent (i) to obtain the quotations
referred to in the definition of “Trading Price of the
Securities,” (ii) to
determine 3-month LIBOR and (iii) to report such quotations or determinations
to the Company and the Depositary on behalf of the Trustee; and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent, attorney, custodian or nominee appointed with due care by it hereunder;



43









 





     (d) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith which it reasonably believes to be
authorized or within its rights or powers conferred under this Indenture;



     (e) the Trustee may consult with counsel selected by it and any advice or
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or opinion of such counsel;



     (f) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Holders, pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee security or indemnity satisfactory to
it against the costs, expenses and liabilities which may be incurred therein or
thereby;



     (g) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Order and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution;



     (h) 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,
note, other evidence of indebtedness 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, during normal
business hours, to examine the books, records and premises of the Company,
personally or by agent or attorney at the sole cost of the Company and shall
incur no liability or additional liability of any kind by reason of such
inquiry or investigation;



     (i) the Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a
Default is received by the Trustee at the Corporate Trust Office, and such
notice references the Securities and this Indenture;



     (j) the rights, privileges, protections, immunities and benefits given to
the Trustee, including its right to be indemnified, are extended to, and shall
be enforceable by, the Trustee in each of its capacities hereunder (including
Paying Agent, Registrar and Conversion Agent), and to all other Persons
employed to act hereunder, including the Trustee’s officers, employees, agents
and custodians;



     (k) the Trustee may request that the Company deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which



44









 




Officers’ Certificate may be signed by any person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;




     (l) neither the Trustee nor any of its officers, directors, employees or
agents shall be liable for any action taken or omitted under this Indenture or
in connection therewith except to the extent caused by the Trustee’s gross
negligence, bad faith or willful misconduct, as determined by the final
judgment of a court of competent jurisdiction, no longer subject to appeal or
review; and anything in this Indenture to the contrary notwithstanding, to the
extent permitted by the TIA in no event shall the Trustee be liable for
special, indirect or 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;



     (m) the Trustee is not required to give any bond or surety with respect to
the performance of its duties or the exercise of its powers under this
Indenture; and



     (n) notwithstanding anything else herein contained, whenever any provision
of this Indenture indicates that any confirmation of a condition or event is
qualified by the words “to the knowledge of” or “known to” the Trustee or other
words of similar meaning, said words shall mean and refer to the current
awareness of one or more Responsible Officers who are located at the Corporate
Trust Office.



     Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent or co-registrar may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.



     Section 7.04. Trustee’s Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, shall not
be accountable for the Company’s use or application of the proceeds from the
Securities, and shall not be responsible for any statement in any registration
statement for the Securities under the Securities Act or in any offering
document for the Securities, the Indenture or the Securities (other than its
certificate of authentication), or the determination as to which Beneficial
Owners are entitled to receive any notices hereunder.



     Section 7.05. Notice of Defaults. If an Event of Default occurs and if
it is actually known to a Responsible Officer of the Trustee, the Trustee shall
give to each Holder notice of all current Event of Defaults known to it within
90 days



45









 




after any such Event of Default occurs or, if later, within 15 days
after it is known to the Trustee, unless such Event of Default shall have been
cured or waived before the giving of such notice. Notwithstanding the
preceding sentence, except in the case of an Event of Default described in
Sections 6.01(a) and 6.01(b), the Trustee may withhold the notice if and so
long as a trust committee of officers of the Trustee in good faith determines
that withholding the notice is in the interests of Holders. The second
sentence of this Section 7.05 shall be in lieu of the proviso to Section 315(b)
of the TIA and such proviso is hereby expressly excluded from this Indenture,
as permitted by the TIA.




     Section 7.06. Reports by Trustee to Holders. Within 60 days after each
July 31 beginning with the July 31 following the date of this Indenture, the
Trustee shall mail to each Holder a brief report dated as of such July 31 that
complies with TIA Section 313(a), if required by such Section 313(a), but only
to the extent any such report is required to be given pursuant to said TIA
Section 313(a), or any successor provision of the TIA. The Trustee also shall
comply with TIA Section 313(b).



     Commencing at the time this Indenture is qualified under the TIA, a copy
of each report at the time of its mailing to Holders shall be filed with the
SEC and each securities exchange, if any, on which the Securities are listed.
The Company agrees to notify the Trustee in writing promptly whenever the
Indenture is qualified under the TIA and the Securities become listed on any
securities exchange and of any delisting thereof.



     Section 7.07. Compensation and Indemnity. The Company agrees:



     (a) to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as the Company and the Trustee shall from time
to time agree in writing for all services rendered by it hereunder (which
compensation shall not be limited (to the extent permitted by law) by any
provision of law in regard to the compensation of a trustee of an express
trust);



     (b) to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture or any documents executed in connection
herewith (including the reasonable compensation and the expenses,
advances and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence, bad
faith or willful misconduct; and



     (c) to indemnify the Trustee or any predecessor Trustee and their
respective agents, officers, directors and employees for, and to hold them
harmless against, any loss, damage, claim, liability, cost or expense
(including attorneys’ fees and expenses and taxes (other than franchise,
capital, net worth,



46









 




employment and ad valorem taxes and taxes based upon,
measured by or determined by the income or gross receipts of the Trustee))
incurred without negligence or bad faith on their part, arising out of or in
connection with the acceptance or administration of this trust, including the
costs and expenses of defending themselves against any claim (whether asserted
by the Company or any Holder or any other Person) or liability in connection
with the Trustee’s exercise or performance of any of its powers or duties
hereunder.




     To secure the Company’s payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except any money or property held in trust to pay
interest installments (including Liquidated Damages, if any), the principal
amount, Redemption Price, Repurchase Price, Change in Control Repurchase Price
or interest, if any, due on overdue amounts, as the case may be, in respect of
any particular Securities.



     The Company’s payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture or the earlier termination or
resignation of the Trustee. When the Trustee incurs expenses after the
occurrence of an Event of Default specified in Section 6.01(g) or Section
6.01(h), the expenses, including the reasonable charges and expenses of its
counsel, are intended to constitute expenses of administration under any
Bankruptcy Law.



     Any amounts due and owing the Trustee hereunder (whether in nature of
fees, expenses, indemnification payments or reimbursement for advances) which
have not been paid by or on behalf of the Company within 15 days following
written notice thereof given to the Company in accordance with the provisions
of Section 11.02, shall bear interest at an interest rate equal to the
Trustee’s announced prime rate in effect from time to time, plus four percent
(4.0%) per annum.



     Section 7.08. Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided that no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.08. The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding may remove the Trustee by so notifying the
Trustee and the Company in writing. The Company shall remove the Trustee if:



     (a) the Trustee fails to comply with Section 7.10;




     (b) the Trustee is adjudged bankrupt or insolvent;



     (c) a receiver or public officer takes charge of the Trustee or its
property; or



47









 





     (d) the Trustee otherwise becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint, by Board
Resolution, a successor Trustee.



     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company satisfactory in form and substance
to the retiring Trustee and the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture;
provided, notwithstanding the foregoing, the effectiveness of any such
resignation or removal shall be conditioned on receipt by the retiring Trustee
of all amounts due and owing under Section 7.07 hereof. The successor Trustee
shall mail a notice of its succession to Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.



     If a successor Trustee does not take office within 30 days after the
retiring Trustee gives its notice of resignation or is removed, the retiring
Trustee, the Company or the Holders of a majority in aggregate principal amount
of the Securities at the time outstanding may petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor
Trustee.



     If the Trustee fails to comply with Section 7.10, any Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.



     Section 7.09. Successor Trustee by Merger Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets (including the administration of the
trust created by this Indenture) to, another Person, the resulting or surviving
Person without any further act shall be the successor Trustee. As soon as
practicable, the successor Trustee shall mail a notice of its succession to the
Company and the Holders. Any such successor must nevertheless be eligible and
qualified under the provisions of Section 7.01 hereof.



     Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1). The Trustee (or its
parent holding company) shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent filed annual report of condition.
Nothing herein contained shall prevent the Trustee from filing with the SEC the
application referred to in the penultimate paragraph of TIA Section
310(b). The Trustee shall comply with TIA Section 310(b); provided that there
shall be excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures



48









 




under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.




     If at any time the Trustee shall cease to be eligible in accordance with
this Section 7.10, it shall resign immediately in the manner and with the
effect specified in Article 7.



     Section 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.



     Section 7.12. Force Majeure. To the extent permitted by the TIA, in no
event shall the Trustee be liable for any failure or delay in the performance
of its obligations hereunder because of circumstances beyond the Trustee’s
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo or government action,
including any laws, ordinances, regulations, governmental action or the like
which delay, restrict or prohibit the providing of the services contemplated by
this Indenture.



ARTICLE 8




Discharge of Indenture



     Section 8.01. Discharge of Liability on Securities. When (a) the
Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancellation or (b) all
outstanding Securities have become due and payable and the Company deposits
with the Trustee cash or shares of Common Stock (as applicable under the terms
of this Indenture) sufficient to pay all amounts due and owing on all
outstanding Securities (other than Securities replaced pursuant to Section
2.07), and if in either case the Company pays all other sums payable hereunder
by the Company, then this Indenture shall, subject to Section 7.07, cease to be
of further effect. The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand at the cost and expense of the Company and accompanied by
an Officers’ Certificate and Opinion of Counsel.



