Unassociated Document


    EXHIBIT
4.1

    
      	
               

              TRANSWITCH
      CORPORATION

               

              And

               

              U.S.
      BANK NATIONAL ASSOCIATION

               

              as
      Trustee

               

              INDENTURE

              __________________________

               

              Dated
      as of October 26, 2009

              __________________________

               

              5.45%
      Convertible Notes due 2011

               

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	 
      	 
      	
                                  Page

                                
	 
      	 
      	 
      	 
      	 
      
	
                                  ARTICLE
      1 Definitions and Other
      Provisions of General Application

                                	 
      	
                                  1

                                
	 	 	 
	 
      	
                                  SECTION
      1.01.

                                	
                                  Definitions

                                	 
      	
                                  1

                                
	 
      	
                                  SECTION
      1.02.

                                	
                                  Other
      Definitions

                                	 
      	
                                  8

                                
	 
      	
                                  SECTION
      1.03.

                                	
                                  Compliance
      Certificates and Opinions

                                	 
      	
                                  9

                                
	 
      	
                                  SECTION
      1.04.

                                	
                                  Form
      of Documents Delivered to Trustee

                                	 
      	
                                  10

                                
	 
      	
                                  SECTION
      1.05.

                                	
                                  Acts
      of Holders

                                	 
      	
                                  10

                                
	 
      	
                                  SECTION
      1.06.

                                	
                                  Notices,
      Etc. to Trustee and Company

                                	 
      	
                                  12

                                
	 
      	
                                  SECTION
      1.07.

                                	
                                  Notice
      to Holders; Waiver

                                	 
      	
                                  13

                                
	 
      	
                                  SECTION
      1.08.

                                	
                                  Effect
      of Headings and Table of Contents

                                	 
      	
                                  13

                                
	 
      	
                                  SECTION
      1.09.

                                	
                                  Successors
      and Assigns

                                	 
      	
                                  13

                                
	 
      	
                                  SECTION
      1.10.

                                	
                                  Separability
      Clause

                                	 
      	
                                  13

                                
	 
      	
                                  SECTION
      1.11.

                                	
                                  Benefits
      of Indenture

                                	 
      	
                                  14

                                
	 
      	
                                  SECTION
      1.12.

                                	
                                  Governing
      Law

                                	 
      	
                                  14

                                
	 
      	
                                  SECTION
      1.13.

                                	
                                  Legal
      Holidays

                                	 
      	
                                  14

                                
	 
      	
                                  SECTION
      1.14.

                                	
                                  Personal
      Immunity from Liability for Incorporators, Stockholders,
    Etc.

                                	 
      	
                                  14

                                
	 
      	
                                  SECTION
      1.15.

                                	
                                  Conflict
      with Trust Indenture Act

                                	 
      	
                                  14

                                
	 
      	
                                  SECTION
      1.16.

                                	
                                  Execution
      in Counterparts

                                	 
      	
                                  14

                                
	 	 	 	 	 
	
                                  ARTICLE
      2 Securities Forms

                                	 
      	
                                  15

                                
	 	 	 
	 
      	
                                  SECTION
      2.01.

                                	
                                  Forms
      of Securities

                                	 
      	
                                  15

                                
	 
      	
                                  SECTION
      2.02.

                                	
                                  Form
      of Trustee’s Certificate of Authentication

                                	 
      	
                                  15

                                
	 
      	
                                  SECTION
      2.03.

                                	
                                  Securities
      Issuable in Global Form

                                	 
      	
                                  15

                                
	 	 	 	 	 
	
                                  ARTICLE
      3 The Securities

                                	 
      	
                                  16

                                
	 	 	 
	 
      	
                                  SECTION
      3.01.

                                	
                                  Title
      and Term

                                	 
      	
                                  16

                                
	 
      	
                                  SECTION
      3.02.

                                	
                                  Denominations

                                	 
      	
                                  17

                                
	 
      	
                                  SECTION
      3.03.

                                	
                                  Execution,
      Authentication, Delivery and Dating

                                	 
      	
                                  17

                                
	 
      	
                                  SECTION
      3.04.

                                	
                                  Registration,
      Registration of Transfer and Exchange

                                	 
      	
                                  17

                                
	 
      	
                                  SECTION
      3.05.

                                	
                                  Mutilated,
      Destroyed, Lost and Stolen Securities

                                	 
      	
                                  20

                                
	 
      	
                                  SECTION
      3.06.

                                	
                                  Payment
      of Interest; Interest Rights Preserved

                                	 
      	
                                  21

                                
	 
      	
                                  SECTION
      3.07.

                                	
                                  Persons
      Deemed Owners

                                	 
      	
                                  22

                                
	 
      	
                                  SECTION
      3.08.

                                	
                                  Cancellation

                                	 
      	
                                  23

                                
	 
      	
                                  SECTION
      3.09.

                                	
                                  Computation
      of Interest

                                	 
      	
                                  23

                                
	 
      	
                                  SECTION
      3.10.

                                	
                                  CUSIP
      Numbers

                                	 
      	
                                  23

                                
	 	 	 	 	 
	
                                  ARTICLE
      4 Remedies

                                	 
      	
                                  23

                                
	 	 	 
	 
      	
                                  SECTION
      4.01.

                                	
                                  Events
      of Default

                                	 
      	
                                  23

                                
	 
      	
                                  SECTION
      4.02.

                                	
                                  Acceleration
      of Maturity; Rescission and Annulment

                                	 
      	
                                  25

                                
	 
      	
                                  SECTION
      4.03.

                                	
                                  Collection
      of Indebtedness and Suits for Enforcement by Trustee

                                	 
      	
                                  26

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      SECTION
      4.04.

                                    	
                                      Trustee
      May File Proofs of Claim

                                    	 
      	
                                      27

                                    
	 
      	
                                      SECTION
      4.05.

                                    	
                                      Trustee
      May Enforce Claims Without Possession of Securities

                                    	 
      	
                                      27

                                    
	 
      	
                                      SECTION
      4.06.

                                    	
                                      Application
      of Money Collected

                                    	 
      	
                                      28

                                    
	 
      	
                                      SECTION
      4.07.

                                    	
                                      Limitation
      on Suits

                                    	 
      	
                                      28

                                    
	 
      	
                                      SECTION
      4.08.

                                    	
                                      Unconditional
      Right of Holders to Receive Principal, Premium, If Any, and
      Interest

                                    	 
      	
                                      29

                                    
	 
      	
                                      SECTION
      4.09.

                                    	
                                      Restoration
      of Rights and Remedies

                                    	 
      	
                                      29

                                    
	 
      	
                                      SECTION
      4.10.

                                    	
                                      Rights
      and Remedies Cumulative

                                    	 
      	
                                      29

                                    
	 
      	
                                      SECTION
      4.11.

                                    	
                                      Delay
      or Omission Not Waiver

                                    	 
      	
                                      29

                                    
	 
      	
                                      SECTION
      4.12.

                                    	
                                      Control
      by Holders of Securities

                                    	 
      	
                                      29

                                    
	 
      	
                                      SECTION
      4.13.

                                    	
                                      Waiver
      of Past Defaults

                                    	 
      	
                                      30

                                    
	 
      	
                                      SECTION
      4.14.

                                    	
                                      Waiver
      of Usury, Stay or Extension Laws

                                    	 
      	
                                      30

                                    
	 
      	
                                      SECTION
      4.15.

                                    	
                                      Undertaking
      for Costs

                                    	 
      	
                                      31

                                    
	 	 	 	 	 
	
                                      ARTICLE
      5 The Trustee

                                    	 
      	
                                      31

                                    
	 	 	 
	 
      	
                                      SECTION
      5.01.

                                    	
                                      General

                                    	 
      	
                                      31

                                    
	 
      	
                                      SECTION
      5.02.

                                    	
                                      Certain
      Rights of Trustee

                                    	 
      	
                                      31

                                    
	 
      	
                                      SECTION
      5.03.

                                    	
                                      Individual
      Rights of Trustee

                                    	 
      	
                                      33

                                    
	 
      	
                                      SECTION
      5.04.

                                    	
                                      Trustee’s
      Disclaimer

                                    	 
      	
                                      33

                                    
	 
      	
                                      SECTION
      5.05.

                                    	
                                      Notice
      of Default

                                    	 
      	
                                      33

                                    
	 
      	
                                      SECTION
      5.06.

                                    	
                                      Conflicting
      Interests of Trustee

                                    	 
      	
                                      34

                                    
	 
      	
                                      SECTION
      5.07.

                                    	
                                      Compensation
      and Indemnity

                                    	 
      	
                                      34

                                    
	 
      	
                                      SECTION
      5.08.

                                    	
                                      Replacement
      of Trustee

                                    	 
      	
                                      35

                                    
	 
      	
                                      SECTION
      5.09.

                                    	
                                      Successor
      Trustee by Merger, Etc.

                                    	 
      	
                                      35

                                    
	 
      	
                                      SECTION
      5.10.

                                    	
                                      Eligibility

                                    	 
      	
                                      36

                                    
	 
      	
                                      SECTION
      5.11.

                                    	
                                      Money
      Held in Trust

                                    	 
      	
                                      36

                                    
	 
      	
                                      SECTION
      5.12.

                                    	
                                      Preferential
      Collection of Claims

                                    	 
      	
                                      36

                                    
	 
      	
                                      SECTION
      5.13.

                                    	
                                      Trustee’s
      Application for Instructions from the Company

                                    	 
      	
                                      36

                                    
	 	 	 	 	 
	
                                      ARTICLE
      6 Holders’ Lists And Reports By Trustee And Company

                                    	 
      	
                                      36

                                    
	 	 	 
	 
      	
                                      SECTION
      6.01.

                                    	
                                      Disclosure
      of Names and Addresses of Holders

                                    	 
      	
                                      36

                                    
	 
      	
                                      SECTION
      6.02.

                                    	
                                      Reports
      by Trustee

                                    	 
      	
                                      37

                                    
	 
      	
                                      SECTION
      6.03.

                                    	
                                      Reports
      by Company

                                    	 
      	
                                      37

                                    
	 
      	
                                      SECTION
      6.04.

                                    	
                                      Company
      to Furnish Trustee Names and Addresses of Holders

                                    	 
      	
                                      37

                                    
	 	 	 	 	 
	
                                      ARTICLE
      7 Consolidation, Merger, Sale, Lease Or Conveyance

                                    	 
      	
                                      38

                                    
	 	 	 
	 
      	
                                      SECTION
      7.01.

                                    	
                                      Consolidations
      and Mergers of Company and Sales, Leases and Conveyances Permitted Subject
      to Certain Conditions

                                    	 
      	
                                      38

                                    
	 
      	
                                      SECTION
      7.02.

                                    	
                                      Rights
      and Duties of Successor Corporation

                                    	 
      	
                                      38

                                    
	 
      	
                                      SECTION
      7.03.

                                    	
                                      Officers’
      Certificate and Opinion of Counsel

                                    	 
      	
                                      39

                                    
	 	 	 	 	 
	
                                      ARTICLE
      8 Supplemental Indentures

                                    	 
      	
                                      39

                                    
	 	 	 
	 
      	
                                      SECTION
      8.01.

                                    	
                                      Supplemental
      Indentures Without Consent of Holders

                                    	 
      	
                                      39

                                    
	 
      	
                                      SECTION
      8.02.

                                    	
                                      Supplemental
      Indentures with Consent of Holders

                                    	 
      	
                                      40

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      SECTION
      8.03.

                                    	
                                      Execution
      of Supplemental Indenture

                                    	 
      	
                                      41

                                    
	 
      	
                                      SECTION
      8.04.

                                    	
                                      Effect
      of Supplemental Indentures

                                    	 
      	
                                      41

                                    
	 
      	
                                      SECTION
      8.05.

                                    	
                                      Conformity
      with Trust Indenture Act

                                    	 
      	
                                      41

                                    
	 
      	
                                      SECTION
      8.06.

                                    	
                                      Reference
      in Securities to Supplemental Indentures

                                    	 
      	
                                      41

                                    
	 	 	 	 	 
	
                                      ARTICLE
      9 Covenants

                                    	 
      	
                                      42

                                    
	 	 	 
	 
      	
                                      SECTION
      9.01.

                                    	
                                      Payment
      of Principal, Premium, If Any, and Interest

                                    	 
      	
                                      42

                                    
	 
      	
                                      SECTION
      9.02.

                                    	
                                      Maintenance
      of Office or Agency

                                    	 
      	
                                      42

                                    
	 
      	
                                      SECTION
      9.03.

                                    	
                                      Money
      for Securities Payments to Be Held in Trust

                                    	 
      	
                                      42

                                    
	 
      	
                                      SECTION
      9.04.

                                    	
                                      Existence

                                    	 
      	
                                      44

                                    
	 
      	
                                      SECTION
      9.05.

                                    	
                                      Payment
      of Taxes and Other Claims

                                    	 
      	
                                      44

                                    
	 
      	
                                      SECTION
      9.06.

                                    	
                                      No
      Senior Debt

                                    	 
      	
                                      44

                                    
	 
      	
                                      SECTION
      9.07.

                                    	
                                      Statement
      as to Compliance; Notice of Default

                                    	 
      	
                                      44

                                    
	 
      	
                                      SECTION
      9.08.

                                    	
                                      Waiver
      of Certain Covenants

                                    	 
      	
                                      45

                                    
	 	 	 	 	 
	
                                      ARTICLE
      10 Redemption Of Securities

                                    	 
      	
                                      45

                                    
	 	 	 
	 
      	
                                      SECTION
      10.01.

                                    	
                                      Redemption
      by the Company

                                    	 
      	
                                      45

                                    
	 
      	
                                      SECTION
      10.02.

                                    	
                                      Election
      to Redeem; Notice to Trustee

                                    	 
      	
                                      47

                                    
	 
      	
                                      SECTION
      10.03.

                                    	
                                      Selection
      by Trustee of Securities to Be Redeemed

                                    	 
      	
                                      47

                                    
	 
      	
                                      SECTION
      10.04.

                                    	
                                      Notice
      of Redemption

                                    	 
      	
                                      48

                                    
	 
      	
                                      SECTION
      10.05.

                                    	
                                      Deposit
      of Redemption Price

                                    	 
      	
                                      49

                                    
	 
      	
                                      SECTION
      10.06.

                                    	
                                      Securities
      Payable on Redemption Date

                                    	 
      	
                                      49

                                    
	 
      	
                                      SECTION
      10.07.

                                    	
                                      Securities
      Redeemed in Part

                                    	 
      	
                                      49

                                    
	 	 	 	 	 
	
                                      ARTICLE
      11 Repurchase At Option Of Holders Upon Change In Control

                                    	 
      	
                                      49

                                    
	 	 	 
	 
      	
                                      SECTION
      11.01.

                                    	
                                      Right
      to Require Repurchase

                                    	 
      	
                                      49

                                    
	 
      	
                                      SECTION
      11.02.

                                    	
                                      Notices;
      Method of Exercising Repurchase Right, Etc.

                                    	 
      	
                                      50

                                    
	 
      	
                                      SECTION
      11.03.

                                    	
                                      Certain
      Definitions

                                    	 
      	
                                      52

                                    
	 
      	
                                      SECTION
      11.04.

                                    	
                                      Change
      in Control

                                    	 
      	
                                      53

                                    
	 	 	 	 	 
	
                                      ARTICLE
      12 Conversion

                                    	 
      	
                                      54

                                    
	 	 	 
	 
      	
                                      SECTION
      12.01.

                                    	
                                      Conversion
      Privilege, Conversion Rate and Conversion Price

                                    	 
      	
                                      54

                                    
	 
      	
                                      SECTION
      12.02.

                                    	
                                      Exercise
      of Conversion Privilege

                                    	 
      	
                                      56

                                    
	 
      	
                                      SECTION
      12.03.

                                    	
                                      Fractions
      of Shares

                                    	 
      	
                                      57

                                    
	 
      	
                                      SECTION
      12.04.

                                    	
                                      Adjustment
      of Conversion Rate

                                    	 
      	
                                      58

                                    
	 
      	
                                      SECTION
      12.05.

                                    	
                                      Notice
      of Adjustments of Conversion Rate

                                    	 
      	
                                      63

                                    
	 
      	
                                      SECTION
      12.06.

                                    	
                                      Notice
      of Certain Corporate Action

                                    	 
      	
                                      63

                                    
	 
      	
                                      SECTION
      12.07.

                                    	
                                      Company’s
      Obligation Regarding Common Stock

                                    	 
      	
                                      64

                                    
	 
      	
                                      SECTION
      12.08.

                                    	
                                      Taxes
      on Conversions

                                    	 
      	
                                      64

                                    
	 
      	
                                      SECTION
      12.09.

                                    	
                                      Covenant
      as to Common Stock

                                    	 
      	
                                      65

                                    
	 
      	
                                      SECTION
      12.10.

                                    	
                                      Cancellation
      of Converted Securities

                                    	 
      	
                                      65

                                    
	 
      	
                                      SECTION
      12.11.

                                    	
                                      Provisions
      in Case of Reclassification, Consolidation, Merger or Sale of
      Assets

                                    	 
      	
                                      65

                                    
	 
      	
                                      SECTION
      12.12.

                                    	
                                      Company’s
      Obligation

                                    	 
      	
                                      66

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	 
      	
                        SECTION
      12.13.

                      	
                        Application
      of Conversion Amounts

                      	 
      	
                        66

                      
	 
      	
                        SECTION
      12.14.

                      	
                        Conversion
      Limitation

                      	 
      	
                        67

                      
	 
      	
                        SECTION
      12.15.

                      	
                        Exchange
      Cap

                      	 
      	
                        68

                      
	 
      	
                        SECTION
      12.16.

                      	
                        Surrender
      of Securities

                      	 
      	
                        68

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                        SIGNATURES

                      	 
      	 
      
	 	 	 	 
	 
      	
                        EXHIBIT
      A - FORM OF SECURITY

                      	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    

     

    INDENTURE,
dated as of October 26, 2009 (the “Issuance Date”), between
TRANSWITCH CORPORATION, a Delaware corporation (the “Company”), having its
principal office at Three Enterprise Drive, Shelton,
Connecticut  06484 and U.S. BANK NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the United States,
as Trustee hereunder (the “Trustee”).

     

    RECITALS
OF THE COMPANY

     

    The
Company has duly authorized the issue of its 5.45% Convertible Notes due 2011
(the “Securities”), in
exchange for its 5.45% Convertible Notes due 2010 (the “Exchange”) pursuant to
Exchange Agreements dated as of the Issuance Date (the “Exchange Agreements”), and to
provide for such issuance, the Company has duly authorized the execution and
delivery of this Indenture.

     

    Upon
qualification of this Indenture under the Trust Indenture Act, it shall be
subject to the provisions of the Trust Indenture Act that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.