     Section 8.02. Repayment to the Company. The Trustee, the Paying Agent
and the Conversion Agent shall return to the Company upon written request any
money or shares of Common Stock held by them for the payment of any amount and
any shares of Common Stock with respect to the Securities that remain unclaimed
for two years, subject to applicable unclaimed property law. After
return to the Company, as applicable, Holders entitled to the money or
shares of



49









 




Common Stock must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person
and the Trustee, the Paying Agent and the Conversion Agent shall have no
further liability to the Holders with respect to such money or shares of Common
Stock for that period commencing after the return thereof.




ARTICLE 9




Amendments



     Section 9.01. Without Consent of Holders. The Company and the Trustee
may amend or supplement this Indenture or the Securities without notice to or
consent of any Holder:



     (a) to comply with Article 5 or Section 10.11;



     (b) to cure any ambiguity, omission, defect or inconsistency in this
Indenture;



     (c) to make any other change that does not adversely affect the rights of
any Holder in any material respect; provided that any change to conform this
Indenture to the Offering Memorandum shall be deemed not to adversely affect
the rights of any Holder;



     (d) to make provisions with respect to the conversion right of the Holders
pursuant to the requirements of Section 10.01;



     (e) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities; or



     (f) to comply with the provisions of the TIA, or with any requirement of
the SEC arising as a result of the qualification of this Indenture under the
TIA.



     Section 9.02. With Consent of Holders.



     The Company and the Trustee may amend or supplement this Indenture or the
Securities without notice to any Holder but with the consent of the Holders of
a majority in aggregate principal amount of the Securities at the time
outstanding. The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding may waive compliance by the Company with
restrictive provisions of this Indenture other than as set forth in this
Section 9.02 below, and waive any past Event of Default under this Indenture
and its consequences, except a default in the payment of the principal of, or
Redemption Price, Repurchase Price, Change in Control Repurchase Price of, or
any interest on, any Security, or



50









 




in respect of a provision which under this
Indenture cannot be modified or amended without the consent of the Holder of
each outstanding Security affected.




     Subject to Section 9.04, without the consent of each Holder affected,
however, an amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may not:



     (a) change the Stated Maturity of, or any payment date of any installment
of interest (including Liquidated Damages, if any) on, any Security;



     (b) reduce the principal amount or Redemption Price of, or the rate of
interest (including Liquidated Damages, if any) on, any Security, whether upon
acceleration, redemption or otherwise, or alter the manner of calculation of
interest or the rate of accrual thereof on any Security;



     (c) change the currency for payment of principal of, or interest
(including Liquidated Damages, if any) on, any Security;



     (d) impair the right to institute suit for the enforcement of any payment
of any amount with respect to any Security when due;



     (e) adversely affect the conversion rights provided in Article 10;



     (f) modify the provisions of this Indenture requiring the Company to make
an offer to repurchase Securities upon a Change in Control pursuant to Section
3.09, or to repurchase the Securities at the option of the Holders pursuant to
Section 3.08;



     (g) reduce the percentage of principal amount of the outstanding
Securities necessary to modify or amend this Indenture or to consent to any
waiver provided for in this Indenture;



     (h) waive a default in the payment of any amount or shares of Common Stock
with respect to any Security when due (except as provided in Section 6.02); or



     (i) make any changes to Section 6.04, Section 6.07 or this Section 9.02.



     It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.



     After an amendment under this Section 9.02 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment. Failure
to mail the notice or a defect in the notice shall not affect the validity of
the amendment.



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     Section 9.03. Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article 9 shall comply with the TIA.



     Section 9.04. Revocation and Effect of Consents. Until an amendment,
waiver or other action by Holders becomes effective, a consent thereto by a
Holder of a Security hereunder is a continuing consent by such Holder and every
subsequent Holder of such Security or portion of such Security that evidences
the same obligation as the consenting Holder’s Security, even if notation of
the consent, waiver or action is not made on such Security. However, unless
otherwise agreed by such Holder or a predecessor Holder, any such Holder or
subsequent Holder may revoke the consent, waiver or action as to such Holder’s
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment, waiver or action becomes effective.
After an amendment, waiver or action becomes effective, it shall bind every
Holder.



     Section 9.05. Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 9 may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company, and such new Securities may be authenticated and delivered by the
Trustee in exchange for outstanding Securities.



     Section 9.06. Trustee to Sign Supplemental Indentures. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article 9 if
the amendment contained therein does not, in the sole determination of the
Trustee, adversely affect the rights, duties, powers, privileges, benefits,
indemnities, liabilities or immunities of the Trustee. If it does, the Trustee
may, but need not, sign such supplemental indenture. In signing any
supplemental indenture the Trustee shall be entitled to receive, and (subject
to the provisions of Section 7.01) shall be fully protected in relying upon, an
Officers’ Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture.



     Section 9.07. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article 9, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes, and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.



52









 





ARTICLE 10




Conversion of the Securities



     Section 10.01. Conversion Privilege.



     (a) Subject to the provisions of this Article 10, a Holder of a Security
may convert such Security into cash and Common Stock equal to the Conversion
Value in accordance with Section 10.14, if any of the following conditions
is satisfied:




         (i) during any fiscal quarter (the “Quarter”) commencing on or
after May 1, 2004, if the Common Stock Price for at least 20 Trading
Days in the period of 30 consecutive Trading Days ending on the last
Trading Day of the Quarter immediately preceding such Quarter
(appropriately adjusted to take into account the occurrence, during such
30 consecutive Trading Day period, of any event requiring adjustment of
the Conversion Price under this Indenture) is more than 120% of the
Conversion Price on such 30th Trading Day;




         (ii) such Security has been called for redemption by the Company
pursuant to Section 3.01 and the redemption has not yet occurred, so
long as the Holder surrenders such Security for conversion prior to the
close of business on the date that is two Business Days prior to the
applicable Redemption Date, even if the Security is not otherwise
convertible at such time;




         (iii) (A) during the five Trading Day period immediately after a
period of five consecutive Trading Days in which the Trading Price of
the Securities for each Trading Day in such period was less than 95% of
the product of (x) the Common Stock Price on such Trading Day and (y)
the Conversion Rate on such Trading Day;




               (B) notwithstanding the foregoing, if on the date of any conversion
pursuant to Section 10.01(a)(iii)(A), the Common Stock Price on such
date is greater than the Conversion Price on such date but less than
120% of the Conversion Price on such date, then, for purposes of Section
10.14, the Conversion Value a Holder of Securities will be entitled to
receive will be equal to the principal amount of the Securities held by
such Holder plus accrued and unpaid interest (including Liquidated
Damages, if any) as of the Conversion Date (such a conversion, a
“Principal Value Conversion”);




         (iv) (A) a distribution to all holders of Common Stock of rights,
warrants or options entitling them (for a period commencing no earlier
than the date of distribution and expiring not more than 60 days



53









 




after the date of distribution) to subscribe for or purchase shares of Common
Stock at a price less than the average Common Stock Price for the 10
Trading Days immediately preceding the date such distribution was first
publicly announced; or





         (B) a distribution to all holders of Common Stock of cash or other
assets, evidences of Company indebtedness, rights or warrants to
purchase or subscribe for Capital Stock or other securities of the
Company, where the fair market value of such distribution per share of
Common Stock (as determined by the Board of Directors, whose
determination shall be conclusive evidence of such fair market value)
exceeds 10% of the Common Stock Price on the Trading Day immediately
preceding the date such distribution was first publicly announced;




provided that the Holder shall have no right to convert any Security
pursuant to this Section 10.01(a)(iv)hereof if the Holder of a Security
otherwise participates in the distribution described in this Section
10.01(a)(iv) on an as-converted basis solely into Common Stock at the
then applicable Conversion Price without conversion of such Holder’s
Securities; or




         (v) if the Company is party to a consolidation, merger, share
exchange, sale of all or substantially all of its properties and assets
or other similar transaction, in each case pursuant to which the Common
Stock is subject to conversion into cash, securities or other property
from and after the effective date of such transaction until and
including the date that is 30 days after the effective date of such
transaction.



     (b) In the case of Section 10.01(a)(iii), the Trustee shall have no
obligation to determine the Trading Price of the Securities unless the Company
has requested such determination in writing, and the Company shall have no
obligation to make such request unless a Holder of the Securities provides the
Company with reasonable evidence that the Trading Price of the Securities on
any date would be less than 95% of the product of (x) the Common Stock Price on
such date and (y) the Conversion Rate then in effect. Upon receipt of such
reasonable evidence, the Company shall instruct the Trustee in writing to
determine the Trading Price of the Securities beginning on the next Trading Day
and on each successive Trading Day until the Trading Price of the Securities is
greater than or equal to 95% of the product of the Common Stock Price and the
Conversion Rate. Neither the Trustee nor the Conversion Agent shall be under
any duty or obligation to make the calculations described in Section
10.01(a)(iii) hereof or to determine whether the Securities are convertible
pursuant to such Section. The Company shall make the calculations described in
Section 10.01(a)(iii) hereof using the Trading Price of the Securities provided
by the Trustee, shall determine whether the Securities are convertible under
Section



54









 




10.01(a)(iii) and shall advise the Trustee (or Conversion Agent, as the
case may be) of any determination that the Securities are convertible under
Section 10.01(a)(iii).