     

    All
things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

    For and
in consideration of the premises and the purchase of the Securities by the
holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all the holders of the Securities, as
follows:

     

    ARTICLE
1

    Definitions
and Other Provisions of General Application

     

    SECTION
1.01.          Definitions. 
For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:

     

    (1)           the
terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular, and references to
he or him or she or her are intended to be gender neutral;

     

    (2)           all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them
therein;

     

    (3)           the
word “including” means “including without limitation,” and

     

    (4)           the
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or
other subdivision.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “$” means a dollar or other
equivalent unit in such coin or currency of the United States of America as at
the time shall be legal tender for the payment of public and private
debts.

     

    “Act,” when used with respect
to any Holder, has the meaning specified in Section 1.05.

     

    “Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
the purposes of this definition, “control” when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.

     

    “Allocation Percentage” means,
with respect to any Holder of Securities, a fraction of which the numerator is
the aggregate principal amount of the Securities acquired by such Holder in the
Exchange and of which the denominator is $10,013,000.  All percentages
shall be rounded to the nearest whole number.

     

    “Authorized Newspaper” means a
newspaper, printed in the English language or in an official language of the
country of publication, customarily published on each Business Day, whether or
not published on Saturdays, Sundays or holidays, and of general circulation in
each place in connection with which the term is used or in the financial
community of each such place. Whenever successive publications are required to
be made in Authorized Newspapers, the successive publications may be made in the
same or in different Authorized Newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     

    “Board of Directors” means the
board of directors of the Company, the executive committee of that board or any
committee of that board duly authorized to act hereunder.

     

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

     

    “Business Day” means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in The City of New York or a city in which the Corporate
Trust Office is located or, when used with respect to any Place of Payment, such
Place of Payment, are authorized or obligated by law, regulation or executive
order to close.

     

    “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or, if at any time after execution of this instrument
such Commission is not existing and performing substantially the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties on such date.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    “Common Stock” means the common
stock of the Company, $0.001 par value, as it exists on the date of this
Indenture and any shares of any class or classes of capital stock of the Company
resulting from any reclassification or reclassifications thereof.

     

    “Company” means the Person
named as the “Company” in the first paragraph of this Indenture until a
successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such successor
corporation.

     

    “Company Request” and “Company Order” mean,
respectively, a written request or order signed in the name of the Company by
the Chairman of the Board of Directors, the Chief Executive Officer, the
President, the Chief Financial Officer or a Vice President of the Company and
any of the foregoing or any Assistant Vice President, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

    


    “Conditions to Installment
Conversion” means the following conditions, which unless otherwise
indicated may be waived by each Holder with respect to each such Holder’s
acceptance of shares of Common Stock for payment of such Holder’s Installment
Conversion:  (i) during the period beginning on and including the
Issuance Date and ending on and including the applicable Installment Date, the
Company shall have delivered shares of Common Stock upon all conversions of the
Securities; (ii) on each day during the period beginning thirty (30) days prior
to the applicable Installment Notice Date and ending on and including the
applicable Installment Date, the Common Stock shall have been listed on a
national securities exchange and the Common Stock shall not have been suspended
from trading on such exchange nor shall a delisting notice have been delivered
to the Company by such exchange; (iii) during the period beginning ninety (90)
days prior to the Installment Conversion Notice Date and ending on and including
the applicable Installment Date, there shall not have occurred either (X) the
consummation of a Change in Control or (Y) a Default; (iv) during the period
beginning on and including the Issuance Date and ending on and including the
applicable Installment Date, there shall not have occurred the public
announcement of, or otherwise have been, a pending, proposed or intended Change
of Control, or action or event that would require adjustment of the Conversion
Price pursuant to Article 12, that has not been abandoned, terminated or
consummated and publicly announced as such at least two (2) Trading Days prior
to the Installment Conversion Notice Date; (v) on each of the five consecutive
Trading Days immediately preceding the applicable Installment Conversion Notice
Date, the Volume-Weighted Average Price of the Common Stock shall have exceeded
$0.55 (subject to proportionate adjustment for stock splits, stock dividends,
stock combinations and other similar events after the Issuance Date); (vi) the Volume Condition
(waiver of such condition requiring the consent of the Holders of all
outstanding Securities); (vii) the aggregate amount of the Installment
Conversions on the applicable Installment Date shall not result in the
issuance by the Company as a result of such Installment Conversions of an
aggregate number of shares of Common Stock that would exceed the result of the
Exchange Cap minus the sum of (A) the aggregate number of shares of Commons
Stock issued upon conversion of Securities prior to the applicable Installment
Date and (B) 100% of the aggregate number of shares of Common Stock issuable on
the applicable Installment Date upon conversion of the principal (and any
premium, if any) of all of the outstanding Securities (excluding the principal
being converted or redeemed on the applicable Installment Date) at the then
applicable Conversion Rate (such condition may not be waived); (viii) there is a
sufficient number of authorized, but unissued and otherwise unreserved, shares
of Common Stock for the issuance of all of the shares of Common Stock issuable
upon conversion of all of the outstanding Securities; (ix) no Holder of
Securities is in possession of any information provided by, or on behalf of, the
Company, or any officer, director or other Affiliate thereof, that constitutes
or could reasonably be deemed to constitute, material non-public information
with respect to the Company; (x) no certificate evidencing the shares of Common
Stock issuable upon such Installment Conversion to any Holder shall bear any
legend regarding registration under (or the need for an exemption from the
registration requirements of) the Securities Act or state securities law; and
(xi) the Applicable Installment Conversion Price is no less than $0.45 (subject
to proportionate adjustment for stock splits, stock dividends, stock
combinations and other similar events after the Issuance Date) (such condition
may not be waived).


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    “Conversion Agent” means any
Person authorized by the Company pursuant to Section 9.02 to convert
Securities in accordance with Article 12.

     

    “Corporate Trust Office” means
the office of the Trustee at which, at any particular time, its corporate trust
business as it relates to this Indenture shall be principally administered and
as to which notice to that effect has been delivered to the Company and the
Holders in accordance with the provisions hereof, which office at the date
hereof is located at U.S. Bank National Association, Corporate Trust Services,
One Federal Street, 3rd Floor,
Boston, MA 02110, Attention:  Corporate Trust Services/ David J.
Ganss.

     

    “corporation” means a
corporation, association, partnership, company (including limited liability
company), joint-stock company or business trust.

     

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

     

    “DTC” means The Depository
Trust Company.

     

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

     

    “Holder” means the Person in
whose name a Security is registered in the Security Register.

     

    “Indenture” means this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof.

     

    “Installment Amount” means,
with respect to any Holder’s Securities on any Installment Date, the lesser of
(x) 417,000 multiplied by such Holder’s Allocation Percentage and (y) the
aggregate outstanding principal amount of such Holder’s Securities as of such
Installment Date, in each case subject to the reduction of any Installment
Amount in accordance with Section 12.13; in the event any Holder shall sell or
otherwise transfer any portion of any Security, the transferee shall be
allocated a pro rata portion of the applicable Installment Amount with respect
to such Security.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    “Installment Date” means each
date upon which an Installment Conversion is due and payable (such date to be
the same as each Interest Payment Date), commencing on October 30,
2009.

     

    “Interest Payment Date” means,
with respect to any Security, the Stated Maturity of an installment of interest
on such Security, which date, for avoidance of doubt, shall be the last Business
Day of each month the Securities are outstanding through Maturity.

     

    “Maturity” means the date on
which the principal of the Securities becomes due and payable as therein or
herein provided, whether at the Stated Maturity or upon conversion or by
declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

     

    “Officers’ Certificate” means a
certificate signed by the Chairman of the Board of Directors, the President or a
Vice President and by any of the foregoing or the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee.

     

    “Opinion of Counsel” means a
written opinion of counsel, who may be counsel for the Company or who may be an
employee of or other counsel for the Company and who shall be reasonably
satisfactory to the Trustee.

     

    “Outstanding,” when used with
respect to Securities, means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture,
except:

     

    (i)           Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

     

    (ii)          Securities,
or portions thereof, for whose payment or redemption or repayment at the option
of the Holder, money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; 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;

     

    (iii)         Securities
that have been paid pursuant to Section 3.05 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    (iv)        Securities
converted into Common Stock pursuant to or in accordance with this
Indenture;

     

    provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or are present at a meeting of Holders for
quorum purposes, and for the purpose of making the calculations required by TIA
Section 313, Securities owned by the Company or any other obligor upon the
Securities under a supplemental indenture entered into in accordance herewith or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities that the Trustee knows to be so owned shall be so disregarded.
Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities under a supplemental
indenture entered into in accordance herewith or any Affiliate of the Company or
of such other obligor.

     

    “Paying Agent” means any Person
(including the Company) authorized by the Company to pay the principal of (and
premium, if any) or interest on any Securities on behalf of the
Company.

     

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

     

    “Place of Payment” means the
place or places where the principal of (and premium, if any), interest on and
the Redemption Prices and the Repurchase Price with respect to the Securities
are payable as specified by Section 9.02.

     

    “Predecessor Security” means,
with respect to any Security, every previous Security evidencing all or a
portion of the same debt as that evidenced by such Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 3.05 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

     

     “Redemption Date,” when used
with respect to any Security to be redeemed, in whole or in part, means the date
fixed for such redemption by or pursuant to this Indenture.

     

     “Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities means the date
specified for that purpose as contemplated by Section 3.06, whether or not
a Business Day.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    “Responsible Officer,” when
used with respect to the Trustee, means any senior vice president, any vice
president, any assistant vice president, any assistant secretary, or other
officer of the Trustee working in its Corporate Trust division, or any other
officer of the Trustee working in its Corporate Trust Division and customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     

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

     

    “Security” has the meaning
stated in the first recital of this Indenture and, more particularly, means any
Security or Securities authenticated and delivered under this
Indenture.

     

    “Significant Subsidiary” means
any Subsidiary that is a “significant subsidiary” (as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated under the Securities Act) of the
Company.

     

    “Special Record Date” for the
payment of any Defaulted Interest on the Securities means a date fixed by the
Trustee pursuant to Section 3.06.

     

    “Stated Maturity” means the
date specified in the Securities as the fixed date on which the principal of, or
interest on, such Securities is due and payable.

     

    “Subsidiary” means a
corporation a majority of the outstanding voting securities of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company, or by the Company and one or more other
Subsidiaries.  For the purposes of this definition, “voting securities” means
shares, interests, participations or other equivalents of corporate stock,
partnership or limited liability company interests or any other participation,
right or other interest in the nature of an equity interest that ordinarily have
voting power for the election of directors, managers or trustees, whether at all
times or only so long as no senior class of equity interest has such voting
power by reason of any contingency.

     

    A “Termination of Trading” shall
be deemed to occur if the Common Stock (or other common stock into which the
Securities are then convertible) is neither listed for trading on a U.S.
national securities exchange nor approved for trading on an established United
States system of automated dissemination of quotations of securities prices or
an established over-the-counter trading market in the United
States.

     

    “Trust Indenture Act” or “TIA” means the Trust Indenture
Act of 1939, and the rules and regulations promulgated thereunder, as in force
on the date this Indenture is qualified thereunder; provided, however, that in
the event the Trust Indenture Act of 1939 or such rules and regulations are
amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 and such rules and regulations as so
amended.

     

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

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    “United States” means the
United States of America (including the states and the District of Columbia),
its territories, its possessions and other areas subject to its
jurisdiction.

     

    “Volume Condition” means the
condition, which shall only be waived with the consent of the Holders of all the
outstanding Securities, that the aggregate amount of the Installment Conversions
on the applicable Installment Date shall not result in the
issuance by the Company as a result of such Installment Conversions of an
aggregate number of shares of Common Stock that would exceed the Volume
Amount.

     

    “Volume Amount” means the
number of shares of Common Stock equal to twenty percent (20%) of the aggregate
trading volume (as reported by Bloomberg or any successor thereto) of the Common
Stock on the Nasdaq Capital Market (or other national securities exchange which
is then the principal trading market for the Common Stock) on the ten (10)
consecutive Trading Days ending on and including the date immediately preceding
the applicable Installment Conversion Notice Date.

     

    SECTION
1.02.           Other Definitions. 

     

    
      
        
          
            	
                    Term

                  	
                    Defined
      in 

                    Section

                  
	
                    “Act”

                  	
                    1.05

                  
	
                    “Agent
      Members”

                  	
                    2.03

                  
	
                    “Applicable
      Installment Conversion Price”

                  	
                    12.01

                  
	
                    “Average
      Sale Price”

                  	
                    12.04

                  
	
                    “Bankruptcy
      Law”

                  	
                    4.01

                  
	
                    “beneficial
      owner”

                  	
                    11.03

                  
	
                    “beneficial
      ownership”

                  	
                    11.03

                  
	
                    “Change
      in Control”

                  	
                    11.04

                  
	
                    “Change
      in Control Purchase Notice”

                  	
                    11.02

                  
	
                    “Closing
      Price”

                  	
                    12.03

                  
	
                    “Commencement
      Date”

                  	
                    12.04

                  
	
                    “Company
      Notice”

                  	
                    11.02

                  
	
                    “Conversion
      Price”

                  	
                    12.01

                  
	
                    “Conversion
      Rate”

                  	
                    12.01

                  
	
                    “Current
      Event”

                  	
                    12.04

                  
	
                    “Custodian”

                  	
                    4.01

                  
	
                    “Defaulted
      Interest”

                  	
                    3.06

                  
	
                    “DTC”

                  	
                    2.03

                  
	
                    “Effective
      Date”

                  	
                    12.01

                  
	
                    “Event
      of Default”

                  	
                    4.01

                  
	
                    “Ex-Dividend
      Time”

                  	
                    12.04

                  


          

        

      

    

     

    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        “Expiration
      Time”

                      	
                        12.04

                      
	
                        “Indemnitees”

                      	
                        5.07

                      
	
                        “Installment
      Conversion”

                      	
                        10.01

                      
	
                        “Installment
      Conversion Notice”

                      	
                        10.01

                      
	
                        “Installment
      Conversion Notice Date”

                      	
                        10.01

                      
	
                        “Make-Whole
      Premium”

                      	
                        12.01

                      
	
                        “Mandatory
      Redemption”

                      	
                        10.01

                      
	
                        “Material
      Adverse Effect”

                      	
                        9.04

                      
	
                        “Non-Stock
      Change in Control”

                      	
                        12.01

                      
	
                        “Notice
      of Default”

                      	
                        4.01

                      
	
                        “Optional
      Redemption”

                      	
                        10.01

                      
	
                        “Other
      Event”

                      	
                        12.04

                      
	
                        “Partial
      Installment Conversion”

                      	
                        10.01

                      
	
                        “Person”

                      	
                        11.03

                      
	
                        “Purchased
      Shares”

                      	
                        12.04

                      
	
                        “Redeemable
      Capital Stock”

                      	
                        11.04

                      
	
                        “Redemption
      Price”

                      	
                        10.01

                      
	
                        “Regular
      Record Date

                      	
                        3.06

                      
	
                        “Repurchase
      Date”

                      	
                        11.01

                      
	
                        “Repurchase
      Price”

                      	
                        11.01

                      
	
                        “Security
      Register”

                      	
                        3.04

                      
	
                        “Security
      Registrar”

                      	
                        3.04

                      
	
                        “Share
      Price”

                      	
                        12.01

                      
	
                        “Subsequent
      Condition Failure”

                      	
                        10.01

                      
	
                        “Time
      of Determination”

                      	
                        12.04

                      
	
                        “Trading
      Day”

                      	
                        12.03

                      
	
                        “Volume-Weighted
      Average Price”

                      	
                        12.04

                      


              

            

          

        

      

    

     

    SECTION
1.03.          Compliance Certificates and
Opinions. 
Upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
an Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

     

    (a)  a
statement that each individual signing such certificate or opinion has read such
condition or covenant and the definitions herein relating
thereto;


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    (b)  a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

     

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

     

    (d)  a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.

     

    SECTION
1.04.          Form of Documents Delivered to
Trustee. 
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 as to some matters and one or more other such 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 an Opinion of Counsel, or a certificate or
representations by counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the opinion, certificate or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such Opinion of Counsel or certificate or representations 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 that
the information as to such factual matters is in the possession of the Company,
unless such counsel knows that the certificate or opinion or representations as
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
1.05.          Acts of Holders.

     

    (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this
Section 1.05.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    (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 to 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 him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
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 reasonable manner which the Trustee deems sufficient.

     

    (c)  The
ownership of the Securities shall be proved by the Security
Register.

     

    (d)           (i)           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,
in or pursuant to a Board Resolution, fix in advance a record date for the
determination of Holders entitled to effect such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Company shall have no
obligation to do so; provided
that the Company shall not be entitled to set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in clause
1.05(d)(iii) below. Notwithstanding TIA Section 316(c), such record date
shall be the record date specified in or pursuant to such Board Resolution,
which shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith and not later than the
date such solicitation is completed.  If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be effected 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 eleven months after the
record date.

     

    
      (ii)  Subject
to clause 1.05(d)(iii) below, in the absence of any such record date fixed by
the Company, regardless as to whether any solicitation of the Holders is
occurring on behalf of the Company or any Holder, the Trustee may, at its
option, fix in advance a record date for the determination of such Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Trustee shall have no obligation to do so.
Any such record date shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than the
date of such solicitation.

       

    

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    (iii)  The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to join in the giving or making of
(A) any notice of default, (B) any declaration of acceleration
referred to in Section 4.02, (C) any request to institute proceedings
referred to in Section 4.07(b), or (D) any direction referred to in
Section 4.12, and may also set an expiration date by which the relevant Act
must be taken.  If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided that no such Act
shall be effective hereunder unless taken on or prior to any applicable
expiration date by Holders of the requisite principal amount of Outstanding
Securities on such record date.  Nothing in this paragraph shall be
construed to prevent the Trustee from setting a new record date for any action
(whereupon the record date previously set shall automatically and without any
action by any Person be canceled and of no effect), nor shall anything in this
paragraph be construed to render ineffective any Act taken by Holders of the
requisite principal amount of Outstanding Securities on the date such Act is
taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s expense, shall cause notice of such record date, the
proposed Act by Holders and the applicable expiration date to be given to the
Company in writing and to each Holder of Outstanding Securities in the manner
set forth in Section 1.07.

     

    (e)  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, any Security
Registrar, any Paying Agent, any Conversion Agent or the Company in reliance
thereon, whether or not notation of such action is made upon such
Security.

     

    SECTION
1.06.           Notices, Etc. to Trustee and
Company.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of Holders or other notice or communication provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with:

     

    (a)  the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee,
delivered in person, mailed by first class mail, postage prepaid, or sent by
facsimile or overnight courier, at its address as follows:  if mailed
by first class mail, to U.S. Bank National Association, Corporate Trust
Services, P.O. Box 960778, Boston, MA 02102-0778,
Attention:  TranSwitch Corporation 5.45% Convertible Notes due 2011,
or if sent by other means to U.S. Bank National Association, Corporate Trust
Services, One Federal Street, 3rd Floor, Boston, MA 02110,
Attention:  Corporate Trust Services/ David J. Ganss,
Attention:  TranSwitch Corporation 5.45% Convertible Notes due 2011
(facsimile: 617-603-6667), or to such other address or facsimile number as the
Trustee may designate by written notice from time to time; provided that notices or other
communications to the Trustee shall only be deemed given when actually received
by the Trustee,


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    (b)  the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
delivered in person, mailed by first class mail, postage prepaid, or sent by
facsimile or overnight courier, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this Indenture; provided that the Company
may, by notice furnished in writing to the Trustee, designate additional or
different addresses for subsequent notices or communications by the Company; and
further provided that
notices or other communications to the Company shall only be deemed given when
actually received by the Company.

     

    SECTION
1.07.           Notice to Holders;
Waiver. 
Where this Indenture provides for notice of any event to Holders by the Company
or the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. Such notice shall be
deemed to have been given when such notice is mailed. In any case where notice
to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders given as provided
herein.  Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice.

     

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

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other Act
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     

    Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

     

    SECTION
1.08.          Effect of Headings and Table of
Contents. 
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    SECTION
1.09.          Successors and
Assigns. 
All covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

     

    SECTION
1.10.          Separability
Clause. 
In case any provision in this Indenture or in any Security 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.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    SECTION
1.11.          Benefits of
Indenture. 
Nothing in this Indenture or in the Securities, express or implied, shall give
to any Person, other than the parties hereto, any Security Registrar, any Paying
Agent, any Conversion Agent and their successors hereunder and the Holders any
benefit or any legal or equitable right, remedy or claim under this
Indenture.

     

    SECTION
1.12.          Governing Law. 
This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York without regard to conflict of
laws principles.

     

    SECTION
1.13.          Legal Holidays. 
In any case where any Interest Payment Date, Redemption Date, Repurchase Date,
Stated Maturity or Maturity of any Security or the last date on which a Holder
has the right to convert his Securities shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or any
Security), payment of Redemption Price, Repurchase Price, interest or principal
(and premium, if any), or conversion of the Securities, need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Repurchase Date or at the Stated
Maturity or Maturity or on such last day for conversion; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repurchase Date, Stated Maturity or
Maturity or on such last day for conversion, as the case may be.

     

    SECTION
1.14.          Personal Immunity from Liability for
Incorporators, Stockholders, Etc. 
No recourse shall be had for the payment of the principal of or premium, if any,
or interest, if any, on any Security, or for any claim based thereon, or
otherwise in respect of any Security, or based on or in respect of this
Indenture or any indenture supplemental hereto, against any incorporator, or
against any past, present or future stockholder, director or officer, as such,
of the Company or of any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being expressly waived and released as
a condition of, and as consideration for, the execution of this Indenture and
the issue of Securities.

     

    SECTION
1.15.           Conflict with Trust Indenture
Act. 
If any provision hereof limits, qualifies or conflicts with a provision of the
TIA that is required under such Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture modifies
or excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.  To the extent that any provision of
a Security conflicts with a provision in this Indenture, the provision of this
Indenture shall control.

     

    SECTION
1.16.           Execution in
Counterparts. 
This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.

     

    
      
         


      

      
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    ARTICLE
2

    Securities
Forms

     

    SECTION
2.01.          Forms of
Securities. 
The Securities shall be in substantially the form of Exhibit A hereto, and
shall have notations, legends or endorsements required by law, stock exchange
rule or usage or as otherwise indicated in Exhibit A hereto.

     

    SECTION
2.02.          Form of Trustee’s Certificate of
Authentication. 
The Trustee’s certificate of authentication shall be in substantially the
following form:

     

    This is
one of the Securities described in the within-mentioned Indenture.

     

    
      
        
          
            
              	
                      DATED:

                    	
                      U.S.
      BANK NATIONAL ASSOCIATION

                    
	 
      	
                      as
      Trustee

                    
	 	 	 
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Authorized
      Signatory

                    


            

          

        

      

    

     

    SECTION
2.03.           Securities Issuable in Global
Form. 
Except as otherwise provided in this Section 2.03 or in Section 3.04,
the Securities shall be issuable only in global form and deposited with the
Trustee, at its Corporate Trust Office (or such other location as it may
determine from time to time for such purpose), as custodian for DTC or the
nominees thereof, and any such Security shall represent such of the Outstanding
Securities as shall be set forth in the books and records of the Trustee and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time as adjusted in the books and records of the Trustee, and that
the aggregate amount of Outstanding Securities represented thereby may from time
to time be increased or decreased to reflect exchanges.

     

    Notwithstanding
anything to the contrary contained herein, each of the Company’s and any
Holder’s obligations or exercise of any right or procedure described herein
shall be made in accordance with and subject to the procedures of the Trustee
and the depository or the nominees thereof.  Members of, or
participants in, the depositary (“Agent Members”) shall have no
rights under this Indenture with respect to any Note in global form held on
their behalf by the depositary or by the Trustee as the custodian of the
depositary or under such Note in global form, and the depositary may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Note 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 impair, as between the depositary and its Agent
Members, the operation of customary practices of such depositary governing the
exercise of the rights of a holder of a beneficial interest in any Note held in
global form.  Any adjustment of the aggregate amount of Outstanding
Securities represented by a Security in global form to reflect the amount, or
any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 3.03.  Subject
to the provisions of Section 3.03, the Trustee shall, if required, deliver
and redeliver any Security in global form in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to Section 3.03 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 1.03 and need not be accompanied
by an Opinion of Counsel.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    The
provisions of the last sentence of Section 3.03 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 1.03 and need not be accompanied by an Opinion of Counsel) with
regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.03.

     

    Notwithstanding
the provisions of Section 3.07, payment of principal of and any premium and
interest on any Security in global form shall be made to the Person or Persons
specified in such Security.

     

    All
Securities issued in global form shall bear the following legend:

     

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

     

    TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE.

     

    ARTICLE
3

    The
Securities

     

    SECTION
3.01.          Title and Term. 
The Securities shall be and are hereby authorized to be designated as “5.45%
Convertible Notes due 2011.”  The Securities are limited in aggregate
principal amount to $10,013,000.  The Securities shall mature and the
principal thereof shall be due and payable, together with all accrued and unpaid
interest thereon, on September 30, 2011.  The Securities shall be
convertible into shares of Common Stock as set forth herein.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    


     

    SECTION
3.02.           Denominations. 
The Securities shall be issuable in denominations of $1,000 and any integral
multiple thereof.

     

    SECTION
3.03.          Execution, Authentication, Delivery
and Dating. 
The Securities shall be executed on behalf of the Company by the Chief Executive
Officer, the Chief Financial Officer, the Treasurer, the President or a Vice
President of the Company. The signature of any of these individuals on the
Securities may be a manual or facsimile signature of such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

     

    Securities
bearing the manual or facsimile signatures of an individual who was at any time
the proper officer of the Company shall bind the Company, notwithstanding that
such individual shall have ceased to hold such office prior to the
authentication and delivery of such Securities or did not hold such office at
the date of such Securities.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities, executed by the Company, to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.

     

    Each
Security shall be dated the date of its authentication.

     

    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 in Section 2.02,
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
and is entitled to the benefits of this Indenture.  Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in
Section 3.08 together with a written statement (which need not comply with
Section 1.03 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture, such Security shall be deemed not to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

     

    SECTION
3.04.           Registration, Registration of
Transfer and Exchange.

     

    (a)  The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for the
Securities (the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Securities and
of transfers of the Securities.  The Security Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby
appointed “Security
Registrar” for the purpose of registering the Securities and transfers of
the Securities on such Security Register as herein provided. In the event that
the Trustee shall cease to be Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

    Subject
to the provisions of this Section 3.04 and except as otherwise provided in
any Security, including any legend thereon, upon surrender for registration of
transfer of any Security at any office or agency of the Company in a Place of
Payment, 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 denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.

     

    Subject
to the provisions of this Section 3.04, at the option of the Holder, the
Securities may be exchanged for other Securities, of any authorized denomination
or denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Securities to be exchanged at any
such office or agency.  Whenever any such 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.

     

    Notwithstanding
the foregoing, any global Security shall be exchangeable only as provided in
this paragraph.  The depositary for the global Securities shall be
DTC, and the global Securities may be transferred, in whole but not in part,
only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to
DTC for such global Security selected or approved by the Company or to a nominee
of such successor to DTC.  If at any time DTC notifies the Company
that it is unwilling or unable to continue as depositary for the applicable
global Security or Securities or if at any time DTC ceases to be a clearing
agency registered under the Exchange Act, if so required by applicable law or
regulation, the Company shall appoint a successor depositary with respect to
such global Security or Securities.  If (x) a successor depositary for
such global Security or Securities is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
unwillingness, inability or ineligibility, or (y) a Default or an Event of
Default has occurred and is continuing, or (z) the Company, in its sole
discretion, executes and delivers to the Trustee and the Security Registrar an
Officers’ Certificate stating that definitive Securities may be issued in
exchange for interests in a global Security or Securities, then the Company
shall execute, and the Trustee shall authenticate and deliver, definitive
Securities of like rank, tenor and terms in definitive form, registered in such
names as DTC shall direct and bearing such legends as the Company shall specify
in writing, in an aggregate principal amount equal to the principal amount of
such global Security or Securities.  If a Security is issued in
exchange for any portion of a global Security after the close of business at the
office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, interest or Defaulted Interest, as the case may
be, shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Security, but will be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such global
Security is payable in accordance with the provisions of this
Indenture.



    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


    
       

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

       

      Every
Security presented or surrendered for registration of transfer or for exchange
or redemption shall (if so required by the Company or the Security Registrar) be
duly endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

       

      No
service charge shall be made to a Holder for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 10.07 or 11.02(e) not involving any
transfer.

       

      The
Company or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security during a period beginning at
the opening of business 15 days before the date of the mailing of a notice of
redemption with respect to the Securities to be redeemed under
Section 10.03 and ending at the close of business on the day of the mailing
of the relevant notice of redemption, or (ii) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except,
in the case of any Security to be redeemed in part, the portion thereof not to
be redeemed, or (iii) to issue, register the transfer of or exchange any
Security that has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Security not to be so repaid.

       

      (b)  Other
than as may be required pursuant to applicable federal and state securities
laws, no Security shall be subject to any restriction on transfer pursuant to
such Security or this Indenture or otherwise imposed by the Company or the
Trustee.  As used in Sections 3.04(b) and 3.04(c), the term “transfer”
encompasses any sale, pledge, transfer or other disposition whatsoever of any
Security.

       

      No
certificate evidencing any Security (or any securities issued in exchange
therefor or substitution thereof) shall bear any legend regarding registration
under (or the need for an exemption from the registration requirements of) the
Securities Act or state securities law.

       

      At such
time as all interests in the global Security have been redeemed, converted,
canceled, repurchased or transferred, the global Security shall be, upon receipt
thereof, canceled by the Trustee in accordance with standing procedures and
instructions existing between the depositary and the Custodian.


      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      

       

      (c)   Other
than as may be required pursuant to applicable federal and state securities
laws, no shares of Common Stock issued upon conversion or exchange of any
Security shall be subject to any restriction on transfer pursuant to this
Indenture or otherwise imposed by the Company, the Trustee or the transfer agent
for the Common Stock.  No stock certificate representing any shares of
Common Stock issued upon conversion or exchange of any Security shall bear any
legend regarding registration under (or the need for an exemption from the
registration requirements of) the Securities Act or state securities
law.

       

      As of the
Issuance Date, the transfer agent for shares of the Company’s Common Stock is
Computershare Trust Company, N.A., and its telephone number is (781)
575-2000.

       

      SECTION
3.05.            Mutilated, Destroyed, Lost and
Stolen Securities. 
If any mutilated Security is surrendered to the Trustee or the Company, together
with such security or indemnity as may be required by the Company or the Trustee
to save each of them or any agent of either of them harmless, the Company shall,
at the relevant Holder’s expense, execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same principal amount,
containing identical terms and provisions and bearing a number not
contemporaneously outstanding.

       

      If there
shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company, at the relevant Holder’s expense, shall execute, and
upon the Company’s request the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
principal amount, containing identical terms and provisions and bearing a number
not contemporaneously outstanding, appertaining to such destroyed, lost or
stolen Security.

       

      Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.

       

      Upon the
issuance of any new Security 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 mutilated, destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.


      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

       

      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
3.06.            Payment of Interest; Interest Rights
Preserved. 
Interest on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid in cash to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
at the office or agency of the Company maintained for such purpose pursuant to
Section 9.02; provided, however, that each installment of interest on any
Security may at the Company’s option be paid by (i) mailing a check for
such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 3.07, to the address of such Person as it
appears on the Security Register, or (ii) if the Trustee shall have
received written bank wire instructions prior to the Regular Record Date for
such payment, transfer to an account maintained by the payee located inside the
United States; provided, however, that payments to DTC shall be made by wire
transfer of immediately available funds to the account of DTC or its
nominee.  The term “Regular Record Date” with
respect to any Interest Payment Date shall mean the 15th day of
each month through the Maturity Date.

       

      Any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the registered Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause 3.06(a) or 3.06(b) below:

       

      (a)   The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment (which
shall not be less than 30 days after such notice is received by the Trustee) and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
on or prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Company shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment. The
Company shall promptly notify the Trustee of such Special Record Date and, in
the name and at the expense of the Company, the Trustee shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of Securities
at his address as it appears in the Security Register not less than 10 days
prior to such Special Record Date. The Trustee may, in its discretion, in the
name and at the expense of the Company, cause a similar notice to be published
at least once in an Authorized Newspaper in each Place of Payment, but such
publications shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
(or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (b).


      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      

       

      (b)  The
Company may make payment in cash of any Defaulted Interest on the Securities in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.

       

      Subject
to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

       

      SECTION
3.07.           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 principal of (and premium, if any), and
(subject to Sections 3.04 and 3.06) interest on, such Security and for all
other purposes whatsoever, whether or not such Security is overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

       

      None of
the Company, the Trustee, any Paying Agent or the Security Registrar shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

       

      Notwithstanding
the foregoing, with respect to any global Security, 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 any depositary, as a Holder, with respect to such global Security
or impair, as between such depositary and owners of beneficial interests in such
global Security, the operation of customary practices governing the exercise of
the rights of such depositary (or its nominee) as a Holder of such global
Security.


      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      

       

      SECTION
3.08.           Cancellation. 
All Securities surrendered for payment, redemption, repayment at the option
of the
Holder or registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such
Securities surrendered directly to the Trustee for any such purpose shall be
promptly canceled 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 may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder that the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.  No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. Canceled
Securities held by the Trustee shall be destroyed by the Trustee and the Trustee
shall deliver a certificate of such destruction to the Company, unless by a
Company Order the Company directs their return to it.

       

      SECTION
3.09.           Computation of
Interest. 
Interest on the Securities shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

       

      SECTION
3.10.           CUSIP Numbers. 
The Company in issuing the Securities shall use “CUSIP” numbers, and the Trustee
shall use CUSIP numbers in notices of redemption as a convenience to Holders;
provided however, 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 shall promptly notify the Trustee of any change
in the CUSIP numbers applicable to the Securities.

       

      ARTICLE
4

      Remedies

       

      SECTION
4.01.           Events of
Default. 
“Event of Default,”
wherever used herein with respect to the Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

       

      (a)   default
in the payment of any interest upon any Security, when such interest becomes due
and payable, and continuance of such default for a period of 30 days;
or

       

      (b)  default
in the payment of (i) the principal of (or premium, if any, on) any
Security when it becomes due and payable at its Maturity, or (ii) any
Redemption Price with respect to any Security (including any such Redemption
Price payable pursuant to a Mandatory Redemption) when it becomes due and
payable; or

       

      (c)   default
in the payment of the Repurchase Price in respect of any Security on the
Repurchase Date therefor (whether or not a Person other than the Company has
offered to repurchase Outstanding Securities as contemplated by Section
11.02(k)); or


      
        
           


        

        
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      (d)  failure
by the Company to give the Company Notice in accordance with Section 11.02(a) to
all Holders of Outstanding Securities and to the Trustee; or

       

      (e)   failure
by the Company to deliver shares of Common Stock (together with cash in lieu of
fractional shares or with respect to the Make-Whole Premium, if any) when such
Common Stock (or cash in lieu of fractional shares or with respect to the
Make-Whole Premium, if any) is required to be delivered (or would be required to
be delivered but for the limitation imposed by Section 12.15) following
conversion of a Security (including pursuant to an Installment Conversion), and
(i) in the case of any such conversion pursuant to an Installment Conversion,
continuation of such default for a period of three (3) Trading Days, or (ii) in
the case of any such conversion other than pursuant to an Installment Conversion
continuation of such default for a period of ten (10) days; or

       

      (f)   default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture with respect to any Security (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this
Section specifically dealt with) and continuance of such default or breach
for a period of 60 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 20% in principal amount of the Outstanding Securities a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder;
or

       

      (g)  a
default under any bonds, debentures, notes or other evidences of indebtedness
for money borrowed of the Company or under any mortgages, indentures or
instruments under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company, whether such
indebtedness now exists or shall hereafter be created, which indebtedness,
individually or in the aggregate, has a principal amount outstanding in excess
of $5,000,000, which default shall have resulted in such indebtedness becoming
or being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged,
or such acceleration having been rescinded or annulled, within a period of 60
days after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 20% in principal amount of the Securities then Outstanding, a written
notice specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be rescinded or
annulled and stating that such notice is a “Notice of Default” hereunder
(unless such default has been cured or waived); or

       

      (h)  the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:

       

      (i)    commences
a voluntary case,

       

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


      
        
           


        

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

       

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

       

      (i)    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 in an involuntary
case,

       

      (ii)   appoints
a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of the property of any of them, or

       

      (iii)  orders
the winding up or liquidation of the Company or any Significant
Subsidiary,

       

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

       

      As used
in this Section 4.01 only, the term “Bankruptcy Law” means
title 11, U.S. Code or any similar Federal or State law for the relief of
debtors; and the term “Custodian” means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.

       

      SECTION
4.02.            Acceleration of Maturity; Rescission
and Annulment. Subject
to the immediately succeeding paragraph, if an Event of Default with respect to
Securities at the time Outstanding occurs and is continuing, then and in every
such case the Trustee, or the Holders of not less than 25% in principal amount
of the Outstanding Securities, may declare the principal of all the Securities,
and accrued interest thereon to the date of such declaration, to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal shall
become immediately due and payable. If an Event of Default specified in
Section 4.01(i) or Section 4.01(j) occurs, the principal of, and
accrued interest on, all the Securities shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.