     (c) In the case of the foregoing Sections 10.01(a)(iv)(A) and
10.01(a)(iv)(B), the Company shall cause a notice of such distribution to be
filed with the Trustee and the Conversion Agent and to be mailed to each Holder
of Securities no later than 20 days prior to the Ex-Dividend Date for such
distribution. Once the Company has given such notice, Holders may surrender
their Securities for conversion at any time thereafter until the earlier of the
close of business on the Business Day prior to the Ex-Dividend Date or the
Company’s announcement that such distribution will not take place. The “Ex-Dividend
Date” for any such issuance or distribution means the date immediately prior to
the commencement of “ex-dividend” trading for such issuance or distribution on
The New York Stock Exchange or such other national securities exchange or The
Nasdaq Stock Market or similar system of automated dissemination of quotations
of securities prices on which the Common Stock is then listed or quoted.



     (d) A Holder may convert a portion of a Security equal to $1,000 or any
integral multiple thereof. Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of a portion of a
Security.



     If a Security is called for redemption pursuant to Section 3.01, in order
to convert such Security, the Holder must deliver the Security to the
Conversion Agent (or, if the Security is held in book-entry form, complete and
deliver to the Depositary appropriate instructions in accordance with the
Applicable Procedures) at any time prior to the close of business on the day
that is two Business Days prior to the applicable Redemption Date for such
Security (unless the Company shall default in paying the Redemption Price when
due, in which case the conversion right shall terminate on the date such
default is cured and such Security is redeemed). A Security in respect of
which a Holder has delivered a Repurchase Notice pursuant to Section 3.08 or a
Change in Control Repurchase Notice pursuant to Section 3.09 exercising the
option of such Holder to require the Company to repurchase such Security may be
converted only if such Repurchase Notice or Change in Control Repurchase
Notice, as the case may be, is withdrawn by a written notice of withdrawal
delivered to the Paying Agent prior to the close of business on the Repurchase
Date or the Change in Control Repurchase Date, as the case may be, in
accordance with Section 3.10.



     (e) A Holder of Securities is not entitled to any rights of a holder of
Common Stock until such Holder has converted its Securities into Common Stock.



     Section 10.02. Conversion Procedure.



55









 





     (a) To convert a Security, a Holder must (i) if the Security is in
definitive form, complete and manually sign the irrevocable conversion notice
on the back of the Security and deliver such notice to the Conversion Agent,
(ii) if the Security is in definitive form, surrender the Security to the
Conversion Agent, (iii) if the Security is in definitive form, furnish
appropriate endorsements and transfer documents if required by the Registrar or
the Conversion Agent, (iv) pay any transfer or other tax, if required by
Section 10.03 and (v) if the Security is held in book-entry form, complete and
deliver to the Depositary appropriate instructions pursuant to the Applicable
Procedures. The later of (x) the date on which the Holder satisfies all of the
foregoing requirements and (y) the Determination Date is the “Conversion Date”.
As promptly as practicable after the Conversion Date and in any event within
four Business Days thereof, the Company shall deliver to the Holder through the
Conversion Agent (1) cash in the amount calculated in accordance with Section 10.14, (2) the number of
whole shares of Common Stock issuable upon the conversion and (3) cash in lieu
of any fractional shares pursuant to Section 10.14.



     (b) The Person in whose name the Security is registered shall be deemed to
be a stockholder of record on the Conversion Date; provided that no surrender
of a Security on any date when the stock transfer books of the Company shall be
closed shall be effective to constitute the Person or Persons entitled to
receive the shares of Common Stock upon such conversion as the record holder or
holders of such shares of Common Stock on such date, but such surrender shall
be effective to constitute the Person or Persons entitled to receive such
shares of Common Stock as the record holder or holders thereof for all purposes
at the close of business on the next succeeding day on which such stock
transfer books are open; provided, further that such conversion shall be at the
Conversion Price in effect on the date that such Security shall have been
surrendered for conversion, as if the stock transfer books of the Company had
not been closed. Upon conversion of a Security, such Person shall no longer be
a Holder of such Security.



     (c) No payment or adjustment will be made for accrued but unpaid interest
(including Liquidated Damages, if any) on a converted Security or for dividends
or distributions on shares of Common Stock issued upon conversion of a Security
(provided that the shares of Common Stock received upon conversion of
Securities shall continue to accrue Liquidated Damages, as applicable, in
accordance with the Registration Rights Agreement and shall be entitled to
receive, at the next interest payment date, any accrued but unpaid Liquidated
Damages with respect to the converted Securities). The Company shall not
adjust the Conversion Price to account for the accrued but unpaid interest.
Nonetheless, if Securities are converted after the close of business on a
regular record date and prior to the opening of business on the next interest
payment date, including the date of maturity, Holders of such Securities at the
close of business on such regular record date shall receive the accrued but
unpaid interest (including Liquidated Damages, if any) payable on such
Securities on the corresponding interest payment date notwithstanding the
conversion. In such event, such Security, when surrendered for conversion,
must be accompanied by delivery of a check payable to the Conversion Agent in
an amount equal to the accrued but unpaid interest (including


56









 





Liquidated
Damages, if any) payable on such interest payment date on the portion so
converted. If such payment does not accompany such Security, the Security
shall not be converted; provided that no such check shall be required if such
Security has been called for redemption on a redemption date within the period
between the close of business on such record date and the opening of business
on such interest payment date, or if such Security is surrendered for
conversion on the interest payment date. If the Company defaults in the
payment of interest (including Liquidated Damages, if any) payable on the
interest payment date, the Conversion Agent shall repay such funds to the
Holder.



     (d) Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee shall, upon receipt of a Company Order,
authenticate and deliver to the Holder, a new Security equal in principal
amount to the unconverted portion of the Security surrendered.



     Section 10.03. Taxes on Conversion. If a Holder converts a Security,
the Company shall pay any documentary, stamp or similar issue or transfer tax
due on the issue of shares of Common Stock upon such conversion. However, the
Holder shall pay any tax which is due because the Holder requests the shares to
be issued in a name other than the Holder’s name. The Conversion Agent may
refuse to deliver the certificates representing the Common Stock being issued
in a name other than the Holder’s name until the Conversion Agent receives a
sum sufficient to pay any tax which will be due because the shares are to be
issued in a name other than the Holder’s name. Nothing herein shall preclude
any tax withholding required by law or regulations.



     Section 10.04. Company to Provide Stock. The Company shall, prior to
issuance of any Securities hereunder, and from time to time as may be
necessary, reserve, out of its authorized but unissued Common Stock, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Securities into shares of Common Stock. The certificates
representing the shares of Common Stock issued upon conversion of Transfer
Restricted Securities shall bear a legend substantially in the following form:




“THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933, OR THE “SECURITIES ACT”, AND THIS
SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION



57








 






THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.




THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF VERITAS
DGC INC. (THE “COMPANY”) THAT (A) THIS SECURITY MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (III) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
(IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES
(I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE.



     The Company covenants that all shares of Common Stock delivered upon
conversion of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and non-assessable and
shall be free from preemptive rights and free of any lien or adverse claim.



     The Company will endeavor promptly to comply with all federal and state
securities laws regulating the offer and delivery of shares of Common Stock
upon conversion of Securities, if any, and will list or cause to have quoted
such shares of Common Stock on each national securities exchange or in the
over-the-counter market or such other market on which the Common Stock is then
listed or quoted.



     Section 10.05. Adjustment of Conversion Price. The Conversion Price
shall be adjusted (without duplication) from time to time by the Company as
follows:



     (a) In case the Company shall (i) pay a dividend or other distribution in
shares of Common Stock to all holders of Common Stock, (ii) subdivide its
outstanding Common Stock into a greater number of shares or (iii) combine its



58









 




outstanding Common Stock into a smaller number of shares, the Conversion Price
shall be adjusted so that the Holder of any Security thereafter surrendered for
conversion shall be entitled to receive the number of shares of Common Stock
which it would have owned or been entitled to receive had such Security been
converted immediately prior to the happening of such event. For the purposes
of calculating the Conversion Price adjustment pursuant to this Section
10.05(a), Holders of a Security shall be treated as if they had the right to
convert the Security solely into Common Stock at the then applicable Conversion
Price. An adjustment made pursuant to this Section 10.05(a) shall become
effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of subdivision, combination or reclassification.




     (b) In case the Company shall issue to all holders of Common Stock rights,
warrants or options entitling such holders (for a period commencing no earlier
than the date of distribution and expiring not more than 60 days after the date
of distribution) to subscribe for or purchase shares of Common Stock (or
securities convertible into Common Stock) at a price per share less than the
average Common Stock Price for the 10 Trading Days immediately preceding
the date the distribution of such rights, warrants or options was first
publicly announced by the Company, the Conversion Price shall be decreased so
that the Conversion Price shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the record date for such issue
by a fraction,




         (i) the numerator of which shall be the number of shares of Common
Stock outstanding on such date of public announcement, plus the number
of shares which the aggregate subscription or purchase price for the
total number of shares of Common Stock offered by the rights, warrants
or options so issued (or the aggregate conversion price of the
convertible securities offered by such rights, warrants or options)
would purchase at such average Common Stock Price, and




         (ii) the denominator of which shall be the number of shares of
Common Stock outstanding on such date of public announcement plus the
number of additional shares of Common Stock offered by such rights,
warrants or options (or into which the convertible securities so offered
by such rights, warrants or options are convertible).