       

      At any
time after such a declaration of acceleration with respect to the Securities has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article, the Holders of
a majority in principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if:

       

      (a)   the
Company has paid or deposited with the Trustee a sum sufficient to
pay:

       

      (i)    all
overdue installments of interest on all Outstanding Securities,


      
        
           


        

        
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      (ii)   the
principal of (and premium, if any, on) any Outstanding Securities that have
become due otherwise than by reason of such declaration of acceleration and
interest thereon at the rate or rates borne by or provided for in such
Securities,

       

      (iii)  to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest at the rate or rates borne by or provided for in such
Securities, and

       

      (iv) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and

       

      (b)  all
Events of Default with respect to the Securities, other than the nonpayment of
the principal of (or premium, if any) or interest on Securities which have
become due solely by reason of such declaration of acceleration, have been cured
or waived as provided in Section 4.13.

       

      No such
rescission shall affect any subsequent Default or Event of Default or impair any
right in respect thereof.

       

      SECTION
4.03.            Collection of Indebtedness and Suits
for Enforcement by Trustee. 
The Company covenants that if:

       

      (a)   default
is made in the payment of any installment of interest on any Security when such
interest becomes due and payable and such default continues for a period of 30
days, or

       

      (b)   default
is made in the payment (in cash or, to the extent permitted hereby, through
conversion of any Security) of the principal of (or premium, if any, on) any
Security at its Maturity, or of any Redemption Price on any Installment Date or
other Redemption Date, then the Company shall, upon demand of the Trustee, pay
to the Trustee, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal (and premium, if
any) and interest, with interest upon any overdue principal (and premium, if
any) and, to the extent that payment of such interest, shall be legally
enforceable, upon any overdue installments of interest, at the rate or rates
borne by or provided for in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

       

      If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities under a supplemental
indenture entered into in accordance herewith and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Company or any other such obligor upon such Securities, wherever
situated.

       

      If an
Event of Default occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of
Securities by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper
remedy.


      
        
           


        

        
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      SECTION
4.04.            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 under a supplemental indenture entered into in accordance herewith or
the property of the Company or of such other obligor or the Company’s, or any
such other obligor’s, creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by acceleration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal,
premium, if any, or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise:

       

      (a)   to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities, of principal (and premium, if any) and interest,
owing and unpaid 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) 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 other
similar official) in any such judicial proceeding is hereby directed by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall request or consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee and any predecessor Trustee,
their agents and counsel, and any other amounts due the Trustee or any
predecessor Trustee under Section 5.07.

       

      Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security, 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 of a Security in any such proceeding; provided however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors’ or other similar
committee.

       

      SECTION
4.05.           Trustee May Enforce Claims Without
Possession of Securities. 
All rights of action and claims under this Indenture or any of the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


      
        
           


        

        
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      SECTION
4.06.            Application of Money
Collected. 
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Securities, or both, as the case
may be, and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

       

      FIRST:            To
the payment of all amounts due the Trustee and any predecessor Trustee under
Section 5.07;

       

      SECOND:       To
the payment of the amounts then due and unpaid upon the Securities for principal
(and premium, if any) and interest payable, and any other amounts due and
payable under this Indenture or under the Securities (including with respect to
the Make-Whole Premium, if any), in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the aggregate amounts due and payable on such Securities for
principal (and premium, if any), interest and any Make-Whole Premium,
respectively; and

       

      THIRD:           To
the payment of the remainder, if any, to the Company.

       

      SECTION
4.07.           Limitation on
Suits. 
No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

       

      (a)   such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities;

       

      (b)   the
Holders of not less than 25% in principal amount of the Outstanding Securities
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee
hereunder;

       

      (c)   such
Holder or Holders have offered to the Trustee security or indemnity reasonably
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request;

       

      (d) 
 the Trustee for 60 days after its receipt of such notice, request and
offer of security or indemnity has failed to institute any such proceeding;
and

       

      (e)   no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities;


      
        
           


        

        
          -28-

          
            

          

        

        
           


        

      

       

      it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.

       

      SECTION
4.08.           Unconditional Right of Holders to
Receive Principal, Premium, If Any, and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of, and premium, if any, including the Redemption
Prices, the Repurchase Price pursuant to Article 11 and (subject to
Sections 3.04 and 3.06) interest on such Security on the respective due
dates expressed in such Security (or, in the case of redemption or repurchase,
on the Redemption Date or Repurchase Date, as the case may be) and to convert
such Security in accordance with the provisions of this Indenture and to
institute suit for the enforcement of any such payment and right to convert, and
such rights shall not be impaired or adversely affected without the consent of
such Holder.

       

      SECTION
4.09.           Restoration of Rights and
Remedies. 
If the Trustee or any Holder of a Security has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, the Company, the
Trustee and the Holders of Securities shall, subject to any determination in
such proceeding, be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been
instituted.

       

      SECTION
4.10.           Rights and Remedies
Cumulative. 
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.05, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

       

      SECTION
4.11.           Delay or Omission Not
Waiver. 
No delay or omission of the Trustee or of any Holder of any Security to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders of
Securities, as the case may be.

       

      SECTION
4.12.            Control by Holders of
Securities. 
The Holders of not less than a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Securities,
provided that:


      
        
           


        

        
          -29-

          
            

          

        

        
           


        

      

       

      (a)   such
direction shall not be in conflict with any rule of law or with this
Indenture,

       

      (b)   the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction, and

       

      (c)   the
Trustee need not take any action that might involve it in personal liability or
be unduly prejudicial to the Holders of Securities not joining
therein.

       

      SECTION
4.13.           Waiver of Past
Defaults. 
The Holders of not less than a majority in principal amount of the Outstanding
Securities may on behalf of the Holders of all the Securities waive any past
Default or Event of Default hereunder with respect to such Securities and its
consequences, except a Default or Event of Default:

       

      (a)  
in the payment of the principal of (or premium, if any) or interest on any
Security,

       

      (b)  in
respect of the conversion by the Company of any Security into Common Stock
(including pursuant to an Installment Conversion),

       

      (c)   in
the payment of any Redemption Price pursuant to Article 10,

       

      (d)  in
the payment of the Repurchase Price pursuant to Article 11,

       

      (e)   in
the payment of the Additional Interest Payment, if any, pursuant to Article
12,

       

      (f)   in
the payment of the Make-Whole Premium, if any, pursuant to Article
12,

       

      (g)  in
respect of a covenant or provision hereof that under Article 8 cannot be
modified or amended without the consent of the Holder of each Outstanding
Security affected; or

       

      (h)  in
respect of a covenant or provision hereof for the personal protection or benefit
of the Trustee, without the consent of the Trustee.

       

      Upon any
such waiver, such Default or Event of Default shall cease to exist, and any
Event of Default arising from any such Default shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.

       

      SECTION
4.14.           Waiver of Usury, Stay or Extension
Laws. 
The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall 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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      SECTION
4.15.           Undertaking for
Costs. 
All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions
of this Section shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Security on or after the respective
Stated Maturities expressed in such Security (or, in the case of redemption or
repurchase, on or after the Redemption Date or the Repurchase Date,
respectively), or the right to convert any Security in accordance with
Article 12.

      


      ARTICLE
5

      The
Trustee

       

      SECTION
5.01.           General. 
The Trustee, prior to the occurrence of an Event of Default known to a
Responsible Officer of the Trustee and after the curing of all Events of Default
that may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture.  In case an Event of
Default has occurred (that has not been cured or waived) and is known to a
Responsible Officer of the Trustee, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

       

      No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, its
own willful misconduct, its own recklessness or its own bad faith.

       

      SECTION
5.02.           Certain Rights of
Trustee. 
Subject to TIA Sections 315(a) through (d):

       

      (a)   the
Trustee may rely, and shall be protected in acting or refraining from acting,
upon any resolution, certificate, statement, instrument, facsimile transmission,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed, made or presented by the proper person,
and may accept and rely upon the same as conclusive evidence of the truth and
accuracy of the statements and opinions contained therein. The Trustee need not
investigate any fact or matter stated in any such document;


      
        
           


        

        
          -31-

          
            

          

        

        
           


        

      

       

      (b)  before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel, which shall conform to
Section 1.03.  The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such certificate or
opinion;

       

      (c)   the
Trustee may consult with counsel, and the written advice of such counsel shall
be full and complete authorization and protection with respect to any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon, and may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care;

       

      (d)  the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in complying with such request or direction;

       

      (e)  
the Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers or for
any action it takes or omits to take in accordance with the written direction of
the holders of a majority in principal amount of the Outstanding Securities
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture;

       

      (f)   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, in the absence of bad faith on its part, rely upon an Officers’
Certificate;

       

      (g)  
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 to examine the books,
records and premises of the Company personally or by agent or
attorney;

       

      (h)  the
Trustee shall not be required to take notice or be deemed to have notice of any
Default or Event of Default unless the Trustee be specifically notified of such
Default or Event of Default in writing by the Company or any Holder, and in the
absence of such notice the Trustee may conclusively assume that there is no
Default or event of Default; provided that if the Trustee
is acting as Paying Agent, the Trustee shall be required to take and be deemed
to have notice of its failure to receive payments of interest or principal
hereunder;

       

      (i)    the
Trustee shall have no responsibility with respect to any information in any
offering memorandum or other disclosure material distributed with respect to the
Securities, and the Trustee shall have no responsibility for compliance with
securities laws in connection with the issuance and sale, resale, transfer or
exchange of the Securities;


      
        
           


        

        
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      (j)    in
the event the Trustee shall receive inconsistent or conflicting requests and
security or indemnity from two or more groups of Holders, each representing at
least 25% (but less than 50%) of the aggregate principal amount of the
Securities then Outstanding, the Trustee shall act in accordance with
instructions received by the Holders of the greater percentage
thereof;

       

      (k)   except
as otherwise expressly provided by the provisions of this Indenture, the Trustee
shall not be obligated, and may not be required to give or furnish any notice,
demand, report, request, reply, statement, advice or opinion to any Holder or to
the Company or any other Person, and the Trustee shall not incur any liability
for its failure or refusal to give or furnish the same unless obligated or
required to do so by the express provisions hereof;

       

      (l)    the
Trustee shall not be 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

       

      (m)  any
permissive power or authority granted to the Trustee shall not be construed to
be a duty.

       

      SECTION
5.03.            Individual Rights of
Trustee. 
The Trustee, any Paying Agent, Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Company, its Subsidiaries
or its Affiliates with the same rights it would have if it were not the Trustee,
Paying Agent, Security Registrar or such other agent. Any registrar,
co-registrar, paying agent, conversion agent or authenticating agent may do the
same with like rights. However, upon qualification of this Indenture under the
TIA, the Trustee shall be subject to TIA Sections 310(b) and 311.

       

      SECTION
5.04.            Trustee’s
Disclaimer. 
The Trustee (i) makes no representation as to the validity or adequacy of
this Indenture, the Securities or the offering documents relating to the
Securities, (ii) shall not be accountable for the Company’s use or
application of the proceeds from the Securities and (iii) shall not be
responsible for any statement in the Securities other than its certificate of
authentication.

       

      SECTION
5.05.            Notice of Default. 
If any Event of Default occurs and is continuing and if a Responsible Officer of
the Trustee has actual knowledge of such Event of Default, the Trustee shall
mail to each holder in the manner and to the extent provided in TIA
Section 313(c) notice of the Event of Default within 90 days after it
occurs, unless such Event of Default has been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal
of (or premium, if any) or interest on any Security, the Trustee shall be
protected in withholding such notice if and so long as Responsible Officers of
the Trustee in good faith determine that the withholding of such notice is in
the interests of the Holders of the Securities.


      
        
           


        

        
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      SECTION
5.06.           Conflicting Interests of
Trustee. 
If the Trustee has or shall acquire a conflicting interest within the meaning of
the TIA, the Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the TIA
and this Indenture.

       

      SECTION
5.07.           Compensation and
Indemnity. 
The Company shall pay to the Trustee such compensation as shall be
agreed upon in writing for its services.  The compensation of the
Trustee shall not be limited by any law on compensation of a trustee of an
express trust.  The Company shall reimburse the Trustee upon request
for all reasonable out-of-pocket expenses, disbursements and advances incurred
or made by the Trustee in accordance with this Indenture.  Such
expenses shall include the reasonable compensation, expenses, disbursements and
advances of the Trustee’s agents and counsel.

       

      The
Company shall indemnify and hold harmless the Trustee and its directors, agents
and employees (including officers) (collectively the “Indemnitees”) against any and
all losses, liabilities, obligations, damages, penalties, fines, judgments,
actions, suits, proceedings, reasonable costs and expenses (including reasonable
fees and disbursements of counsel) of any kind whatsoever that may be incurred
by or imposed on the Indemnitees or any of them arising out of or in connection
with the acceptance or administration of the Trustee’s duties under this
Indenture; provided,
however, that the Company need not reimburse any expense or indemnify
against any loss, obligation, damage, penalty, fine, judgment, action, suit,
proceeding, reasonable cost or expense (including reasonable fees and
disbursements of counsel) of any kind whatsoever that may be incurred by
Indemnitees or any of them which results from the negligence or willful
misconduct of the Indemnitees or any of them.  The Trustee shall
notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder, unless the Company is
materially prejudiced thereby. The Company shall defend the claim, and the
Trustee shall cooperate in the defense.  Unless otherwise set forth
herein, the Indemnitees or any of them, may have separate counsel and the
Company shall pay the reasonable fees and expenses of such
counsel.  The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld. The provisions of
this Section 5.07 shall survive the termination of this Indenture and the
resignation or removal of the Trustee for any reason, including any termination
under any bankruptcy law.

       

      To secure
the Company’s payment obligations in this Section 5.07, the Trustee shall
have a lien prior to the Securities on all money or property held or collected
by the Trustee, in its capacity as Trustee, except money or property held in
trust to pay principal of, premium, if any, and interest on particular
Securities.

       

      If the
Trustee incurs expenses or renders services after the occurrence of an Event of
Default specified in Section 4.01(h) or Section 4.01(i), such expenses, and the
compensation due to the Trustee for such services, are intended to constitute
expenses of administration under Title 11 of the United States Bankruptcy Code
or any applicable federal or state law for the relief of
debtors.


      
        
           


        

        
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      SECTION
5.08.           Replacement of
Trustee.  A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 5.08.

       

      The
Trustee may resign at any time by so notifying the Company in writing at least
thirty days prior to the date of the proposed resignation.  The
Holders of a majority in principal amount of the Outstanding Securities may at
any time, by written notice to the Trustee and the Company, remove the Trustee
and, with the prior consent of the Company, appoint a successor
Trustee.  The Company may remove the Trustee
if:  (i) the Trustee is no longer eligible under
Section 5.10; (ii) the Trustee is adjudged a bankrupt or an insolvent;
(iii) a receiver or other public officer takes charge of the Trustee or its
property; or (iv) the Trustee becomes incapable of acting.

       

      If the
Trustee is removed without the concurrent appointment by the Holders of a
successor Trustee, if the Trustee resigns, or if a vacancy exists in the office
of Trustee for any other reason, the Company shall promptly appoint a successor
Trustee.  If no successor Trustee has delivered its written acceptance
required by the next succeeding paragraph of this Section 5.08 within
thirty days after the retiring Trustee delivers notice of its resignation or is
removed, or after the occurrence of a vacancy in the office of Trustee for any
other reason, the retiring Trustee, the Company or the Holders of a majority in
principal amount of the Outstanding Securities may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

       

      A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Immediately after the delivery
of such written acceptance, subject to the lien provided in Section 5.07,
(i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. A
successor Trustee shall mail notice of its succession to each
Holder.

       

      If the
Trustee is no longer eligible under Section 5.10, any Holder who satisfies
the requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

       

      The
Company shall give notice of any resignation and any removal of the Trustee and
each appointment of a successor Trustee to all Holders.  Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

       

      Notwithstanding
replacement of the Trustee pursuant to this Section 5.08, the Company’s
obligations under Section 5.07 shall continue for the benefit of the
retiring Trustee.

       

      SECTION
5.09.           Successor Trustee by Merger,
Etc. 
If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business (including the administration
of this Indenture) to, another corporation or national banking association, the
resulting, surviving or transferee corporation or national banking association,
without any further act, shall be the successor Trustee with the same effect as
if the successor Trustee had been named as the Trustee herein.


      
        
           


        

        
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      SECTION
5.10.           Eligibility. 
This Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1).  The Trustee (or the bank holding company to
which the Trustee is a member) shall have a combined capital and surplus of at
least $25 million as set forth in its most recent published annual report of
condition.

       

      SECTION
5.11.           Money Held in
Trust. 
Subject to the provisions of Section 9.03, all monies received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received.  The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree
with the Company.  Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

       

      SECTION
5.12.           Preferential Collection of
Claims. 
If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Securities under a supplemental indenture entered into in
accordance herewith), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of the claims against the Company
(or any such other obligor).

       

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

       

      ARTICLE
6

      Holders’
Lists And Reports By Trustee And Company

       

      SECTION
6.01.           Disclosure of Names and Addresses of
Holders. 
Every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that none of the Company, the Trustee, any Paying Agent
or any Security Registrar, shall be held accountable by reason of the disclosure
of any information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA
Section 312(b).


      
        
           


        

        
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      SECTION
6.02.           Reports by
Trustee. 
Within 60 days after October 15 of each year, commencing with the first
October 15 to occur after the qualification of this Indenture, the Trustee shall
transmit by mail to all Holders of Securities as provided in TIA
Section 313(c), if required by TIA Section 313(a), a brief report
dated as of such October 15.  A copy of each such report shall at
the time of such transmission to Holders be filed by the Trustee with the
Company.

       

      SECTION
6.03.           Reports by
Company. 
The Company shall:

       

      (a)   file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe) that
the Company may be required to file with the Commission pursuant to
Sections 13(a) or 13(b) or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to any of such Sections, then it shall file with the Trustee, in accordance with
rules and regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;

       

      (b)  file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations; and

       

      (c)  file
with the Trustee and the Commission, if applicable, and transmit by mail to the
Holders, within thirty days after the filing thereof with the Trustee, in the
manner and to the extent provided in TIA Section 313(c), such summaries of
any information, documents and reports required to be filed by the Company
pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission and sell
other information as may be required pursuant to the TIA, at the time and in the
manner provided pursuant to such Act.

       

      SECTION
6.04.           Company to Furnish Trustee Names and
Addresses of Holders.
 The
Company shall furnish or cause to be furnished to the Trustee:

       

      (i)    
semiannually, not later than 10 days after the Regular Record Date for the
payment of interest on the Securities, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such Regular
Record Date; and

       

      (ii)   
at such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished,


      
        
           


        

        
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      provided, however, that, so
long as the Trustee is the Security Registrar, no such list shall be required to
be furnished.

       

      (b)  The
Company shall provide the Trustee with at least thirty days’ prior notice of any
change in location of its principal executive offices or other principal place
of business.