     Such adjustment shall be made successively whenever any such rights,
warrants or options are issued, and shall become effective immediately after
such record date. If at the end of the period during which such rights,
warrants or options are exercisable not all rights, warrants or options shall
have been exercised, the adjusted Conversion Price shall be immediately
readjusted to what it would have been upon application of the foregoing
adjustment substituting the number of additional shares of Common Stock
actually issued (or the number of



59









 




shares of Common Stock issuable upon
conversion of convertible securities actually issued) for the total number of
shares of Common Stock offered (or convertible securities offered).




     (c) In case the Company shall distribute to all holders of Common Stock
any shares of Capital Stock of the Company (other than Common Stock) or
evidences of its indebtedness, other securities or other assets, or shall
distribute to all holders of Common Stock, rights, warrants or options to
subscribe for or purchase any of its securities (excluding (i) those rights,
options and warrants referred to in Section 10.05(b); (ii) those dividends,
distributions, subdivisions and combinations referred to in Section 10.05(a);
and (iii) those dividends and distributions paid in cash referred to in Section
10.05(e)), then in each such case the Conversion Price shall be decreased so
that the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the date of such distribution by a
fraction,




         (i) the numerator of which shall be the Market Price on the record
date for the determination of holders of Common Stock entitled to
receive such distribution less the fair market value on such record date
(as determined by the Board of Directors, whose determination shall be
conclusive evidence of such fair market value) of the portion of
the Capital Stock or evidences of indebtedness, securities or assets so
distributed or of such rights, warrants or options, in each case
applicable to one share of Common Stock, and




         (ii) the denominator of which shall be the Market Price on such
record date,


such adjustment to become effective immediately after the record date for such
distribution; provided that if the numerator of the foregoing fraction is less
than $1.00 (including a negative amount), then in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall have the
right to receive upon conversion, in addition to the cash and Common Stock
issuable upon such conversion, the distribution such Holder would have received
had such Holder converted its Security solely into Common Stock at the then
applicable Conversion Price immediately prior to the record date for such
distribution.




     (d) In case the Company or any Subsidiary of the Company makes a payment
to holders of Common Stock in respect of a tender or exchange offer of
consideration per share of Common Stock having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a resolution of the Board of Directors) that as of the last
time (the “Expiration Time”) tenders or exchanges may be made pursuant to such
tender or exchange offer (as it may be amended) exceeds the Common Stock Price
on the Trading Day next succeeding the Expiration Time, the Conversion Price
shall


60









 




be decreased so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the Expiration
Time by a fraction,







         (i) the numerator of which shall be the number of shares of Common
Stock outstanding (including any tendered or exchanged shares) at the
Expiration Time multiplied by the Common Stock Price on the Trading Day
next succeeding the Expiration Time, and




         (ii) the denominator of which shall be the sum of (x) the fair
market value (determined as aforesaid) of the aggregate consideration
payable to holders of Common Stock based on the acceptance (up to any
maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn
as of the Expiration Time (the shares deemed so accepted up to any such
maximum being referred to as the “Purchased Shares”) and (y) the product
of the number of shares of Common Stock outstanding (less any Purchased
Shares) at the Expiration Time and the Common Stock Price on the Trading
Day next succeeding the Expiration Time,


such adjustment to become effective immediately prior to the opening of
business on the day following the Expiration Time. If the Company is obligated
to purchase shares pursuant to any such tender or exchange offer, but the
Company is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Price shall again be adjusted
to be the Conversion Price that would then be in effect if such tender or
exchange offer had not been made.




     (e) In case the Company shall declare a cash dividend or cash distribution
to all or substantially all of the holders of Common Stock, the Conversion
Price shall be decreased so that the Conversion Price shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the record date for such dividend or distribution by a fraction,




         (i) the numerator of which shall be the average of the Common Stock
Price for the three consecutive Trading Days ending on the Trading Day
immediately preceding the record date for such dividend or distribution
(the “Pre-Dividend Sale Price”), minus the full amount of such cash
dividend or cash distribution applicable to one share of Common Stock,
and




         (ii) the denominator of which shall be the Pre-Dividend Sale Price,


such adjustment to become effective immediately after the record date for such
dividend or distribution; provided that if the numerator of the foregoing fraction is




61









 




less than $1.00 (including a negative amount), then in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder
shall have the right to receive upon conversion, in addition to the cash and
Common Stock issuable upon such conversion, the amount of cash such Holder
would have received had such Holder converted its Security solely into Common
Stock at the then applicable Conversion Price immediately prior to the record
date for such cash dividend or cash distribution. If such cash dividend or
cash distribution is not so paid or made, the Conversion Price shall again be
adjusted to be the Conversion Price that would then be in effect if such
dividend or distribution had not been declared.




     (f) If the rights provided for in the Company’s Rights Agreement dated as
of May 15, 1997 (the “Stockholder Rights Plan”), have separated from the Common
Stock in accordance with the provisions of the Stockholder Rights Plan so that
the Holders of the Securities would not be entitled to receive any rights in
respect of Common Stock issuable upon conversion of the Securities, the
Conversion Price will be adjusted as provided in paragraph (c) above, subject
to readjustment in the event of the expiration, termination or redemption of
the rights. In lieu of any such adjustment, the Company may amend the
Stockholder Rights Plan to provide that upon conversion of the Securities the
Holders will receive, in addition to the cash and Common Stock issuable upon
such conversion, the rights such Holder would have received had such holder
converted its Security solely into Common Stock at the then applicable
Conversion Price and the rights had not become separated from the Common
Stock under the Stockholder Rights Plan. To the extent that the Company
adopts any future rights plan, upon conversion of the Securities, Holders will
receive, in addition to the cash and Common Stock issuable upon such
conversion, the rights under the future rights plan in respect of the shares of
Common Stock such Holder would have received had such holder converted its
Security solely into Common Stock at the then applicable Conversion Price,
whether or not the rights have separated from the Common Stock at the time of
conversion, and no adjustment to the Conversion Price will be made in
connection with any distribution of rights thereunder.



     (g) In case of a tender or exchange offer made by a Person other than the
Company or any Subsidiary of the Company for an amount that increases the
offeror’s ownership of Common Stock to more than twenty-five percent (25%) of
the Common Stock outstanding and shall involve the payment by such Person of
consideration per share of Common Stock having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive,
and described in a resolution of the Board of Directors) that as of the last
time (the “Offer Expiration Time”) tenders or exchanges may be made pursuant to
such tender or exchange offer (as it may be amended) exceeds the Common Stock
Price on the Trading Day next succeeding the Offer Expiration Time, and in
which, as of the Offer Expiration Time the Board of Directors is not



62









 




recommending rejection of the offer, the Conversion Price shall be decreased so
that the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the Offer Expiration Time by a fraction,





         (i) the numerator of which shall be the number of shares of Common
Stock outstanding (including any tendered or exchanged shares) at the
Offer Expiration Time multiplied by the Common Stock Price on the
Trading Day next succeeding the Offer Expiration Time, and




         (ii) the denominator of which shall be the sum of (x) the fair
market value (determined as aforesaid) of the aggregate consideration
payable to holders of Common Stock based on the acceptance (up to any
maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Offer
Expiration Time (the shares deemed so accepted up to any such maximum
being referred to as the “Accepted Purchased Shares”) and (y) the
product of the number of shares of Common Stock outstanding (less any
Accepted Purchased Shares) at the Offer Expiration Time and the Common
Stock Price on the Trading Day next succeeding the Offer Expiration
Time,


such adjustment to become effective immediately prior to the opening of
business on the day following the Offer Expiration Time. If such Person is
obligated to purchase shares pursuant to any such tender or exchange offer, but
such Person is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Price shall again
be adjusted to be the Conversion Price that would then be in effect if such tender or exchange
offer had not been made. Notwithstanding the foregoing, the adjustment
described in this Section 10.05(g) shall not be made if, as of the Offer
Expiration Time, the offering documents with respect to such offer disclose a
plan or intention to cause the Company to engage in any transaction described
in Article 5.




     (h) In any case in which this Section 10.05 shall require that an
adjustment be made immediately following a record date established for purposes
of this Section 10.05, the Company may elect to defer (but only until five
Business Days following the filing by the Company with the Trustee of the
certificate described in Section 10.09) issuing to the holder of any Security
converted after such record date the cash, shares of Common Stock and other
Capital Stock of the Company issuable upon such conversion over and above the
cash, shares of Common Stock and other Capital Stock of the Company issuable
upon such conversion only on the basis of the Conversion Price prior to
adjustment; and, in lieu of the cash and shares the issuance of which is so
deferred, the Company shall issue or cause its transfer agents to issue due
bills or other appropriate evidence of the right to receive such shares.



63









 





     (i) Before taking any action which would cause an adjustment decreasing
the Conversion Price so that the shares of Common Stock issuable upon
conversion of the Securities would be issued for less than the par value of
such Common Stock, the Company will take all corporate action which may be
necessary in order that the Company may validly and legally issue fully paid
and non-assessable shares of such Common Stock at such adjusted Conversion
Price.