       

      ARTICLE
7

      Consolidation,
Merger, Sale, Lease Or Conveyance

       

      SECTION
7.01.           Consolidations and Mergers of
Company and Sales, Leases and Conveyances Permitted Subject to Certain
Conditions. 
The Company may consolidate with, or sell, lease, transfer, convey or otherwise
dispose of all or substantially all of its assets to, or merge with or into any
other Person; provided however, that in any such case, (1) either the Company
shall be the continuing corporation, or the Person (if other than the Company)
formed by such consolidation or into which the Company is merged or the Person
(if other than a Subsidiary of the Company) that acquires or leases the
Company’s assets substantially as an entirety is a corporation, partnership,
limited liability company or trust organized and existing under the laws of any
United States jurisdiction and expressly assumes the due and punctual payment of
the principal of (and premium, if any) and any interest payable pursuant to this
Indenture on all of the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company and shall have provided for
conversion rights, as appropriately adjusted, if applicable, in accordance with
the provisions of Article 12 hereof, by supplemental indenture, complying
with Article 8 hereof, satisfactory to the Trustee, executed and delivered
to the Trustee by such corporation and (2) immediately after giving effect to
such transaction, no Default or Event of Default, shall have occurred and be
continuing.  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), 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.

       

      SECTION
7.02.           Rights and Duties of Successor
Corporation. 
In case of any such consolidation, merger, sale, lease, conveyance or other
disposition and upon any such assumption by the successor Person, such successor
Person shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the party of the first part, and the
predecessor corporation, except in the event of a lease, shall be relieved of
any further obligation under this Indenture and the Securities. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of the Company, any or all of the Securities issuable hereunder that
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person, instead of the Company,
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities that
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Securities that such successor Person
thereafter shall cause to be signed and delivered to the Trustee for that
purpose.  All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution
hereof.


      
        
           


        

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

       

      SECTION
7.03.           Officers’ Certificate and Opinion of
Counsel. 
Any consolidation, merger, sale, lease, transfer,
conveyance or other disposition permitted under Section 7.01 is also
subject to the condition that the Trustee receive an Officers’ Certificate and
an Opinion of Counsel to the effect that any such consolidation, merger, sale,
lease, transfer, conveyance or other disposition complies with the provisions of
this Article.  Such opinion of counsel shall state that any
supplemental indenture executed and delivered by a successor Person pursuant to
this Article 7 constitutes the legal, valid and binding obligation of such
successor Person, subject to customary exceptions.

       

      ARTICLE
8

      Supplemental
Indentures

       

      SECTION
8.01.           Supplemental Indentures Without
Consent of Holders. 
Without the consent of any Holders of Securities, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

       

      (a)   to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company contained herein and the
Securities issued hereunder;

       

      (b)  to
add to the covenants of the Company for the equal and ratable benefit of the
Holders or to surrender any right, power or option herein conferred upon the
Company;

       

      (c)   to
add any Events of Default for the benefit of the Holders proposed by the Company
in a Company Request and, in respect of any such additional Event of Default,
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such Event of
Default, or may limit the remedies available to the Trustee upon such Event of
Default or limit the right of the Holders of a majority in aggregate principal
amount of those Securities to which such additional Events of Default apply to
waive such default, all as set forth in the Company Request;


      
        
           


        

        
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      (d)  to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee;

       

      (e)   to
cure any ambiguity or to correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein; provided such provisions
shall not adversely affect the interests of the Holders of Securities in any
material respect;

       

      (f)   to
make any change that does not adversely affect the rights of any Holder of
Securities or to surrender any right, power or option conferred on the Company
hereunder; or

       

      (g)  to
make any change to comply with any requirement of the Commission in connection
with the qualification of the Indenture under TIA; or

       

      (h)  
to provide for the issuance of uncertificated Securities in addition to or in
place of certificated Securities; provided, however that the
uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Internal Revenue Code of 1986.

       

      The
Company and the Trustee may not enter into a supplemental indenture pursuant to
this Section 8.01 if such supplemental indenture modifies in any respect any
Event of Default relating to any covenant in this Indenture in effect
immediately prior to the time such supplemental indenture becomes
effective.

       

      SECTION
8.02.           Supplemental Indentures with Consent
of Holders. 
With the consent of the Holders of not less than a majority in principal amount
of the Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected
thereby:

       

      (a)   reduce,
or alter the manner of payment of, the principal amount, Repurchase Price or
Redemption Price with respect to any Security, or extend the Stated Maturity of
any Security or alter the manner of payment or rate of interest on any Security
or make any Security (including any Redemption Price or Repurchase Price in
respect of such Security) payable in money or securities other than that stated
in the Security;

       

      (b)  reduce
the percentage in principal amount of the Outstanding Securities the consent of
whose Holders is required for any such supplemental indenture or the consent of
whose Holders is required for any waiver with respect to Securities (or for any
waiver of compliance with certain provisions of this Indenture or certain
Defaults or Events of Default and their consequences);


      
        
           


        

        
          -40-

          
            

          

        

        
           


        

      

       

    

    (c)    make
any change that adversely affects the right to convert any
Security;

     

    (d)    modify
the provisions of the Indenture relating to the ranking of the Securities in a
manner adverse to the Holders of the Securities; or

     

    (e)    impair
the right to institute suit for the enforcement of any payment with respect to,
or conversion of, the Securities.

     

    It shall
not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

     

    SECTION
8.03.          Execution of Supplemental
Indenture. 
In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Article 5) shall be fully protected in relying upon, an Opinion
of Counsel stating that (i) the execution of such supplemental indenture is
authorized or permitted by this Indenture, (ii) all conditions precedent to its
execution and delivery have been complied with, and (iii) such supplemental
indenture constitutes the valid and binding obligation of the
Company.  The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.

     

    SECTION
8.04.          Effect of Supplemental
Indentures. 
Upon the execution of any supplemental indenture under this Article, 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.

     

    SECTION
8.05.          Conformity with Trust Indenture
Act. 
Every supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.

     

    SECTION
8.06.          Reference in Securities to
Supplemental Indentures. 
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article 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 Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.


    
      
         


      

      
        -41-

        
          

        

      

      
         


      

    

     

    ARTICLE
9

    Covenants

     

    SECTION
9.01.          Payment of Principal, Premium, If
Any, and Interest. 
The Company covenants and agrees for the benefit of the Holders of Securities
that it shall duly and punctually pay the principal of (and premium, if any),
interest on, and any Repurchase Price, Redemption Price, Make-Whole Premium and
Additional Interest Payment with respect to, the Securities in accordance with
the terms of the Securities and this Indenture.  Subject to Section
10.01(a), all payments of principal with respect to any Security may be paid by
check to the registered Holder of the Security or other Person entitled
thereto.  The conversion of any Securities pursuant to Article 12
hereof  (including pursuant to an Installment Conversion in accordance
with, and subject to the terms and conditions of, Section 10.01(a)), together
with the making of any cash payments required to be made in accordance with the
terms of the Securities and this Indenture, shall satisfy the Company’s
obligations under this Section 9.01 with respect to such
Securities.

     

    SECTION
9.02.          Maintenance of Office or
Agency. 
The Company shall maintain a Place of Payment for the Securities in the Borough
of Manhattan, The City of New York, which shall be an office or agency where the
Securities may be presented or surrendered for payment or conversion, exchange
or redemption, where the Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served.  The
Company initially designates U.S. Bank National Association, at 100 Wall Street,
Suite 1600, New York, N.Y. 10005 as such an office or agency of the Company,
unless and until the Company shall designate and maintain some other office or
agency for one or more of such purposes.  The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

     

    The
Company may from time to time designate one or more other offices or agencies
(in or outside of The City of New York) where the Securities may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided,
however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in
accordance with the requirements set forth above for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency.

     

    SECTION
9.03.          Money for Securities Payments to Be
Held in Trust. 
If the Company shall at any time act as its own Paying Agent with respect to any
Securities, it shall, on or before each due date of the principal of (and
premium, if any), or interest on, the Securities, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum (in cash or shares of
Common Stock, as provided for herein) sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and shall promptly
notify the Trustee of its action or failure so to act.

     

    
      
        
        

      

      
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    Whenever
the Company shall have one or more Paying Agents for the Securities, it shall,
before each due date of the principal of (and premium, if any), or interest on,
the Securities, deposit with a Paying Agent a sum (in cash or shares of Common
Stock, as provided for herein) sufficient to pay the
principal (and premium, if any) or interest, so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal, premium
or interest and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee of its action or failure so to act.

     

    The
Company shall cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument pursuant to which such Paying Agent shall
agree with the Trustee, subject to the provisions of this Section, that such
Paying Agent shall:

     

    (a)    hold
all sums (in cash or shares of Common Stock, as provided for herein) held by it for the
payment of principal of (and premium, if any) or interest on the Securities, in
trust for the benefit of the Persons entitled thereto, until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;

     

    (b)    give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities under a supplemental indenture entered into in accordance herewith)
in the making of any such payment of principal (and premium, if any) or
interest; and

     

    (c)    at
any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums (in cash or shares of Common
Stock, as provided for herein) so held in trust by
such Paying Agent.

     

    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums (in cash or shares of
Common Stock, as provided for herein) held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
sums.

     

    Any money
(or shares of Common Stock ) deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security and remaining unclaimed for one
year after such principal (and premium, if any) or interest has become due and
payable shall be paid or returned to the Company upon Company Request or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment of such principal of (and premium, if any) or interest
on any Security, without interest thereon, and all liability of the Trustee or
such Paying Agent with respect to such trust money (or shares of Common Stock),
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper, notice that such money (or shares of Common Stock) remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money )
or shares of Common Stock) then remaining shall be repaid to the
Company.

     

    
      
        
        

      

      
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    SECTION
9.04.          Existence. 
Subject to Article 7, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect the corporate existence
of the Company and its Subsidiaries, and their respective rights (charter and
statutory) and franchises, except to the extent that the Board of Directors
shall determine that the failure to do so would not have a material adverse
effect on the business, assets, financial condition or results of operation of
the Company (a “Material
Adverse Effect”); provided, however, that the Company shall not be
required to preserve any right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Holders.

     

    SECTION
9.05.          Payment of Taxes and Other
Claims. 
The Company shall pay or discharge, or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the
income, profits or property of the Company or any Subsidiary, and (2) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary and have a
Material Adverse Effect; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim, the amount, applicability or validity of which is
being contested in good faith by appropriate proceedings.

     

    SECTION
9.06.          No Senior Debt.  The
Company shall not, and shall not permit any of its Subsidiaries to incur, assume
or suffer to exist, any indebtedness for money borrowed that will be senior or
pari passu to the Securities; provided, however, that the Company may obtain and
maintain a line of credit from a financial institution having assets of not less
than $200,000,000 in an amount up to $5,000,000, to use for working
capital.

     

    SECTION
9.07.          Statement as to Compliance; Notice
of Default. 
The Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, a certificate from the Company’s Chief Executive
Officer, Chief Financial Officer or principal accounting officer as to his or
her knowledge of the Company’s compliance with all terms, conditions and
provisions under this Indenture and, in the event of any noncompliance,
specifying such noncompliance and the nature and status thereof.  As
of the date hereof, the Company’s fiscal year ends on
December 31.  For purposes of this Section 9.06, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.  The Company, within five
Business Days of becoming aware of the occurrence of any Default or Event of
Default, shall deliver written notice to the Trustee of the occurrence
thereof.

     

    
      
        
        

      

      
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    SECTION
9.08.          Waiver of Certain
Covenants.   The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Section 9.04 or 9.05 if, before the time for such
compliance, the Holders of at least a majority in principal amount of the
Outstanding Securities, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such covenant or condition, but
no such waiver shall extend to or affect such covenant or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and
effect.

     

    ARTICLE
10

    Redemption
Of Securities

     

    SECTION
10.01.        Redemption by the
Company.

     

    (a)    On
each Installment Date, the Company shall redeem the applicable Installment
Amount with respect to each Holder’s Securities at the Redemption Price (a
“Mandatory
Redemption”).  For avoidance of doubt, the redemption price for
a Mandatory Redemption shall not include accrued and unpaid interest, and shall
consist solely of the Installment Amount due and payable on such Installment
Date.

     

    (b)    In
addition to as provided in Section 10.01(a), the Securities may be redeemed at
the election of the Company, as a whole or from time to time in part and prior
to maturity (an “Optional
Redemption”), upon notice as set forth in Section 10.04, at a redemption
price (the “Redemption
Price”) of 100% of the principal amount so redeemed, together with all
accrued and unpaid interest on such Securities, up to but not including the date
fixed for redemption; provided, however, that the
Securities will not be so redeemable during such period unless the Closing Price
per share of Common Stock exceeds 150% of the Conversion Price for at least
twenty (20) Trading Days within a period of 30 consecutive Trading Days ending
within five Trading Days immediately preceding the aforesaid notice to
Holders.


    
      
         


      

      
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    (c)    Notwithstanding
the foregoing or anything to the contrary contained herein, the redemption price
in respect of any Mandatory Redemption of any Holder’s Securities pursuant to
Section 10.01(a) may be paid, at the Company’s option but only if the Company
complies with the requirements of this Section 10.01(c) (including satisfaction
of the Conditions to Installment Conversion or waiver in writing by the
applicable Holder) by converting the applicable Installment Amount into fully
paid and nonassessable shares of Common Stock on the Installment Date pursuant
to Article 12, but without the Holders being required to deliver a notice of
conversion, make any payment or otherwise comply with any requirements of
Section 12.02 (an “Installment
Conversion”).  The Company shall contemporaneously, on such
Installment Date, pay in cash as provided pursuant to Section 3.06, all accrued
and unpaid interest on such Holder’s Securities up to and including such
Installment Date (including in the case of a Partial Installment Conversion (as
defined below)).  The Company shall deliver to the Trustee and the
Holders written notice of its intention to pay the Redemption Price by an
Installment Conversion (an “Installment Conversion
Notice”), accompanied by a certificate signed by the Chief Executive
Officer or Chief Financial Officer of the Company to the effect that the
Conditions to Installment Conversion are satisfied as of the Installment
Conversion Notice Date (as defined below), not more than twenty (20) nor fewer
than fifteen (15) Trading Days preceding the applicable Installment Date (the
date of delivery of such notice and certificate, the “Installment Conversion Notice
Date”).  An Installment Conversion Notice shall be irrevocable
by the Company.  The Company shall not pay the Redemption Price with
respect to any Mandatory Redemption on any Installment Date by Installment
Conversion unless the Company takes the same action with respect to the entire
Installment Amount redeemable on such Installment Date of each of the
outstanding Securities.  If at any time after the Company delivers an
Installment Conversion Notice Date through (and including) the applicable
Installment Date, one or more of the Conditions to Installment Conversion is no
longer satisfied (a “Subsequent
Condition Failure”), the Company shall immediately notify the Trustee and
each Holder that the Conditions to Installment Conversion are no longer
satisfied.  Notwithstanding anything to the contrary contained herein,
if any of the Conditions to Installment Conversion are not satisfied (or waived
in writing by the applicable Holder) on the Installment Date, the Installment
Conversion shall not be effected, and the Company shall redeem the applicable
Installment Amount by payment of the Redemption Price in cash in accordance with
the provisions in this Article 10; provided, however, that if the Volume
Condition is the only Condition to Installment Conversion not satisfied and not
waived by all of the applicable Holders, the Company may, at its option (but
only if the Company complies with the requirements of this Section 10.01(c)),
pay the applicable Installment Amount to each Holder on the Installment Date by
(i) converting into fully paid and nonassessable shares of Common Stock that
portion of such Installment Amount the conversion of which at the applicable
Conversion Rate would result in the issuance to such Holder on the Installment
Date of a number of shares of Common Stock equal to the product of such Holder’s
Allocation Percentage, multiplied by the applicable Volume Amount (such
conversion otherwise being subject to the terms and conditions of this Section
10.01(c)) and (ii) redeeming the remainder of such Installment Amount in cash in
accordance with this Article 10 (a “Partial Installment
Conversion”).  For avoidance of doubt, the Company and the
Trustee acknowledge and agree that (I) the aggregate number of shares of Common
Stock that may be issued with respect to all Mandatory Installment Conversions
on any Installment Date pursuant to Partial Installment Conversions shall not
exceed the applicable Volume Amount, and (II) the Company shall not elect or
effect a Partial Installment with respect to any Securities held by any Holder
unless it makes the same  election, and consummates Partial
Installment Conversions, with respect to all of the outstanding Securities held
by all of the Holders. In order to elect a Partial Installment Conversion, the
Installment Conversion Notice delivered to each Holder and the Trustee must
specify (A) that, if the Volume Condition is not satisfied, the Company is
electing to effect Partial Installment Conversions, (B) the applicable Volume
Amount, and (C) the maximum number of shares of Common Stock issuable to such
Holder on the applicable Installment Date pursuant to a Partial Installment
Conversion (which shall equal the product of such Holder’s Allocation Percentage
multiplied by the applicable Volume Amount). In the event of any Installment
Conversion (including any Partial Installment Conversion), on the Trading Day
immediately preceding the applicable Installment Date, the Company shall deliver
to the Trustee and each Holder a written notice specifying, (X) the portion of
such Holder’s Installment Amount to be converted in accordance herewith and
subject to the terms and conditions hereof (which, except in the case of a
Partial Installment Conversion, shall be the entire such Installment Amount),
and the number of shares of Common Stock to be issued to such Holder pursuant to
such conversion at the applicable Conversion Rate, and (Y) in the case of a
Partial Installment Conversion, the portion of such Installment Amount to be
redeemed (which must represent the portion not being converted), and the Trustee
shall rely upon such information for purposes hereof.


    
      
         


      

      
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    SECTION
10.02.        Election to Redeem; Notice to
Trustee. 
The election of the Company to redeem any Securities pursuant to Section
10.01(b) shall be evidenced by a Board Resolution. In case of any redemption at
the election of the Company of all or any part of the Securities pursuant to
Section 10.01(b), the Company shall, at least 15 days prior to the giving of the
notice of redemption in Section 10.04 to the Holders (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of the Redemption Date
and of the principal amount of Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with all such restrictions.

     

    SECTION
10.03.        Selection by Trustee of Securities
to Be Redeemed. 
If less than all the Securities are to be redeemed pursuant to Section 10.01(b),
the particular Securities to be redeemed shall be selected not more than 60 days
and not less than 30 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities not previously called for redemption on a pro rata
basis.

     

    If any
Security selected for partial redemption pursuant to Section 10.01(b) 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, solely for purposes of determining the aggregate principal
amount of the Securities to be redeemed, to be the portion selected for
redemption (provided,
however, that the Holder of such Security so converted and deemed
redeemed shall not be entitled to any interest payment as a result of such
deemed redemption except for such interest payment as such Holder would have
otherwise been entitled to receive upon conversion of such Security). Securities
that have been converted during a selection of Securities to be redeemed
pursuant to Section 10.01(b) may be treated by the Trustee as Outstanding for
the purpose of such selection.

     

    Securities
in denominations of $1,000 may only be redeemed in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than
$1,000.

     

    The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption pursuant to
Section 10.01(b) and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     

    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be
redeemed.

     

    
      
        
        

      

      
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    SECTION
10.04.        Notice of
Redemption. 
Notice of redemption pursuant to Section 10.01(b) shall be given in the manner
provided in Section 1.07, at least 30 days, but not more than 60 days,
prior to the Redemption Date; provided, that failure to give such notice in the
manner herein provided to the Holder of any Security designated for redemption
as a whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other such
Security or portion thereof.  No notice of redemption shall be
required to be given pursuant to Section 10.01(a), except in the event the
Company chooses to make the Mandatory Redemption pursuant to an Installment
Conversion as provided in Section 10.01(c).

     

    All
notices of redemption pursuant to Section 10.01(b) shall state:

     

    (a)    the
Redemption Date;

     

    (b)    the
Redemption Price;

     

    (c)    [Reserved];

     

    (d)    if
less than all Outstanding Securities are to be redeemed, the identification
(and, in the case of partial redemption, the principal amount) of the particular
Securities to be redeemed;

     

    (e)    if
any Security is to be redeemed in part only, the portion of the principal amount
of such Security to be redeemed, and the notice that relates to such Security
shall state that on and after the Redemption Date, upon surrender of such
Security, the holder shall receive, without a charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed;

     

    (f)     [Reserved];

     

    (g)    that
on the Redemption Date, the Redemption Price shall become due and payable upon
each such Security, or the portion thereof, to be redeemed and, if applicable,
that interest thereon shall cease to accrue on and after said date;

     

    (h)    the
Place or Places of Payment where such Securities are to be surrendered for
payment of the Redemption Price;

     

    (i)     that
Securities called for redemption must be presented and surrendered to the Paying
Agent to collect the redemption price;

     

    (j)     the
then current Conversion Price;

     

    (k)    that
the Securities called for redemption may be converted at any time before the
close of business on the last Business Day prior to the Redemption
Date;

     

    (l)     the
CUSIP number of such Security, if any; and

     

    (m)   that
a Holder of Securities who desires to convert Securities must satisfy the
requirements for conversion contained in such Securities.

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    Notice of
redemption of Securities to be redeemed shall be given by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the
Company.

     

    SECTION
10.05.        Deposit of Redemption
Price. 
Not later than 11:00 a.m. New York City time on the Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 9.03) an amount of money sufficient to pay, on the Redemption Date,
the Redemption Price of all the Securities or portions thereof that are to be
redeemed on that date, other than Securities or portions thereof called for
redemption on that date that have been delivered by the Company to the Trustee
for cancellation or have been converted.  Upon written request, the
Trustee or the Paying Agent, as the case may be, shall return to the Company no
later than 5 Business Days after such request any money not required to pay such
Redemption Price.

     

    SECTION
10.06.        Securities Payable on Redemption
Date. 
Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price) such Securities shall cease to
bear interest. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption
Price.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the Redemption Price, shall, until paid, bear interest from the
Redemption Date at the rate borne by the Security and such Security shall remain
convertible into Common Stock until the Redemption Price, and any such accrued
interest, shall have been paid or duly provided for.

     

    SECTION
10.07.        Securities Redeemed in
Part.   If
any Security that is to be redeemed only in part (pursuant to the provisions of
this Article) is surrendered at a Place of Payment therefor (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 his 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 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 of
the Security so surrendered.

     

    ARTICLE
11

    Repurchase
At Option Of Holders Upon Change In Control

     

    SECTION
11.01.        Right to Require
Repurchase. 
In the event that a Change in Control shall occur, each Holder shall have the
right, at the Holder’s option, to require the Company to repurchase all of such
Holder’s Securities, or any portion of the principal amount thereof that is an
integral multiple of $1,000 (provided that no single Security may be repurchased
in part unless the portion of the principal amount of such Security to be
outstanding after such repurchase is equal to $1,000 or an integral multiple of
$1,000), on the date (the “Repurchase Date”) that is
forty-five (45) Business Days after the date of the occurrence of a Change in
Control at a purchase price equal to 100% of the principal amount plus interest)
accrued and unpaid to the Repurchase Date (the “Repurchase
Price”).  The Repurchase Price shall be paid in
cash.

     

    
      
        
        

      

      
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    SECTION
11.02.        Notices; Method of Exercising
Repurchase Right, Etc. (a) Unless
the Company shall have theretofore called for redemption all of the Outstanding
Securities, on or before the date that is 30 Business Days after the occurrence
of a Change in Control, the Company shall give notice to all Holders of
Outstanding Securities and to the Trustee (the “Company Notice”) of the
occurrence of the Change in Control and of the repurchase right set forth herein
arising as a result thereof.

     

    Each
Company Notice shall state:

     

    (i)           the
date of such Change in Control and, briefly, the events causing such Change in
Control;

     

    (ii)          the
date by which the Change in Control Purchase Notice (as defined below) must be
delivered;

     

    (iii)         the
Repurchase Date;

     

    (iv)         the
Repurchase Price;

     

    (v)          a
description of the procedure that a Holder must follow to exercise a repurchase
right;

     

    (vi)         the
procedures for withdrawing a Change in Control Purchase Notice;

     

    (vii)        the
place or places where such Securities are to be surrendered for payment of the
Repurchase Price or for conversion;

     

    (viii)       briefly,
the conversion rights of Holders of Securities;

     

    (ix)         the
Conversion Rate and any adjustments thereto; and

     

    (x)           that
Holders who want to convert Securities must satisfy the requirements set forth
in the Securities.

     

    Promptly
after giving the Company Notice to the Holders of Outstanding Securities and to
the Trustee, the Company shall cause a copy of the Company Notice to be
published in The Wall Street Journal or another daily newspaper of national
circulation and will also post such notice on the Company’s
website.

     

    (b)  [Intentionally
Omitted]

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    (c) To
exercise a repurchase right, a Holder must deliver to the Trustee or at the
office or agency maintained by the Company for such purpose in the Borough of
Manhattan, The City of New York pursuant to Section 9.02, prior to the close of
business on or before the Repurchase Date, (i) written notice of the
Holder’s exercise of such right (the “Change in Control Purchase
Notice”), which notice shall set forth (A) the name of the Holder, (B)
the certificate numbers of the Securities with respect to which the repurchase
right is being exercised, (C) the principal amount of the Securities to be
repurchased (and, if any Security is to be repurchased in part, the portion of
the principal amount thereof to be repurchased, which shall be in integral
multiples of $1,000) and (D) a statement that an election to exercise the
repurchase right is being made thereby pursuant to the applicable provisions of
the Securities and (ii) surrender the Securities subject to the Change in
Control Purchase Notice.

     

    (d) On
or prior to the Repurchase Date the Company shall deposit with the Trustee or
with the Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 9.03) an amount of money
sufficient to pay the Repurchase Price of the Securities that are to be repaid
on the Repurchase Date.  On the Repurchase Date, the Trustee, a Paying
Agent (or, if the Company is acting as its own Paying Agent, the Company) shall
repurchase all such Securities validly tendered prior to such date.

     

    In the
event that a Holder has previously delivered a Change in Control Purchase
Notice, but failed to surrender the Security with respect to which such Change
in Control Purchase Notice relates, then so long as the Trustee or the Paying
Agent holds (or, if the Company is acting as its own Paying Agent, the Company
segregates and holds in trust as provided in Section 9.03) money sufficient
to pay the Repurchase Price in respect of such Security, then such Security
shall cease to be Outstanding for the purposes of this Indenture on the
Repurchase Date and all rights of the Holder thereof other than the right to
receive the Repurchase Price shall terminate.

     

    (e)  All
Securities delivered for repurchase shall be delivered to the Trustee to be
canceled in accordance with the provisions of Section 3.08.

     

    (f)   If
any Security (or portion thereof) surrendered for repurchase shall not have been
repurchased on the Business Day following the Repurchase Date, the Repurchase
Price in respect of such Security shall, until paid, bear interest from the
Business Day following the Repurchase Date at the rate borne by the Security and
such Security shall remain convertible into Common Stock until the Repurchase
Price and any such accrued interest shall have been paid or duly provided
for.

     

    (g)  Any
Security that is to be repurchased only in part shall be surrendered to the
Trustee or any such Paying Agent (or if the Company is acting as its own Paying
Agent, the Company) and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities, containing identical terms and conditions, each in
an authorized denomination in aggregate principal amount equal to and in
exchange for the portion of the principal of the Security so surrendered that
was not repurchased.

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    (h) Any
Holder that has delivered a Change in Control Purchase Notice shall have the
right to withdraw such notice by delivery of a written notice of withdrawal to
the Trustee or any such Paying Agent prior to the close of business on the
Repurchase Date.  The notice of withdrawal shall state the principal
amount and the certificate numbers of the Securities as to which the withdrawal
notice relates and the principal amount, if any, that remains subject to the
Change in Control Purchase Notice.  A Security in respect of which a
Holder has exercised its right to require repurchase upon a Change in Control
may thereafter be converted into Common Stock only if, and at such time as, such
Holder withdraws its Change in Control Purchase Notice in accordance with the
preceding sentence.

     

    (i)   [Intentionally
Omitted]

     

    (j)   [Intentionally
Omitted]

     

    (k)  [Intentionally
Omitted]

     

    (l)   Notwithstanding
anything to the contrary in this Section 11.02, the Company shall not be
required to give the Company Notice following the occurrence of a Change in
Control if, in the manner, at the time and otherwise in compliance with the
requirements set forth herein regarding the Company’s obligation to offer to
repurchase the Outstanding Securities following the occurrence of a Change in
Control, (A) another Person makes an offer to repurchase the Outstanding
Securities by giving a notice containing the information set forth in clauses
(i) through (x) of Section 11.02 (a) to the Holders of all Outstanding
Securities and to the Trustee, (B) such Person repurchases all Outstanding
Securities validly tendered and not withdrawn, and (C) such Person makes
all payments with respect thereto.  This Section 11.02(l) shall
not relieve the Company of any of its obligations under this Indenture or any
Security; provided,
however, that if another Person makes the offer to repurchase Outstanding
Securities as set forth in this Section, the Company shall not be obligated to
give the Company Notice.

     

    (m) Absent,
and except to the extent of, the Trustee’s receipt of a Company Notice of a
Change in Control, the Trustee shall not be under any duty to determine or
monitor whether a Change in Control has occurred, from time to
time.

     

    SECTION
11.03.        Certain
Definitions. 
For purposes of this Article 11:

     

    (a)   the
terms “beneficial owner”
and “beneficial
ownership” shall be determined in accordance with Rules 13d-3 and 13d-5
promulgated by the Commission pursuant to the Exchange Act, except that a Person shall be
deemed to have “beneficial ownership” of all securities that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time; and

     

    (b)   the
term “Person” shall
include any syndicate or group that would be deemed to be a “person” under
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

     

    SECTION
11.04.       Change in Control.  A
“Change in Control”
shall be deemed to have occurred at such time after the original issuance of the
Securities as:

     

    (a)    any
Person acquires the beneficial ownership, directly or indirectly, through a
purchase, merger or other acquisition transaction (other than a transaction
described in (b) below), of more than 50% of the total voting power of the total
outstanding voting stock of the Company other than an acquisition by the
Company, any of its Subsidiaries or any of its employee benefit
plans;

     

    (b)    the
Company shall consolidate with, or merge with or into, another Person or convey,
transfer, lease or otherwise dispose of all or substantially all of its assets
to any Person, or any Person consolidates with or merges with or into the
Company, in any such event pursuant to a transaction in which the Company’s
outstanding voting stock is converted into or exchanged for cash, securities or
other property, other than any such transactions where:

     

    (i)    the
Company’s voting stock is not converted or exchanged at all (except to the
extent necessary to reflect a change in the Company’s jurisdiction of
incorporation) or is converted into or exchanged for voting stock (other than
Redeemable Capital Stock) of the surviving or transferee corporation,
and

     

    (ii)   immediately
after such transaction, no Person, other than one or more Persons who were the
beneficial owner, directly or indirectly, of more than 50% of the total voting
power of all of the Company’s voting stock immediately before such transaction,
is the beneficial owner, directly or indirectly, of more than 50% of the total
outstanding voting stock of the surviving or transferee
corporation;

     

    (c)    during
any consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors (but not a committee thereof), together
with any new directors whose election to such Board of Directors (but not a
committee thereof), or whose nomination for election by the Company’s
stockholders, was approved  by a vote of a majority of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved cease
for any reason to constitute a majority of the Board of Directors (but not a
committee thereof) then in office;

     

    (d)    a
special resolution is passed by the Company’s stockholders approving a plan of
liquidation or dissolution of the Company (other than in a transaction that
complies with the provisions described in Article 7), and no additional
approvals of the Company’s stockholders are required under applicable law to
cause such a liquidation or dissolution; or

     

    (e)     there
shall occur a Termination of Trading.

     

    “Redeemable Capital Stock”
means any class or series of capital stock that, either by its terms, by the
terms of any security into which it is convertible or exchangeable or by
contract or otherwise, is, or upon the happening of an event or passage of time
would be, required to be redeemed prior to the Stated Maturity of the Securities
or is redeemable at the option of the holder thereof at any time prior to such
Stated Maturity, or is convertible into or exchangeable for debt securities at
any time prior to such Stated Maturity; provided, however, that
Redeemable Capital Stock shall not include any Common Stock which the holder may
cause the Company to repurchase or redeem upon termination of such holder’s
employment.

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
12

    Conversion

     

    SECTION
12.01.       Conversion Privilege, Conversion
Rate and Conversion Price. 
Subject to and upon compliance with the provisions of this Article 12, at
the option of the Holder thereof, any Security or any portion of the principal
amount thereof that is $1,000 or an integral multiple of $1,000 may be converted
at any time after original issuance thereof through the close of business on
September 30, 2011 into that number of fully paid and non-assessable shares of
Common Stock obtained by multiplying the Conversion Rate then in effect by each
$1,000 principal amount of Securities surrendered for conversion.  In
case a Security or portion thereof has previously been called for redemption at
the election of the Company, such conversion right in respect of the Security or
portion so called shall expire at the close of business, New York City time, on
the last Business Day prior to the Redemption Date, unless the Company defaults
in making the payment due upon redemption.  A Security in respect of
which a Holder has delivered a Change in Control Purchase Notice (as defined in
Article 11 hereof) exercising the option of such Holder to require the
Company to purchase such Security may be converted only if such notice and the
Security is withdrawn by a written notice of withdrawal delivered by the Holder
to the Trustee or any Paying Agent prior to the close of business on the
Repurchase Date, in accordance with the terms of this Indenture.

     

    The price
at which shares of Common Stock shall be delivered upon conversion of any
Security (herein called the “Conversion Price”) shall be
initially $0.90 per share of Common Stock, which is equal to a conversion rate
of 1,111.1111 shares per $1,000 principal amount of the Securities (the “Conversion
Rate”).  The Conversion Rate shall be adjusted in certain
instances as provided in Section 12.04 and, in every instance in which an
adjustment is made to the Conversion Rate, a corresponding adjustment shall be
made to the Conversion Price.  The adjusted Conversion Price shall
equal at any time 1,000 divided by the then adjusted Conversion
Rate.  Notwithstanding the foregoing, the Conversion Price for
purposes of any Installment Conversion in accordance with Section 10.01(a) shall
be the lesser of (a) the Conversion Price otherwise in effect on the applicable
Installment Date and (b) 90% of the arithmetic average of the Volume-Weighted
Average Price on each of the ten (10) consecutive Trading Days ending on and
including the second Trading Day immediately preceding the applicable
Installment Date (the lesser of (a) and (b) being referred to as the “Applicable Installment Conversion
Price”), and the “Conversion Rate” for purposes of such Installment
Conversion shall be the quotient of $1,000 divided by the Applicable Installment
Conversion Price.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

     

    In the
case of a Change in Control that the Company knows or reasonably should know
will occur, the Company will notify the Holders and Trustee in writing at least
15 Trading Days prior to the date on which such Change in Control becomes
effective (provided that the Company shall make public disclosure thereof prior
to or contemporaneously with such notification to the Holders).  If
the Company does not know, and should not reasonably know, that a Change in
Control will occur until a date that is within 15 Trading Days before the
anticipated Effective Date (as defined below) or other applicable event, the
Company will notify the Holders and the Trustee in writing as promptly as
practicable after the Company has knowledge of such Change in Control or such
other event (provided that the Company shall make public disclosure thereof
prior to or contemporaneously with such notification to the
Holders).

     

    If a
Holder elects to convert its Securities in connection with a corporate
transaction that constitutes a Change in Control at any time on or prior to July
6, 2011, pursuant to which 10% or more of the consideration for the Common Stock
(other than cash payments for fractional shares and cash payments made in
respect of dissenters’ appraisal rights) in such transaction consists of cash or
securities (or other property) that are not traded or scheduled to be traded
immediately following such transaction on a U.S. national securities exchange or
an established over-the-counter trading market in the United States (a “Non-Stock Change in Control”),
then, in addition to the Common Stock such Holder is entitled to receive upon
such conversion, the Company will pay a make-whole premium (the “Make-Whole Premium”) in cash to such Holders,
which Make-Whole Premium shall be due and payable in accordance with Section
12.02 of this Indenture; provided that if the Share Price in such transaction is
less than U.S. $0.90 (subject to adjustment as described below), no Make-Whole
Premium shall be paid by the Company.  For the avoidance of doubt, the
Make-Whole Premium provided for in this Section 12.01 shall only be paid with
respect to the Securities being converted in connection with such Non-Stock
Change in Control and shall not be effective as to any Securities not so
converted.

     

    The
Make-Whole Premium will be expressed as a percentage of the principal amount of
the Securities and will be determined by the Company by reference to the table
below, based on the date the Non-Stock Change in Control becomes effective (the
“Effective Date”) and
the share price paid per share of Common Stock in the corporate transaction (the
“Share Price”); provided that if holders of
the Common Stock receive only cash in such corporate transaction, the Share
Price shall be the cash amount paid per share. Otherwise, the Share Price will
be the average of the Closing Price on the five Trading Days prior to but not
including the Effective Date; provided further that if the Effective
Date is between two Effective Dates in the table, the Company shall determine
the Make-Whole Premium by a straight-line interpolation between the percentage
set forth for the two dates, as applicable, based on a 365-day
year.

    


    
      
        
          	
                  
                    Effective
      Date

                  

                	 	
                  
                    $0.90

                  

                	 
	
                  March
      30, 2010

                	 	 	5.84	%
	
                  September
      30, 2010

                	 	 	3.11	%
	
                  March
      30, 2011

                	 	 	0.39	%
	
                  
                    September
      30, 2011

                  

                	 	 	0.00	%


        

      

    

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

    The Share
Prices set forth in the first row of the table (i.e., column headers) above will
be adjusted as of any date on which the Conversion Rate of the Securities is
adjusted pursuant to this Indenture.  The adjusted Share Prices will
equal the Share Prices applicable immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the Conversion Rate as so
adjusted giving rise to the Closing Rate adjustment and the denominator of which
is the Conversion Rate immediately prior to the adjustment.