     Section 10.06. No Adjustment. No adjustment in the Conversion Price
shall be required unless the adjustment would require an increase or decrease
of at least 1% in the Conversion Price as last adjusted; provided that any
adjustments which by reason of this Section 10.06 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Article 10 shall be made to the nearest cent, with
one-half cent rounded up, or to the nearest ten thousandth (0.0001) of a share,
with each five hundred thousandth (0.00005) of a share being rounded up, as the
case may be..



     No adjustment need be made upon the issuance of Common Stock under any
present or future employee benefits plan or program of the Company.



     No adjustment need be made upon the issuance of Common Stock pursuant to
(i) the exercise of any options, warrants or rights to purchase such Common
Stock, (ii) the exchange of any exchangeable securities for such Common Stock
or (iii) the conversion of any convertible securities into such Common Stock,
in each case so long as such options, warrants, rights to purchase,
exchangeable securities or convertible securities are outstanding as of the
date on which the Securities are first issued.



     No adjustment need be made for a change in the par value or a change to no
par value of the Common Stock.



     To the extent that the Securities become convertible into cash, no
adjustment need be made thereafter as to the cash. Interest will not accrue on
the cash.



     Section 10.07. Equivalent Adjustments. If, as a result of an adjustment
made pursuant to Section 10.05 above, the Holder of any Security thereafter
surrendered for conversion shall become entitled to receive any shares of
Capital Stock of the Company other than shares of Common Stock, thereafter the
Conversion Price of such other shares so receivable upon conversion of any
Securities shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
Common Stock contained in this Article 10.



     Section 10.08. Adjustment for Tax Purposes. The Company shall be
entitled to make such reductions in the Conversion Price, in addition to those



64









 




required by Section 10.05, as the Board of Directors in its discretion shall
determine to be advisable in order that any stock dividends, subdivisions of
shares, distributions of rights to purchase stock or other securities, or
distributions of securities convertible into or exchangeable for stock
hereafter made by the Company to its holders of Common Stock shall not be
taxable to such holders.




     Section 10.09. Notice of Adjustment. Whenever the Conversion Price is
adjusted, or Holders become entitled to other securities or due bills, the
Company shall promptly mail to Holders a notice of the adjustment and file with
the Trustee an Officers’ Certificate briefly stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be conclusive
evidence of the correctness of such adjustment, absent manifest error, and the
Trustee may conclusively assume that, unless and until such certificate is
received by it, no such adjustment is required.



     Section 10.10. Notice of Certain Transactions. In case:



     (a) the Company shall declare a dividend (or any other distribution) on
the Common Stock; or



     (b) the Company shall authorize the granting to the holders of Common
Stock of rights, warrants or options to subscribe for or purchase any share of
any class or any other rights, warrants or options; or



     (c) of any reclassification of the Common Stock of the Company (other than
a subdivision or combination of its outstanding Common Stock, or a change in
par value, or from par value to no par value, or from no par value to par
value), or of any consolidation, merger, or share exchange to which the Company
is a party and for which approval of any holders of Common Stock is required,
or of the sale or transfer of all or substantially all of the properties and
assets of the Company; or



     (d) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company;


the Company shall cause to be filed with the Trustee and the Conversion Agent
and to be mailed to each Holder of Securities at its address appearing on the
list provided for in Section 2.05, as promptly as possible but in any event at
least ten days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights, warrants or options, or, if a record is not
to be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such reclassification, consolidation, merger, share exchange,
sale, transfer, dissolution, liquidation or winding-up is expected to become
effective or occur, and the date



65









 



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 reclassification,
consolidation, merger, share exchange, sale, transfer, dissolution, liquidation
or winding-up. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, share exchange, transfer,
dissolution, liquidation or winding-up.




     Section 10.11. Effect of Reclassification, Consolidation, Merger, Share
Exchange or Sale on Conversion Privilege. If any of the following shall occur,
namely: (i) any reclassification or change of outstanding shares of Common
Stock (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or
combination); (ii) any consolidation, combination, merger or share exchange to
which the Company is a party other than a merger in which the Company is the
resulting or surviving corporation and which does not result in any
reclassification of, or change (other than a change in name, or par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock;
or (iii) any sale or conveyance of all or substantially all of the properties
and assets of the Company, then the Company, or such successor or purchasing
corporation, as the case may be, shall, as a condition precedent to such
reclassification, change, consolidation, merger, share exchange, sale or
conveyance, execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding shall have the
right to convert such Security into the kind and amount of cash, securities or
other property receivable upon such reclassification, change, consolidation,
merger, share exchange, sale or conveyance by a holder of the number of shares
of Common Stock deliverable upon conversion of such Security solely into Common
Stock at the then applicable Conversion Price immediately prior to such
reclassification, change, consolidation, merger, share exchange, sale or
conveyance. Such supplemental indenture shall provide for adjustments of the
Conversion Price which shall be as nearly equivalent as may be practicable
to the adjustments of the Conversion Price provided for in this Article 10.
If, in the case of any such consolidation, merger, share exchange, sale or
conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of Common Stock includes shares of Capital
Stock or other securities and property of a corporation other than the
successor or purchasing corporation, as the case may be, in such consolidation,
merger, share exchange, sale or conveyance, then such supplemental indenture
shall also be executed by such other corporation and shall contain such
additional provisions to protect the interests of the Holders of the Securities
as the Board of Directors shall reasonably consider necessary by reason of the
foregoing. The provision of this Section 10.11 shall similarly apply to
successive consolidations, mergers, share exchanges, sales or conveyances.
Notwithstanding the foregoing, a distribution



66








 




by the Company to all or
substantially all holders of Common Stock for which an adjustment to the
Conversion Price or provision for conversion of the Securities may be made
pursuant to Section 10.05 shall not be deemed to be a sale or conveyance of all
or substantially all of the properties and assets of the Company for purposes
of this Section 10.11.




     In the event the Company shall execute a supplemental indenture pursuant
to this Section 10.11, the Company shall promptly file with the Trustee an
Opinion of Counsel stating that such supplemental indenture is authorized or
permitted by this Indenture and an Officers’ Certificate briefly stating the
reasons therefor, the kind or amount of cash, securities or other property
receivable by Holders of the Securities upon the conversion of their Securities
after any such reclassification, change, consolidation, merger, share exchange,
sale or conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with.



     Section 10.12. Trustee’s Disclaimer. The Trustee has no duty to
determine when an adjustment under this Article 10 should be made, how it
should be made or what such adjustment should be made, but may accept as
conclusive evidence of the correctness of any such adjustment, and shall be
fully protected in relying upon, the Officers’ Certificate with respect thereto
which the Company is obligated to file with the Trustee pursuant to Section
10.09. The Trustee shall not be accountable for and makes no representation as
to the validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company’s failure
to comply with any provisions of this Article 10. Each Conversion Agent (other
than the Company or an Affiliate of the Company) shall have the same protection
under this Section 10.12 as the Trustee.



     The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 10.11, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file
with the Trustee pursuant to Section 10.11.



     Section 10.13. Voluntary Reduction. The Company from time to time may
reduce the Conversion Price by any amount for any period of time if such period
is at least 20 Trading Days or such longer period as may be required by law and
if the reduction is irrevocable during such period; if the Board of Directors
determines, in good faith, that such decrease would be in the best interests of
the Company; provided that in no event may the Conversion Price be less than
the par value of a share of Common Stock. Any such determination by the Board
of Directors shall be conclusive.



67









 





     Section 10.14. Conversion Value of Securities Tendered.



     (a) Subject to certain exceptions described in Sections 10.01(a)(iii) and
10.01(a)(iv), Holders tendering the Securities for conversion shall be entitled
to receive, upon conversion of such Securities, cash and shares of Common
Stock, the value of which (the “Conversion Value”) shall be equal to the
product of:




         (i) (A) the aggregate principal amount of Securities to be
converted divided by 1,000 multiplied by (B) the then applicable
Conversion Rate; and




         (ii) the average of the Common Stock Prices for the ten consecutive
Trading Days (appropriately adjusted to take into account the occurrence
during such period of stock splits, stock dividends and similar events)
beginning on the second Trading Day immediately following the day the
Securities are tendered for conversion (the “Ten Day Average Closing
Stock Price”); provided that if the shares of Common Stock are not
listed on The New York Stock Exchange, then the Ten Day Average Closing
Stock Price shall be determined by the Company by reference to the
Common Stock Price as reported by NASDAQ.



     (b) Subject to certain exceptions described below and under Sections
10.01(a)(iii) and 10.01(a)(iv), the Company shall deliver the Conversion Value
to converting holders as follows:




         (i) an amount in cash (the “Principal Return”) equal to the lesser
of (a) the Conversion Value of the Securities to be converted and (b)
the aggregate principal amount of the Securities to be converted;




         (ii) if the Conversion Value of the Securities to be converted is
greater than the Principal Return, an amount in whole shares (the “Net
Shares”), determined as set forth below, equal to such aggregate
Conversion Value less the Principal Return (the “Net Share Amount”); and




         (iii) an amount paid in cash, determined as set forth below, in
lieu of any fractional shares of Common Stock.



     The number of Net Shares to be paid shall be determined by dividing the
Net Share Amount by the Ten Day Average Closing Stock Price. Holders of
Securities will not receive fractional shares upon conversion of Securities.
In lieu of fractional shares, Holders will receive cash for the value of the
fractional shares, which cash payment shall be based on the Ten Day Average
Closing Stock Price.