     

    SECTION
12.02.        Exercise of Conversion
Privilege. 
In order to exercise the conversion privilege with respect to any Security in
definitive form, the Holder of any Security to be converted shall deliver to any
officer or at any office or agency maintained by the Company pursuant to
Section 9.02, (a) written notice to the Company in substantially the
form of conversion notice attached to the form of Security attached as
Exhibit A hereto at such office or agency that the Holder elects to convert
such Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted, (b) the funds, if any,
required by this Section 12.02, (c) if shares or any portion of such
Security not to be converted are to be issued in the name of a Person other than
the Holder thereof, the name of the Person in which to issue such shares and the
transfer taxes, if any, required to be paid by the Holder pursuant to Section
12.08, and (d) if all of such Security is being converted, such Security, duly
endorsed or assigned to the Company.

     

    In order
to exercise the conversion privilege with respect to any interest in a global
Security, the beneficial owner must complete, or cause to be completed, the
appropriate instruction form for conversion pursuant to the depositary’s
book-entry conversion program, deliver, or cause to be delivered, by book-entry
delivery, an interest in such global Security, furnish appropriate endorsements
and transfer documents if required by the Company or the Trustee or other agent,
and pay the funds, if any, required by this Section 12.02 and any transfer taxes
if required pursuant to Section 12.08.

     

    As
promptly as practicable after satisfaction of the requirements for conversion
set forth above, the Company shall issue and shall deliver to such Holder a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security or portion thereof in accordance
with the provisions of this Article and a check or cash in respect of any
fractional interest in respect of a share of Common Stock arising upon such
conversion, as provided in Section 12.03, and in respect of any Make-Whole
Premium.  In case any Security of a denomination greater than $1,000
shall be surrendered for partial conversion, and subject to Article 2, the
Company shall execute, and the Trustee shall authenticate and deliver to the
holder of the Security so surrendered, without charge, a new Security or
Securities in authorized denominations in an aggregate principal amount equal to
the unconverted portion of the surrendered Security.

     

    Each
conversion shall be deemed to have been effected as to any such Security (or
portion thereof) on the date on which the requirements set forth above in this
Section 12.02 have been satisfied as to such Security (or portion thereof), and
the Person in whose name any certificate or certificates for shares of Common
Stock shall be issuable upon such conversion shall be deemed to have become on
said date the holder of record of the shares represented thereby; provided however that any
such surrender on any date when the stock transfer books of the Company shall be
closed shall constitute the Person in whose name the certificates are to be
issued as the record holder thereof for all purposes on the next succeeding day
on which such stock transfer books are open, but such conversion shall be at the
Conversion Rate in effect on the date upon which such Security shall be
surrendered.

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

     

    Any
Security or portion thereof surrendered for conversion during the period from
the close of business on the record date for any interest payment date to the
close of business on the Business Day next preceding the following interest
payment date that has not been called for redemption during such period, shall
be accompanied by payment, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the interest otherwise payable
on such interest payment date on the principal amount being converted; provided however that no such
payment need be made to the extent any overdue interest shall exist at the time
of conversion with respect to any such Security or portion
thereof.  On conversion of a Security, that portion of accrued and
unpaid interest, if any, remaining unpaid on such conversion shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through delivery of the Common Stock (together with
the cash payment, if any, in lieu of fractional shares) in exchange for the
Security being converted pursuant to the provisions hereof.  Except as
provided above in this Section 12.02, no payment or other adjustment shall be
made for interest accrued on any Security converted or for dividends on any
shares issued upon the conversion of such Security as provided in this
Article.

     

    Upon the
conversion of an interest in a global Security, the Trustee (or other conversion
agent appointed by the Company), shall make a notation on such global Security
as to the reduction in the principal amount represented thereby.  The
Company shall notify the Trustee in writing of any conversions of Securities
effected through any Conversion Agent other than the Trustee.

     

    SECTION
12.03.        Fractions of
Shares. 
No fractional shares of Common Stock shall be issued upon conversion of
Securities. If more than one Security shall be surrendered for conversion at one
time by the same Holder, the number of full shares that shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal
amount of the Securities (or specified portions thereof) so surrendered. Instead
of any fractional share of Common Stock that would otherwise be issuable upon
conversion of any Security (or specified portions thereof), the Company shall
pay a cash adjustment in respect of such fraction in an amount equal to the same
fraction of the Closing Price per share of the Common Stock at the close of
business on the Trading Day immediately preceding such day.

     

    “Trading Day” shall mean each
day on which the primary securities exchange or quotation system that is used to
determine the Closing Price is open for trading or quotation.

     

    “Closing Price” of a single
share of Common Stock on any Trading Day shall mean the closing sale price per
share for the Common Stock (or if no closing sale price is reported, the average
of the bid and ask prices) on such Trading Day on the principal United States
national securities exchange on which the Common Stock is traded or, if the
Common Stock is not listed on a United States national stock exchange, an
established over-the-counter trading market in the United States.  In
the absence of the foregoing, the Company’s Board of Directors will determine
the Closing Price on such reasonable basis as it considers appropriate based on
its reasonable good faith judgment.

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

    SECTION
12.04.        Adjustment of Conversion
Rate. 

     

    (a)     In
case the Company shall pay or make a dividend or other distribution on its
Common Stock exclusively in Common Stock, the Conversion Rate in effect at the
opening of business on the earlier of the day next following such dividend or
other distribution or the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution shall be adjusted so
that a Holder upon conversion shall be entitled to receive that number of shares
of Common Stock it would have been entitled to after such dividend or other
distribution if it had converted its Security immediately prior to such dividend
or other distribution.

     

    (b)     In
case the Company shall pay or make a dividend or other distribution on its
Common Stock consisting exclusively of, or shall otherwise issue to all holders
of its Common Stock, rights, warrants or options entitling the holders thereof,
for a period not exceeding 45 days, to subscribe for or purchase shares of
Common Stock at a price per share less than the current market price per share
(determined as provided in Section 12.04(h)) of the Common Stock on the date
fixed for the determination of stockholders entitled to receive such rights,
warrants or options, the Conversion Rate in effect at the opening of business on
the day following the date fixed for such determination shall be increased by
multiplying such Conversion Rate by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock so
offered for subscription or purchase and the denominator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate price of the total number of shares so offered would purchase at the
current market price per share (determined as provided in Section 12.04(h)),
such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination.

     

    (c)     In
case outstanding shares of Common Stock shall be subdivided into a greater
number of shares of Common Stock, the Conversion Rate in effect at the opening
of business on the day following the day upon which such subdivision becomes
effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a smaller number
of shares of Common Stock, the Conversion Rate in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

    (d)     In
case the Company shall, by dividend or otherwise, distribute to all holders of
its Common Stock evidences of its indebtedness, shares of any class of capital
stock, securities, cash or assets (excluding any rights, warrants or options
referred to in Section 12.04(b), any dividend or distribution paid exclusively
in cash and any dividend or distribution referred to in Section 12.04(a)), the
Conversion Rate shall be adjusted by multiplying the Conversion Rate in effect
immediately prior to the earlier of such distribution or the determination of
stockholders entitled to receive such distribution by a fraction of which the
numerator shall be the current market price per share (determined as provided in
Section 12.04(h)) and the denominator shall be such current market price less
the fair market value (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution), on
the date of such effectiveness, of the portion of the evidences of indebtedness,
shares of capital stock, securities, cash and assets so distributed applicable
to one share of Common Stock, such adjustment to become effective immediately
prior to the opening of business on the day next following the date fixed for
the payment of such distribution.  The provisions of this Section
12.04(d) shall not be applicable to an event covered by Section
12.04(k).  For purposes of this Section 12.04(d) and Sections 12.04(a)
and 12.04(b), any dividend or distribution for which an adjustment is being made
pursuant to this Section 12.04(d) that also includes shares of Common Stock or
rights, warrants or options to subscribe for or purchase shares of Common Stock
shall be deemed instead to be (A) a dividend or distribution of the evidences of
indebtedness, cash, property, shares of capital stock or securities other than
such shares of Common Stock or such rights, warrants or options (making any
Conversion Rate adjustment required by this Section 12.04(d)) immediately
followed by (B) a dividend or distribution of such shares of Common Stock
or such rights (making any further Conversion Rate adjustment required by
Sections 12.04(a) or 12.04(b)), except (1) the record date of such dividend or
distribution as defined in this Section 12.04(d) shall be substituted as “the
date fixed for the determination of stockholders entitled to receive such
dividend or other distributions”, “the date fixed for the determination of
stockholders entitled to receive such rights, warrants or options” and “the date
fixed for such determination” within the meaning of Sections 12.04(a) and
12.04(b) and (2) any shares of Common Stock included in such dividend or
distribution shall not be deemed “outstanding at the close of business on the
date fixed for such determination” within the meaning of this
12.04(d).

     

    (e)     In
case the Company shall, by dividend or otherwise, make a distribution to all
holders of its Common Stock exclusively in cash, the Company shall, in all
cases, at the time of such distribution, make a cash payment to the Holders of
all outstanding Securities equal to the amount of cash such Holder would have
received with respect to such distribution for all of its Securities had such
Holder converted its Securities into Common Stock immediately prior to the close
of business on the date fixed for the determination of the stockholders of
record entitled to such distribution.

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     

    (f)     In
case a successful tender or exchange offer, other than an odd lot offer, made by
the Company or any Subsidiary for all or any portion of the Common Stock shall
involve an aggregate consideration having a fair market value (as determined in
good faith by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) at the last time (the “Expiration Time”) tenders or
exchanges may be made pursuant to such tender or exchange offer (as it may be
amended) that exceeds the current market price per share (determined as provided
in Section 12.04(h)) of the Common Stock outstanding (including any
tendered shares) on the Expiration Time times the number of shares of Common
Stock outstanding (including any tendered shares) as of the Expiration Time,
then, in each case, the Conversion Rate shall be adjusted by multiplying the
Conversion Rate in effect immediately prior to the Expiration Time by a fraction
of which (i) the denominator shall be (x) the product of the current
market price per share (determined as provided in Section 12.04(h)) of the
Common Stock on the Trading Day next succeeding the Expiration Time times the
number of shares of Common Stock outstanding (including any tendered or
exchanged shares) at the Expiration Time minus (y) the fair market value
(determined as aforesaid) of the aggregate consideration payable to stockholders
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 Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the “Purchased Shares”) and
(ii) the numerator shall be the product of (x) such current market
price per share (determined in accordance with Section 12.04(h)) on the Trading
Day next succeeding the Expiration Time times (y) such number of
outstanding shares at the Expiration Time less the number of Purchased Shares,
such increase to become effective immediately prior to the opening of business
on the day following the Expiration Time.

     

    The
“Volume-Weighted Average
Price” per share of the of the Common Stock on a Trading Day is the
volume-weighted average price per share of the Common Stock on the Nasdaq
Capital Market or, if the Common Stock is not then listed on the Nasdaq Capital
market, on the principal exchange or over-the-counter market on which the Common
Stock is then listed or traded, from 9:30 a.m. to 4:00 p.m., New York City time,
on that Trading Day, as displayed by Bloomberg.  If such price is not
available, the Volume-Weighted Average Price means the market value per share of
the Common Stock on such day as determined by a nationally recognized investment
banking firm retained for this purpose by the Company.

     

    The
Company shall notify the Holders and the Trustee in the manner provided in
Section 12.05 of any adjustment in the Conversion Rate under this Section
12.04(g), setting forth the date on which such adjustment is effective as
provided herein.

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

     

    (g)     For
the purpose of any computation under Sections 12.04(b), (d) and (e), the current
market price per share of Common Stock on any date in question shall be deemed
to be the average of the daily Closing Prices per share of Common Stock for the
ten consecutive Trading Days immediately prior to the date in question; provided, however, that
(i) if the “ex” date (as hereinafter defined) for any event (other than the
issuance or distribution requiring such computation) that requires an adjustment
to the Conversion Rate pursuant to Section 12.04(a), (b), (c), (d), (e) or (f)
(“Other Event”) occurs
on or after the 20th Trading Day prior to the date in question and prior to the
“ex” date for the issuance or distribution requiring such computation (the
“Current Event”), the
Closing Price for each Trading Day prior to the “ex” date for such Other Event
shall be adjusted by multiplying such Closing Price by the reciprocal of the
fraction by which the Conversion Rate is so required to be adjusted as a result
of such Other Event, (ii) if the “ex” date for any Other Event occurs after
the “ex” date for the Current Event and on or prior to the date in question, the
Closing Price for each Trading Day on and after the “ex” date for such Other
Event shall be adjusted by multiplying such Closing Price by the fraction by
which the Conversion Rate is so required to be adjusted as a result of such
Other Event, (iii) if the “ex” date for any Other Event occurs on the “ex”
date for the Current Event, one of those events shall be deemed for purposes of
clauses (i) and (ii) of this proviso to have an “ex” date occurring prior to the
“ex” date for the Other Event, and (iv) if the “ex” date for the Current
Event is on or prior to the date in question, after taking into account any
adjustment required pursuant to clause (ii) of this proviso, the Closing
Price for each Trading Day on or after such “ex” date shall be adjusted by
adding thereto the amount of any cash and the fair market value on the date in
question (as determined in good faith by the Board of Directors in a manner
consistent with any determination of such value for purposes of Section 12.04(d)
or (e), whose determination shall be conclusive and described in a Board
Resolution) of the portion of the rights, warrants, options, evidences of
indebtedness, shares of capital stock, securities, cash or property being
distributed applicable to one share of Common Stock. For the purpose of any
computation under Section 12.04(f), the current market price per share of Common
Stock on any date in question shall be deemed to be the average of the daily
Closing Prices for the five consecutive Trading Days selected by the Company
commencing on or after the latest (the “Commencement Date”) of (i) the date
20 Trading Days before the date in question, (ii) the date of commencement
of the tender or exchange offer requiring such computation and (iii) the
date of the last amendment, if any, of such tender or exchange offer involving a
change in the maximum number of shares for which tenders are sought or a change
in the consideration offered, and ending not later than the Trading Day next
succeeding the Expiration Time of such tender or exchange offer (or, if such
Expiration Time occurs before the close of trading on a Trading Day, not later
than the Trading Day during which the Expiration Time occurs); provided, however, that if
the “ex” date for any Other Event (other than the tender or exchange offer
requiring such computation) occurs on or after the Commencement Date and on or
prior to the Trading Day next succeeding the Expiration Time for the tender or
exchange offer requiring such computation, the Closing Price for each Trading
Day prior to the “ex” date for such Other Event shall be adjusted by multiplying
such Closing Price by the reciprocal of the same fraction by which the
Conversion Rate is so required to be adjusted as a result of such other event.
For purposes of this paragraph, the term “ex” date, (i) when used with
respect to any issuance or distribution, means the first date on which the
Common Stock trades regular way on the relevant exchange or in the relevant
market from which the Closing Price was obtained without the right to receive
such issuance or distribution, (ii) when used with respect to any
subdivision or combination of shares of Common Stock, means the first date on
which the Common Stock trades regular way on such exchange or in such market
after the time at which such subdivision or combination becomes effective, and
(iii) when used with respect to any tender or exchange offer means the
first date on which the Common Stock trades regular way on such exchange or in
such market after the Expiration Time of such tender or exchange
offer.

     

    (h)     In
addition to those required by paragraphs (a), (b), (c), (d), (e) and (f) of this
Section 12.04, to the extent permitted by applicable law, the Company from time
to time may increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days and the Board of Directors shall have
made a determination that such increase would be in the best interests of the
Company, which determination shall be conclusive.  Whenever the
Conversion Rate is increased pursuant to the preceding sentence, the Company
shall give notice of the increase to the Holders of Securities in the manner
provided in Section 1.06 at least fifteen (15) days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in
effect.


    
      
         


      

      
        -61-

        
          

        

      

      
         


      

    


    
      (i)     No
adjustment in the Conversion Rate shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Conversion Rate; provided, however, that any
adjustments, which by reason of this Section 12.04(j) are not required to be
made, shall be carried forward and taken into account in any subsequent
adjustment.

       

      (j)     In
the event that the Company distributes assets, debt securities, rights, warrants
or options (other than those referred to in Section 12.04(b)) pro rata to
holders of Common Stock, and the fair market value of the portion of assets,
debt securities, rights, warrants or options applicable to one share of Common
Stock distributed to holders of Common Stock exceeds the Average Sale Price (as
defined below) per share of Common Stock, or such Average Sale Price exceeds
such fair market value by less than $1.00, then so long as any such assets, debt
securities, rights, options or warrants have not expired or been redeemed by the
Company, the Company shall make proper provision so that the Holder of any
Security upon conversion, rather than being entitled to an adjustment in the
Conversion Rate, will be entitled to receive upon such conversion, in addition
to the shares of Common Stock otherwise issuable upon conversion, the kind and
amount of assets, debt securities, rights, warrants and options such Holder
would have received had such Holder converted its Security immediately prior to
the date of determination of the holders entitled to such
distribution.

       

      “Average Sale Price” means the
average of the Closing Prices of the Common Stock for the shorter of (i) 30
consecutive Trading Days ending on the last full Trading Day prior to the Time
of Determination (as defined below) with respect to the rights, options,
warrants or distribution in respect of which the Average Sale Price is being
calculated, or (ii) the period (x) commencing on the date next succeeding
the first public announcement of (a) the issuance of rights, options or warrants
or (b) the distribution, in each case, in respect of which the Average Sale
Price is being calculated and (y) proceeding through the last full Trading Day
prior to the Time of Determination with respect to the rights, options, warrants
or distribution in respect of which the Average Sale Price is being calculated,
or (iii) the period, if any, (x) commencing on the date next succeeding the
Ex-Dividend Time (as defined below) with respect to the next preceding (a)
issuance of rights, warrants or options or (b) distribution, in each case, for
which an adjustment is required by the provisions of Section 12.04(b) or Section
12.04(j) and (y) proceeding through the last full Trading Day prior to the Time
of Determination with respect to the rights, options, warrants, or distribution
in respect of which the Average Sale Price is being calculated.  If
the Ex-Dividend Time (or in the case of a subdivision, combination or
reclassification, the effective date with respect thereto) with respect to a
dividend, subdivision, combination or reclassification to which Section
12.04(a), (b) or (c) applies occurs during the period applicable for calculating
“Average Sale Price” pursuant to the definition in the preceding sentence,
“Average Sale Price” shall be calculated for such period in a manner determined
in good faith by the Board of Directors to reflect the impact of such dividend,
subdivision, combination or reclassification on the Closing Price of the Common
Stock during such period.


      
        
           


        

        
          -62-

          
            

          

        

        
           


        

      

       

      “Time of Determination” means
the time and date of the earlier of (i) the determination of stockholders
entitled to receive rights, warrants or options or a distribution, in each case,
to which this Section 12.04 applies and (ii) the time (“Ex-Dividend Time”) immediately
prior to the commencement of “ex-dividend” trading for such rights, options,
warrants or distribution on the New York Stock Exchange or such other national
or regional exchange or market on which the shares of Common Stock are listed or
quoted.