68









 





     The Conversion Value, Principal Return, number of Net Shares and Net Share
Amount shall be determined by the Company at the end of the ten consecutive
Trading Day period beginning on the second Trading Day immediately following
the day the Securities are tendered for conversion (the “Determination Date”).



     (c) The Company shall pay the Principal Return and cash for fractional
shares and deliver the Net Shares, if any, as promptly as practicable after the
Conversion Date, but in no event later than four Business Days thereafter.
Except as provided in Section 10.02(c), delivery of the Principal Return, Net
Shares and cash in lieu of fractional shares shall be deemed to satisfy the
Company’s obligation to pay the principal amount of a converted Security and
accrued but unpaid interest (including Liquidated Damages, if any) thereon.
Any accrued interest (including Liquidated Damages, if any) payable on a
converted Security shall be deemed paid in full rather than canceled,
extinguished or forfeited.



     (d) Neither the Trustee nor the Conversion Agent has any duty to determine
or calculate the Conversion Value, Principal Return, number of Net Shares, the
Net Share Amount or any other computation required under this Article 10, all
of which shall be determined by the Company (or the Trustee, as the case may
be) in accordance with the provisions of this Indenture, and the Trustee and
Conversion Agent shall not be under any responsibility to determine the
correctness of any such determinations and/or calculations and may conclusively
rely on the correctness thereof.



     Section 10.15. Simultaneous Adjustments. In the event that this Article
10 requires adjustments to the Conversion Price under more than one of Sections
10.05(a) and (c), and the record dates for the distributions giving rise to
such adjustments shall occur on the same date, then such adjustments shall be
made by applying, first, the provisions of Section 10.05(c), as applicable,
and, second, the provisions of Section 10.05(a). If more than one event
requiring adjustment pursuant to Section 10.05 shall occur before completing
the determination of the Conversion Price for the first event requiring such
adjustment, then the Board of Directors (whose determination shall, if made in
good faith, be conclusive) shall make such adjustments to the Conversion Price
(and the calculation thereof) after giving effect to all such events as shall
preserve for Holders the Conversion Price protection provided in Section 10.05.



ARTICLE 11




Miscellaneous



     Section 11.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.



69









 





     Section 11.02. Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing, in the English language
and delivered in person or mailed by first-class mail, postage prepaid,
addressed as follows, or transmitted by facsimile transmission (confirmed
orally) to the following facsimile numbers:



     if to the Company, to:



Veritas DGC Inc.

 10300 Town Park

 Houston, Texas 77096

 Attention: General Counsel

Facsimile No.: (832) 351-8728





     if to the Trustee, to:



U.S. Bank National Association

Goodwin Square

225 Asylum Street, 23rd Floor

Hartford, Connecticut 06103

Attention: Corporate Trust Administration

Facsimile No.: (860) 241-6897



     The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.



     Any notice or communication given to a Holder shall be mailed to the
Holder, by first-class mail, postage prepaid, at the Holder’s address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed.



     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 received by the addressee.



     If the Company mails a notice or communication to the Holders, it shall
mail a copy to the Trustee and each Registrar, Paying Agent, Conversion Agent
or co-registrar.



     Section 11.03 . Communication by Holders with Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Securities. The Company, the


70









 




Trustee,
the Registrar, the Paying Agent, the Conversion Agent and anyone else shall
have the protection of TIA Section 312(c).




     Section 11.04 . Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:



     (a) an Officers’ Certificate stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with; and



     (b) an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.



     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such eligible and qualified Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.



     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is
based are erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating the
information on which counsel is relying unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.



     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.



     Section 11.05. Statements Required in Certificate or Opinion. Each
Officers’ Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:



     (a) a statement that each person making such Officers’ Certificate or
Opinion of Counsel has read such covenant or condition;



71








 





     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers’
Certificate or Opinion of Counsel are based;



     (c) a statement that, in the opinion of each such person, he has made such
examination or investigation as is necessary to enable such person to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and



     (d) a statement that, in the opinion of such person, such covenant or
condition has been complied with.



     Section 11.06. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     Section 11.07. Rules by Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Holders. The Registrar, the Conversion Agent and the Paying Agent may make
reasonable rules for their functions.



     Section 11.08. Legal Holidays. A “Legal Holiday” is any day other than
a Business Day. If any specified date (including a date for giving notice) is
a Legal Holiday, the action shall be taken on the next succeeding day that is
not a Legal Holiday, and, if the action to be taken on such date is a payment
in respect of the Securities, no interest (including Liquidated Damages, if
any), shall accrue for the intervening period.



     Section 11.09 . Governing Law. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



     Section 11.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any Obligations of the Company under the Securities or for any claim based
on, in respect of or by reason of such Obligations or their creation. By
accepting a Security, each Holder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of the
Securities.






     Section 11.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.


72









 




     Section 11.12. Multiple Originals. 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.



     Section 11.13. Table of Contents and Headings. The Table of Contents and
the headings of the Articles or Sections of this Indenture have been inserted
for convenience of reference only, are not to be considered as part of this
Indenture and shall in no way modify or restrict any of the terms or provisions
hereof.



73









 





     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.

	 	 	 	 	 
	 	VERITAS DGC INC.

 	 
	 	By:  	/s/ Vincent Thielen	 
	 	 	Name:  	Vincent Thielen	 
	 	 	Title:  	Vice President and Corporate Controller	 
	 


	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Philip G. Kane, Jr.	 
	 	 	Name:  	Philip G. Kane, Jr.	 
	 	 	Title:  	Vice President	 
	 


	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 















 





EXHIBIT A




[FORM OF FACE OF GLOBAL SECURITY]




[Transfer Restricted Securities Legend — Include only on Transfer

Restricted Securities]



     [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, OR THE
“SECURITIES ACT”, AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.



     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF VERITAS DGC INC.
(THE “COMPANY”) THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT
PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
(A) ABOVE.



     THE FOREGOING LEGEND MAY BE REMOVED FROM THE SECURITY ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]



[Global Securities Legend — Include only on Global Securities]



     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF




A-1









 







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 THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]



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VERITAS DGC INC.




Floating Rate Convertible Senior Note Due 2024




	 	 	 
	No.:

	 	CUSIP: [92343P AD 9]*
	 
	 	 
	Issue Date:

	 	Principal Amount:







     VERITAS DGC INC., a Delaware corporation, promises to pay to [Cede &
Co.]** or registered assigns, [the principal amount of ]
[the principal amount as set forth on Schedule I hereto]**, on March 15, 2024,
subject to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place. This Security is convertible as specified on the
other side of this Security.



     Interest Payment Dates: March 15, June 15, September 15 and December 15,
commencing June 15, 2004.



     Record Dates: March 1, June 1, September 1 and December 1 commencing June
1, 2004.

	 	 	 	 	 
	 	VERITAS DGC INC.

 	 
	 	By:  	/s/ Larry L. Worden	 
	 	 	Name:  	Larry L. Worden	 
	 	 	Title:  	Vice President, General Counsel and Secretary	 
	 










	*	 	For Rule 144A Global Security only
	 
	**	 	Include only on Global Security






A-3









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION



U.S. Bank National Association, as Trustee, certifies that this is one of the
Securities referred to in the within-mentioned Indenture.




	 	 	 	 	 
	By:
	 	/s/ Philip G. Kane, Jr.	 	 
	

	 	

Authorized Signatory
	 	 







Dated:



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[FORM OF REVERSE SIDE OF NOTE]




VERITAS DGC INC.




Floating Rate Convertible Senior Note Due 2024




     (1) Interest.



     This Security will bear interest from March 3, 2004 or from the most
recent date to which interest has been paid or duly provided for, quarterly in
arrears on March 15, June 15, September 15 and December 15 of each year,
subject to Section 11.08 of the Indenture, commencing June 15, 2004. This
Security will bear interest from March 3, 2004 to but excluding June 15, 2004
at a rate of 0.37% per annum. Beginning June 15, 2004, this Security will bear
interest at a rate per annum equal to 3-month LIBOR minus 0.75%, reset
quarterly. The 3-month LIBOR applicable to any quarterly period beginning on a
March 15, June 15, September 15 or December 15 shall be 3-month LIBOR on the
second London banking day immediately preceding such March 15, June 15,
September 15 or December 15 (a “LIBOR Determination Date”). Regardless of the
level of 3-month LIBOR, however, the interest rate on the Securities will never
be less than zero. The Company will pay interest on any overdue principal
amount at the interest rate borne by the Securities at the time such interest
on the overdue principal amount accrues, compounded quarterly, and it shall pay
interest on overdue installments of interest and Liquidated Damages, if any
(without regard to any applicable grace period), at the same interest rate,
compounded quarterly. Interest (including Liquidated Damages, if any) on the
Securities will be computed on the basis of a 360-day year comprised of twelve
30-day months.



     "London banking day” means a day on which commercial banks are open for
business, including dealings in United States dollars, in London, England.



     "3-month LIBOR,” as determined by the Trustee, means with respect to any
LIBOR Determination Date:




      (i) the rate for three-month deposits in United States dollars
commencing on the second London banking day succeeding such LIBOR
Determination Date, that appears on the Moneyline Telerate Page 3750 as
of 11:00 a.m., London time, on the LIBOR Determination Date, or




      (ii) if no rate appears on the particular LIBOR Determination Date
on the Moneyline Telerate Page 3750, the rate calculated by the Trustee
as the arithmetic mean of at least two offered quotations obtained by
the Trustee after requesting the principal London offices of each of
four major reference banks in the London interbank market to provide the




A-5









 







Trustee with its offered quotation for deposits in United States dollars
for the period of three months, commencing on the second London banking
day succeeding such LIBOR Determination Date, to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on
that LIBOR Determination Date and in a principal amount that is
representative for a single transaction in United States dollars in that
market at that time, or




      (iii) if fewer than two offered quotations referred to in clause
(ii) are provided as requested, the rate calculated by the Trustee as
the arithmetic mean of the rates quoted at approximately 11:00 a.m., New
York time, on the particular LIBOR Determination Date by three major
banks in The City of New York selected by the Trustee for loans in
United States dollars to leading European banks for a period of three
months commencing on second London banking day succeeding such LIBOR
Determination Date, and in a principal amount that is representative for
a single transaction in United States dollars in that market at that
time, or




      (iv) if the banks so selected by the Trustee are not quoting as
mentioned in clause (iii), 3-month LIBOR in effect on the preceding
LIBOR Determination Date (or 0.37% per annum in the case of the interest
payment date on June 15, 2004).



     "Moneyline Telerate Page 3750” means the display on Moneyline Telerate (or
any successor service) on such page (or any other page as may replace such page
on such service) or such other service or services as may be nominated by the
British Bankers’ Association as the information vendor for the purpose of
displaying the London interbank rates of major banks for United States dollars.



     (2) Method of Payment.



     The Company will pay interest (including Liquidated Damages, if any) on
this Security to the Person who is the registered Holder of this Security at
the close of business on March 1, June 1, September 1 or December 1, as the
case may be, immediately preceding the related interest payment date. Subject
to the terms and conditions of the Indenture, the Company will make payments in
respect of the Redemption Price, Repurchase Price, Change in Control Repurchase
Price and the principal amount at Stated Maturity, as the case may be, to the
Holder who surrenders a Security to a Paying Agent to collect such payments in
respect of the Security. 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. However, the Company may pay interest (including Liquidated
Damages, if any), the Redemption Price, Repurchase Price, Change in Control
Repurchase Price and the principal amount at Stated Maturity, as the case



A-6









 







may be, to a Holder holding Securities in definitive form by check or wire payable
in such money; provided that a Holder holding Securities in definitive form
with an aggregate principal amount in excess of $1,000,000 may request payment
by wire transfer in immediately available funds to an account in North
America at the election of such Holder. The Company may mail an interest
check to the Holder’s registered address. Notwithstanding the foregoing, so
long as this Security is registered in the name of a Depositary or its nominee,
all payments hereon shall be made by wire transfer of immediately available
funds to the account of the Depositary or its nominee.



     (3) Paying Agent, Conversion Agent and Registrar.



     Initially, U.S. Bank National Association (the “Trustee”) will act as
Paying Agent, Conversion Agent and Registrar. The Company may appoint and
change any Paying Agent, Conversion Agent or Registrar without notice, other
than notice to the Trustee; provided that the Company will maintain at least
one Paying Agent having an office or agency in the State of New York, City of
New York, Borough of Manhattan, which shall initially be an office or agency of
the Trustee. The Company or any of its Subsidiaries or any of their Affiliates
may act as Paying Agent, Conversion Agent or Registrar.



     (4) Indenture.



     The Company issued the Securities under an Indenture dated as of March 3,
2004 (the “Indenture”), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the “TIA”). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of those terms.



     The Securities are general unsecured obligations of the Company limited to
up to $155,000,000 aggregate principal amount (which shall include Deutsche
Bank Securities Inc.’s option to purchase up to $30,000,000 aggregate principal
amount of additional Securities). The Indenture does not limit other
indebtedness of the Company, secured or unsecured.



     (5) Redemption at the Option of the Company.



     No sinking fund is provided for the Securities. Beginning on March 20,
2009 and during the periods thereafter to maturity, the Securities are
redeemable as a whole at any time, or in part from time to time, in any
integral multiple of $1,000, at the option of the Company for cash at a
Redemption Price equal to 100% of the principal amount, together with accrued
but unpaid interest



A-7









 







(including Liquidated Damages, if any) thereon, up to but
not including the Redemption Date; provided that, if the Redemption Date is
between the close of business on an interest record date and the opening of
business on the related interest payment date, interest will be payable to the
Holders in whose names the Securities are registered at the close of business
on the relevant interest record date.



     Notice of redemption pursuant to paragraph 5 of this Security will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder’s registered address.
If money sufficient to pay the Redemption Price of all Securities (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying
Agent prior to 11:00 a.m., New York City time, on the Redemption Date,
immediately after such Redemption Date, interest (including Liquidated Damages,
if any) shall cease to accrue on such Securities or portions thereof.
Securities in denominations larger than $1,000 of principal amount may be
redeemed in part but only in integral multiples of $1,000 of principal amount.



     (6) Repurchase By the Company at the Option of the Holder on Specified
Dates; Repurchase at the Option of the Holder Upon a Change in Control.



     Subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase, at the option of the Holder, all or a portion
of the Securities held by such Holder, in any integral multiple of $1,000, on
March 15, 2009, March 15, 2014 and March 15, 2019 (each, a “Repurchase Date”),
for cash at a price per Security equal to 100% of the aggregate principal
amount of the Security (the “Repurchase Price”), together with accrued but
unpaid interest (including Liquidated Damages, if any) thereon, up to but not
including the Repurchase Date upon delivery of a Repurchase Notice containing
the information set forth in the Indenture, together with the Securities
subject thereto, at any time from the opening of business on the date that is
30 Business Days prior to such Repurchase Date until the close of business on
the Business Day prior to such Repurchase Date, and upon delivery of the
Securities to the Paying Agent by the Holder as set forth in the Indenture.



     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to repurchase the Securities held
by such Holder after the occurrence of a Change in Control of the Company for a
Change in Control Repurchase Price equal to 100% of the principal amount
thereof plus accrued but unpaid interest (including Liquidated Damages, if any)
thereon, up to but not including the Change in Control Repurchase Date which
Change in Control Repurchase Price shall be paid in cash (provided that if the
Change in Control Repurchase Date is between the close of business on an
interest record date and the opening of business on the related interest
payment



A-8









 







date, accrued but unpaid interest will be payable to the Holders in
whose names the Securities are registered at the close of business on the
relevant record date). Holders have the right to withdraw any Repurchase
Notice or Change in Control Repurchase Notice, as the case may be, by
delivering to the Paying Agent a written notice of withdrawal in accordance
with the provisions of the Indenture.



     If cash sufficient to pay the Repurchase Price or Change in Control
Repurchase Price, as the case may be, and accrued but unpaid interest
(including Liquidated Damages, if any) on all Securities or portions thereof to
be repurchased as of the Repurchase Date or the Change in Control Repurchase
Date, as the case may be, is held by the Paying Agent by 11:00 a.m., New York
City time, on the Business Day immediately following the Repurchase Date or the
Change in Control Repurchase Date, interest (including Liquidated Damages, if
any) shall cease to accrue on such Securities (or portions thereof) as of such
Repurchase Date or Change in Control Repurchase Date, and the Holder thereof
shall have no other rights as such, other than the right to receive the
Repurchase Price or Change in Control Repurchase Price, as the case may be, and
interest (including Liquidated Damages, if any) upon surrender of such
Security.



     (7) Conversion.



     Upon satisfaction of the conditions set forth in Section 10.01(a) of the
Indenture, a Holder of a Security may convert any portion of the principal
amount of any Security that is an integral multiple of $1,000 into cash and
fully paid and non-assessable shares (calculated as to each conversion to the
nearest 1/10000th of a share) of Common Stock in accordance with the provisions
of Section 10.14 of the Indenture; provided that if such Security is called for
redemption, the conversion right will terminate at the close of business on the
second Business Day immediately preceding the Redemption Date of such Security
(unless the Company shall default in making the redemption payment when due, in
which case the conversion right shall terminate at the close of business on the
date such default is cured and such Security is redeemed). Such conversion
right shall commence on the initial issuance date of the Securities and expire
at the close of business on the Business Day immediately preceding the date of
maturity, subject, in the case of conversion of any Global Security, to any
Applicable Procedures. The Conversion Price shall, as of the date of the
Indenture, initially be $24.03 per share of Common Stock. The Conversion Rate
shall, as of the date of the Indenture, initially be approximately 41.6146.
The Conversion Price and Conversion Rate will be adjusted under the
circumstances specified in the Indenture. Upon conversion, no adjustment for
interest (including Liquidated Damages, if any) or dividends will be made. No
fractional shares will be issued upon conversion; in lieu thereof, an amount
will be paid in cash based upon the Ten Day Average Closing Stock Price (as
defined in the Indenture). Except as provided in Section 10.02(c) of the
Indenture, delivery of the Principal Return, Net Shares and cash in lieu of
fractional shares shall be deemed to satisfy the



A-9









 







Company’s obligation to pay
the principal amount of a converted Security and accrued but unpaid interest
(including Liquidated Damages, if any) thereon. Any accrued interest
(including Liquidated Damages, if any) payable on a converted Security will be
deemed paid in full, rather than canceled, extinguished or forfeited.



     To convert a Security, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to the Conversion
Agent, (b) surrender the Security to the Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by the Registrar or
the Conversion Agent, (d) pay any transfer or other tax, if required and (e) if
the Security is held in book-entry form, complete and deliver to the
Depositary appropriate instructions pursuant to the Applicable Procedures. If
a Holder surrenders a Security for conversion between the close of business on
the record date for the payment of an installment of interest and the opening
of business on the related interest payment date, the Security must be
accompanied by payment of an amount equal to the interest (including Liquidated
Damages, if any) payable on such interest payment date on the principal amount
of the Security or portion thereof then converted; provided that no such
payment shall be required if such Security has been called for redemption on a
Redemption Date within the period between close of business on such record date
and the opening of business on such interest payment date, or if such Security
is surrendered for conversion on the interest payment date. A Holder may
convert a portion of a Security equal to $1,000 or any integral multiple
thereof.



     A Security in respect of which a Holder has delivered a Repurchase Notice
or a Change of Control Repurchase Notice exercising the option of such Holder
to require the Company to repurchase such Security as provided in Section 3.08
or Section 3.09, respectively, of the Indenture may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.



     (8) Denominations; Transfer; Exchange.



     The Securities are in fully registered form, without coupons, in
denominations of $1,000 of principal amount and integral multiples of $1,000.
A Holder may transfer or exchange Securities in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed), or any
Securities in respect of which a Repurchase Notice or a Change in Control
Repurchase Notice has been given and not withdrawn (except, in the case of a
Security to be repurchased in part, the portion of the Security not to be
repurchased), or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.



A-10









 





     (9) Persons Deemed Owners.



     The registered Holder of this Security may be treated as the owner of this
Security for all purposes.



     (10) Amendment; Waiver.



     Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
at the time outstanding and (ii) certain defaults may be waived with the
written consent of the Holders of a majority in aggregate principal amount of the Securities at the time
outstanding. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Securities (i) to cure any ambiguity, omission, defect or inconsistency,
or make any other change that does not adversely affect the rights of any
Holder in any material respect, (ii) to comply with Article 5 or Section 10.11
of the Indenture, (iii) to make provisions with respect to the conversion right
of Holders pursuant to the requirements of Section 10.01 of the Indenture, (iv)
to evidence and provide for the acceptance of appointment under the Indenture
by a successor Trustee, or (v) to comply with the provisions of the TIA or any
requirement of the SEC in connection with the qualification of the Indenture
under the TIA.



     (11) Defaults and Remedies.



     Except as set forth in the Indenture, if an Event of Default occurs and is
continuing, the Trustee or the Holders of not less than 25% in principal amount
of Securities then outstanding may declare all the Securities to be due and
payable in the manner, at the time and with the effect provided in the
Indenture. Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee is not obligated
to enforce the Indenture or the Securities unless it has received security or
indemnity reasonably satisfactory to it. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Securities at the time outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of any continuing Default or Event of Default
(except a default in payment of principal or interest when due, for any reason)
if it determines in good faith that withholding notice is in the interests of
Holders.



A-11









 





     (12) Trustee Dealings with the Company.



     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.



     (13) No Recourse Against Others.



     A director, officer, employee or shareholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Holder waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.



     (14) Ranking.



     The Securities shall be unsecured senior obligations of the Company and
shall rank equally in right of payment with any other existing and future
senior indebtedness of the Company and senior to any future subordinated
indebtedness of the Company.



     (15) Authentication.



     This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee’s Certificate of Authentication on the other
side of this Security.



     (16) Abbreviations.



     Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (“Tenants In Common”), TEN ENT (“Tenants By The
Entireties”), JT TEN (“Joint Tenants With Right Of Survivorship And Not As
Tenants In Common”), CUST (“Custodian”) and U/G/M/A (“Uniform Gift To Minors
Act”).



     (17) Governing Law.



     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.



     (18) CUSIP Numbers.



     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.



A-12









 





ASSIGNMENT FORM




To assign this Security, fill in the form below



I or we assign and transfer this Security to



















(Insert assignee’s soc. sec. or tax ID no.)













(Print or type assignee’s name, address and zip code)













and irrevocably appoint







agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.




	 	 	 	 	 
	Date:
	 	 	 	 
	

	 	

	 	 







CONVERSION NOTICE



To convert this Security into Cash and Common Stock of the Company, check the box o



To convert only part of this Security, state the principal amount to be
converted (which must be $1,000 or an integral multiple of $1,000):








If you want the stock certificate made out in another person’s name fill in the form below:


















(Insert the other person’s soc. sec. tax ID no.)


















(Print or type other person’s name, address and zip code)




	 	 	 	 	 
	Your Signature:
	 	 	 	 
	

	 	

	 	 






(Sign exactly as your name appears on the other side of this Security)




Signature Guaranteed








Participant in a Recognized Signature

Guarantee Medallion Program



	 	 	 	 	 
	By:
	 	 	 	 
	

	 	

Authorized Signatory
	 	 







A-1-13









 





FORM OF REPURCHASE NOTICE




To: Veritas DGC Inc.



     The undersigned registered holder of this Security requests and instructs
the Company to repurchase this Security, or the portion hereof (which is $1,000
principal amount or a multiple thereof) designated below, on the date specified
below, in accordance with the terms and conditions specified in paragraph 6 of
this Security and the Indenture referred to in this Security and directs that
the check in payment for this Security or the portion thereof and any
Securities representing the portion of principal amount hereof not to be so
repurchased, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If any portion of this Security not
repurchased is to be issued in the name of a Person other than the undersigned,
the undersigned shall pay all transfer taxes payable with respect thereto.



Dated:



	 	 	 
	 

	 	

Signature(s)







Fill in for registration of

Securities not repurchased if to be

issued other than to and in the name

of registered holder:








(Name)








(Street Address)








(City, state and zip code)



Please print name and address



principal amount to be repurchased (if less than all): $   ,000



date of requested repurchase: March 15, 20    

      (specify either March 15, 2009, 2014 or 2019)



A-1-14









 





FORM OF OPTION TO ELECT REPURCHASE

UPON A CHANGE IN CONTROL




To: Veritas DGC Inc.



     The undersigned registered holder of this Security hereby acknowledges
receipt of a notice from Veritas DGC Inc. (the “Company”) as to the occurrence
of a Change in Control with respect to the Company and requests and instructs
the Company to repurchase this Security, or the portion hereof (which is $1,000
principal amount or a multiple thereof) designated below, in accordance with
the terms of the Indenture referred to in this Security and directs that the
check in payment for this Security or the portion thereof and any Securities
representing any unrepurchased principal amount hereof, be issued and delivered
to the registered holder hereof unless a different name has been indicated
below. If any portion of this Security not repurchased is to be issued in the
name of a Person other than the undersigned, the undersigned shall pay all
transfer taxes payable with respect thereto.



Dated:



	 	 	 
	 

	 	

Signature(s)







Fill in for registration of

Securities not repurchased if to be

issued other than to and in the name

of registered holder:








(Name)








(Street Address)








(City, state and zip code)



Please print name and address



principal amount to be repurchased (if less than all): $   ,000



A-15









 





SCHEDULE I*




VERITAS DGC INC.

Floating Rate Convertible Senior Notes Due 2024




No:



	 	 	 	 	 	 	 	 	 
	Date
	 	Principal Amount
	 	Notation

	 
	 	 	 	 	 	 	 	 









	*	 	Include only on Global Security




A-16









 










EXHIBIT B




Transfer Certificate




     In connection with any transfer of any of the Securities within the period
prior to the expiration of the holding period applicable to the sales thereof
under Rule 144(k) under the Securities Act of 1933, as amended (the “Securities
Act”) (or any successor provision), the undersigned registered owner of this
Security hereby certifies with respect to $        principal amount of
the above-captioned Securities presented or surrendered on the date hereof (the
“Surrendered Securities”) for registration of transfer, or for exchange or
conversion where the securities deliverable upon such exchange or conversion
are to be registered in a name other than that of the undersigned registered
owner (each such transaction being a “transfer”), that such transfer complies
with the restrictive legend set forth on the face of the Surrendered Securities
for the reason checked below:



     o   The transfer of the Surrendered Securities complies with Rule 144A under
the U.S. Securities Act of 1933, as amended (the “Securities Act”); or



     o   The transfer of the Surrendered Securities is pursuant to an exemption
from the registration requirement of the Securities Act provided by Rule 144
thereunder; or



     o   The transfer of the Surrendered Securities is pursuant to an effective
registration statement under the Securities Act; or



     o   A transfer of the Surrendered Securities is made to the Company or any of
its subsidiaries.



     The undersigned confirms that, to the undersigned’s knowledge, such
Securities are not being transferred to an “affiliate” of the Company as
defined in Rule 144 under the Securities Act (an “Affiliate”).



	 	 	 	 	 
	Date:
	 	 	 	 
	

	 	

	 	 







	 	 	 
	 

	 	

	

	 	Signature(s)
	 
	 	 
	

	 	(If the registered owner is a corporation,
partnership or fiduciary, the title of the Person
signing on behalf of such registered owner must be stated.)







Signature(s) Guaranteed








Participant in a Recognized Signature

Guarantee Medallion Program



	 	 	 	 	 
	By:
	 	 	 	 
	

	 	

Authorized Signatory
	 	 








B-1