       

      SECTION
12.05.     Notice of Adjustments of Conversion
Rate. 
Whenever the Conversion Rate and Conversion Price are adjusted as herein
provided, the Company shall compute the adjusted Conversion Rate and Conversion
Price in accordance with Section 12.04 and shall prepare a certificate signed by
the Chief Financial Officer of the Company setting forth the adjusted Conversion
Rate and Conversion Price and showing in reasonable detail the facts upon which
such adjustment is based, and such certificate shall forthwith be filed (with a
copy to the Trustee or the Conversion Agent) at each office or agency maintained
for the purpose of conversion of Securities pursuant to Section 9.02; and
the Company shall forthwith cause a notice setting forth the adjusted Conversion
Rate and Conversion Price to be mailed, first class postage prepaid, to each
Holder of Securities at its address appearing on the Security
Register.  Unless and until the Trustee (and the Conversion Agent, as
the case may be) shall receive such notice, the Trustee (and the Conversion
Agent, as the case may be) may assume without inquiry that the Conversion Rate
and Conversion Price have not been, and are not required to be, adjusted and
that the last Conversion Rate and Conversion Price of which it has written
notice remain in effect.

       

      SECTION
12.06.     Notice of Certain Corporate
Action.  In case:

       

      (a)     the
Company shall declare a dividend (or any other distribution) on its Common Stock
that would require a Conversion Rate adjustment pursuant to Section 12.04(e);
or

       

      (b)     the
Company shall authorize the granting to all holders of its Common Stock of
rights, warrants or options to subscribe for or purchase any shares of capital
stock of any class or of any other rights (excluding rights distributed pursuant
to any stockholder rights plan); or

       

      (c)     of
any reclassification of the Common Stock of the Company (other than a
subdivision or combination of its outstanding shares of Common Stock), or of any
consolidation or merger to which the Company is a party and for which approval
of any stockholders of the Company is required, or of the sale or transfer of
all or substantially all of the assets of the Company; or

       

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

       

      (e)     the
Company or any Subsidiary of the Company shall commence a tender or exchange
offer for all or a portion of the Company’s outstanding shares of Common Stock
(or shall amend any such tender or exchange offer);


      
        
           


        

        
          -63-

          
            

          

        

        
           


        

      

       

      then the
Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Securities pursuant to Section 9.02, and shall
cause to be mailed to all Holders at their last addresses as they shall appear
in the Security Register, at least 20 days (or 10 days in any case specified in
clause 12.06(a) or 12.06(b) above) prior to the applicable record, effective or
expiration 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 granting
of 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, rights, warrants or options are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up, or (z) the date on which such
tender offer commenced, the date on which such tender offer is scheduled to
expire unless extended, the consideration offered and the other material terms
thereof (or the material terms of any amendment thereto) (provided that the
Company shall make public disclosure thereof prior to or contemporaneously with
such notice to the Holders).

       

      SECTION
12.07.     Company’s Obligation Regarding
Common Stock. 
The Company shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued Common Stock, solely for the purpose
of effecting the conversion of Securities, the whole number of shares of Common
Stock then issuable upon the conversion in full of all Outstanding
Securities.

       

      Before
taking any action which would cause an adjustment reducing the Conversion Price
below the then par value, if any, of the shares of Common Stock issuable upon
conversion of the Securities, the Company shall take all corporate action that
may, in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue shares of such Common Stock at such adjusted
Conversion Price.

       

      The
Company covenants that if any shares of Common Stock to be provided for the
purpose of conversion of Securities hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Company shall in good
faith and as expeditiously as practicable endeavor to secure such registration
or approval, as the case may be.

       

      The
Company further covenants that so long as the Common Stock shall be listed on
the New York Stock Exchange, The Nasdaq Stock Market, or any other national
securities exchange the Company shall, if permitted by the rules of such
exchange, list and keep listed so long as the Common Stock shall be so listed on
such market or exchange, all Common Stock issuable upon conversion of the
Securities.


      
        
           


        

        
          -64-

          
            

          

        

        
           


        

      

       

      SECTION
12.08.     Taxes on
Conversions. 
The Company shall pay any and all stamp, documentary or issuance taxes that may
be payable in respect of the issue or delivery of shares of Common Stock on
conversion of Securities pursuant hereto, but shall not pay any taxes measured
by net income or otherwise imposed on Holders in connection with a
conversion.  The Company shall not, however, be required to pay any
tax that may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.

       

      SECTION
12.09.     Covenant as to Common Stock.  The Company covenants that all shares of Common Stock
that may be issued upon conversion of Securities shall upon issue be newly
issued (and not treasury shares) and shall be duly authorized, validly issued,
fully paid and nonassessable and, except as provided in Section 12.08, the
Company shall pay all taxes, liens and charges with respect to the issue
thereof.

       

      SECTION
12.10.     Cancellation of Converted Securities. 
All Securities delivered for conversion shall
be delivered to the Trustee to be cancelled by or at the direction of the
Trustee, which shall dispose of the same as provided in
Section 3.08.

       

      SECTION
12.11.     Provisions in Case of Reclassification,
Consolidation, Merger or Sale of Assets.  In the event that the Company shall be a party to any
transaction (including any (i) recapitalization or reclassification of the
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 of the Common Stock), (ii) any consolidation of the Company
with, or merger of the Company into, any other person, any merger of another
person into the Company (other than a merger that does not result in a
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company), (iii) any sale, lease, transfer, conveyance
or other disposition of all or substantially all of the assets of the Company or
(iv) any compulsory share exchange) pursuant to which the Common Stock is
converted into the right to receive other securities, cash or other property,
then lawful provision shall be made as part of the terms of such transaction
whereby the Holder of each Security then Outstanding shall have the right
thereafter to convert such Security only into (subject to funds being legally
available for such purpose under applicable law at the time of such conversion)
the kind and amount of securities, cash and other property receivable upon such
transaction by a holder of the number of shares of Common Stock into which such
Security might have been converted immediately prior to such
transaction.  The Company or the Person formed by such consolidation
or resulting from such merger or that acquired such assets or that acquired the
Company’s shares of Common Stock, as the case may be, shall execute and deliver
to the Trustee a supplemental indenture establishing such
rights.  Such supplemental indenture shall provide for adjustments
that, for events subsequent to the effective date of such supplemental
indenture, shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article.  In the event holders of
Common Stock have the opportunity to elect the form of consideration to be
received in such reclassification, change, combination, consolidation, merger,
sale or conveyance, the Company will make adequate provision whereby the Holders
of the Securities shall have the opportunity, on a timely basis, to determine
the form of consideration into which all of the Securities, treated as a single
class, shall be convertible.  The form of consideration into which all
of the Securities, treated as a single class, shall be convertible, shall be
determined by the Holders of a majority of the Securities (based on principal
amount outstanding thereunder) who have made an election as to such form of
consideration and shall be subject to any limitations to which all of the
holders of Common Stock are subject, such as pro rata reductions applicable to
any portion of the consideration payable.  In the event that the
Holders do not make such election on or prior to the date 10 days after receipt
of notice that such election is required, then for the purposes of this Section
12.11 the kind and amount of securities, cash or other property receivable upon
such reclassification, change, combination, consolidation, merger, sale or
conveyance by each Holder shall be deemed to be the kind and amount so
receivable by holders of a plurality of the Common Stock.  The above
provisions of this Section 12.11 shall similarly apply to successive
transactions of the foregoing type.


      
        
           


        

        
          -65-

          
            

          

        

        
           


        

      

       

      SECTION
12.12.     Company’s Obligation.  All calculations, adjustments, conversions and other
determinations under this Article 12 shall be the sole responsibility and
obligation of the Company.  The Trustee (a) shall have no
obligation to review, verify, challenge or contest any such calculation,
adjustment, conversion or other determination and (b) shall not be liable
for any default or error by the Company under this
Article 12.

       

      SECTION
12.13.     Application of Conversion
Amounts.  Unless otherwise specified
in writing by the Holder of any Security, any principal of such Security which
such Holder converts in accordance with this Article 12 (other than on an
Installment Date pursuant to an Installment Conversion) shall be deducted first
from the Installment Amount relating to the latest Installment Date (i.e.,
nearest to the Maturity Date) with respect to which Installment Amounts remain
outstanding and then sequentially from the immediately preceding Installment
Amounts or, at the written election of such Holder, first from any principal of
such Security as to which notice of redemption has been given in accordance with
this Indenture but which has not yet been redeemed, and then in accordance with
the foregoing.  Notwithstanding the foregoing, unless otherwise
specified in writing by such Holder, (a) any principal of any Security that is
converted after the delivery to such Holder of an Installment Conversion Notice
and prior to the applicable Installment Date shall first be deducted from the
Installment Amount of such Security to be converted (or redeemed) on such
Installment Date and then in accordance with the preceding
sentence.


      
        
           


        

        
          -66-

          
            

          

        

        
           


        

      

       

      SECTION
12.14.     Conversion
Limitation .  Notwithstanding
anything to the contrary contained herein, neither the Company nor the Trustee
shall require or effect any conversion of any Security (including pursuant to an
Installment Conversion), and no Holder shall have the right to convert any
principal or premium (if any) of any Security in excess of that portion of such
principal or premium that, upon giving effect to such conversion, would cause
the aggregate number of shares of Common Stock beneficially owned by such Holder
and its Affiliates to exceed 9.99% of the total outstanding shares of Common
Stock following such conversion (the “Beneficial Ownership
Limitation”). For purposes of the foregoing proviso, the aggregate number
of shares of Common Stock beneficially owned by any Holder and its Affiliates
shall include the shares of Common Stock issuable upon conversion of this Note
with respect to which the determination of such proviso is being made, but shall
exclude the shares of Common Stock that would be issuable upon
(i) conversion of the remaining, unconverted principal and premium (if any)
of, and interest on, any Securities beneficially owned by such Holder and its
Affiliates and (ii) exercise, conversion or exchange of the unexercised,
unconverted or unexchanged portion of any other securities of the Company
subject to a limitation on conversion, exercise or exchange analogous to the
limitation contained herein beneficially owned by such Holder and its
Affiliates.  Except as set forth in the preceding sentence, for
purposes of this Section 12.14, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act.  For purposes of
this Section 12.14, in determining the number of outstanding shares of Common
Stock, a Holder may rely on the number of outstanding shares of Common Stock as
reflected in (1) the Company’s most recent Form 10-Q or Form 10-K, as the case
may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or its transfer agent setting forth the number of shares
of Common Stock outstanding.  Upon the written request of any Holder,
the Company shall promptly, but in no event later than five (5) Business Days
following the receipt of such request, confirm in writing to such Holder the
number of shares of Common Stock then outstanding.  In any case, the
number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion, exercise or exchange of securities of the Company,
including the Securities, by such Holder and its Affiliates since the date as of
which such number of outstanding shares of Common Stock was
reported.  For purposes of determining the maximum number of shares of
Common Stock that the Company may issue to any Holder of any Security upon any
conversion of such Security, such Holder’s delivery of a conversion notice
pursuant to Section 12.02 with respect to such conversion shall constitute a
representation (on which the Company may rely without investigation) by such
Holder that, upon the issuance of the shares of Common Stock to be issued to
such Holder, the shares of Common Stock beneficially owned by such holder and
its Affiliates shall not exceed the Beneficial Ownership
Limitation.  For purposes of clarification, an Installment Conversion
with respect to any Security shall be subject to all of the provisions of this
Section 12.14; provided, however, that the failure of the Holder of such
Security to deliver a notice to the Company on or prior to the applicable
Installment Date specifying the maximum number of shares of Common Stock that
the Company may issue to such Holder pursuant to such Installment Conversion on
the Installment Date without causing the number of shares of Common Stock
beneficially owned by such Holder and its Affiliates to exceed the Beneficial
Ownership Limitation shall be deemed to be a  representation by such
Holder (upon which the Company may rely without investigation) that the entire
Mandatory Redemption Amount of such Security to be converted into shares of
Common Stock pursuant to such Installment Conversion on such Installment Date
may be so converted on such Installment Date without causing the number of
shares of Common Stock beneficially owned by such Holder and its Affiliates to
exceed the Beneficial Ownership Limitation.


      
        
           


        

        
          -67-

          
            

          

        

        
           


        

      

       

      SECTION
12.15.     Exchange Cap. The
Company will not issue any shares of Common Stock upon conversion of the
Securities to the extent that the number of the shares to be so issued, together
with the aggregate number of shares previously issued upon conversion of all of
the Securities, would exceed 31,850,157 shares of Common Stock (subject to
proportionate adjustment for stock splits, stock dividends, stock combinations
and other similar events after the Issuance Date), which represents 19.99% of
the aggregate number of shares of Common Stock outstanding on the Issuance Date
(the “Exchange
Cap”).  No Holder of Securities shall be issued, upon
conversion of such Holder’s Securities, an aggregate number of shares of Common
Stock greater than the product of (i) the Exchange Cap, multiplied by (ii) such
Holder’s Allocation Percentage (such product being referred to as such Holder’s
“Cap Allocation
Amount”).  In the event that any Holder shall sell or otherwise
transfer any of such Holder’s Securities, the transferee shall be allocated a
pro rata portion of such Holder’s Cap Allocation Amount.  In the event
that any Holder of Securities shall have converted all of such Holder’s
Securities into a number of shares of Common Stock that, in the aggregate, is
less than such Holder’s Cap Allocation Amount, then the difference between such
Holder’s Cap Allocation Amount and the number of shares of Common Stock actually
issued to such Holder upon conversion of such Holder’s Securities shall be
allocated to the respective Cap Allocation Amounts of the remaining Holders of
outstanding Securities on a pro rata basis in proportion to the aggregate number
of shares of Common Stock issuable upon conversion of the Securities then held
by each such Holder.

       

      SECTION
12.16.      Surrender of
Securities.  Notwithstanding
anything to the contrary set forth herein, upon any conversion or redemption of
any Security in definitive form in accordance with the terms hereof, the Holder
shall not be required to physically surrender such Security to the Company
unless all of the principal of such Security is being converted and
redeemed.  Notwithstanding the foregoing, if any Security is converted
or redeemed as aforesaid, the Holder of such Security may not transfer such
Security unless such Holder first physically surrenders such Security at the
office or agency maintained by the Company therefor pursuant to this Indenture,
whereupon a new Security in definitive form shall be issued in accordance with
this Indenture.  The Holder, and any assignee, of any Security in
definitive form, by acceptance thereof, acknowledge and agree that, by reason of
the provisions of this Section 12.16, following conversion or redemption of any
portion of such Security, the principal of such Security may be less than the
principal amount stated on the face thereof.  Each Security in
definitive form shall bear the following legend:

       

      ANY
TRANSFEREE OF THIS SECURITY SHOULD CAREFULLY REVIEW THE TERMS OF THE INDENTURE,
INCLUDING SECTION 12.16 THEREOF.  THE PRINCIPAL AMOUNT OF THIS NOTE
MAY BE LESS THAN THE PRINCIPAL AMOUNT STATED ON THE FACE HEREOF PURSUANT TO
SECTION 12.16 OF THE INDENTURE.

       

       [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


      
        
           


        

        
          -68-

          
            

          

        

        
           


        

      


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

      


      
        
          
            	
                    TRANSWITCH
      CORPORATION

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Santanu Das

                  
	 
      	 
      
	
                    Name:

                  	
                    Santanu Das

                  
	 
      	 
      
	
                    Title:

                  	
                    President and Chief Executive
      Officer

                  
	 
      	 
      
	
                    U.S.
      BANK NATIONAL ASSOCIATION as Trustee

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ David Ganss

                  
	 
      	 
      
	
                    Name:

                  	
                    David Ganss

                  
	 
      	 
      
	
                    Title:

                  	
                    Vice
President

                  


          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

       EXHIBIT A

       

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

       

      TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE.

       

      TRANSWITCH
CORPORATION

       

      5.45%
CONVERTIBLE NOTE DUE 2011

      


      
        	
                No.
      1

              	
                $10,013,000

              


      

       

      CUSIP
NO.  894065 AF8

       

      TRANSWITCH
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term includes
any successor entity under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co  or registered
assigns, the principal sum of Ten Million, Thirteen Thousand Dollars
($10,013,000) at the office or agency of the Company referred to below, on
September 30, 2011 in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest on said principal sum monthly on the last
business day of each month, commencing October 30, 2009 (each an “Interest Payment Date”) and
beginning to accrue as of October 26, 2009, at said office or agency, in like
coin or currency, at the rate of 5.45% per annum, until the principal hereof is
paid or made available for payment.  The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the 15th day of
the month (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture.


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

       

      Except as
otherwise described in the Indenture, payment of the principal of, premium, if
any, and interest on this Security shall be made at the office or agency of the
Company maintained for such purpose, which initially shall be the Corporate
Trust Office of the Trustee referred to on the reverse side hereof, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, provided that the Company may
make such payment either by (i) mailing a check in the amount of such
payment, payable to or upon the written order of the Person entitled thereto
pursuant to Section 3.07 of the Indenture (as defined therein) or
(ii) transfer to an account maintained by the payee located inside the
United States.

       

      Reference
is hereby made 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.

       

      Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      

       

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

       

      
      

      
        
          	
                  DATED:  October
      26, 2009

                	
                  TRANSWITCH
      CORPORATION

                
	 
      	 
      
	 
      	
                  By:

                	
                     

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

      


      
        
          	
                  Attest:

                
	 
      	 
      
	
                  By:

                	
                     

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

      


      This is
one of the Securities referred to in the within-mentioned
Indenture.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                DATED:  ________________,
      2009

                              	
                                U.S.
      BANK NATIONAL

                              	 
      
	 
      	
                                ASSOCIATION
      as Trustee

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                   

                              	 
      
	 
      	 
      	
                                Authorized
      Signatory

                              	 
      


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      

       

      FORM
OF REVERSE OF SECURITY

       

      TranSwitch
Corporation

       

      5.45%
CONVERTIBLE NOTE DUE 2011

       

      This
Security is one of a duly authorized issue of securities of the Company
designated as its 5.45% Convertible Notes due 2011 (herein called the “Securities”).  The
Securities are limited in aggregate principal amount to $10,013,000 as adjusted
from time to time on the books and records of the Trustee, which may be issued
under an Indenture, dated as of October 26, 2009 (the “Indenture”), between the
Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee for the Holders of
Securities issued under said Indenture (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and
delivered.

       

      Subject
to and upon compliance with the provisions of the Indenture, the Holder of this
Security is entitled, at its option, at any time on or before maturity of the
Securities, or in case this Security or a portion hereof is called for
redemption, then in respect of this Security or such portion hereof until and
including, but (unless the Company defaults in making the payment due upon
redemption or repurchase) not after, the close of business on the Business Day
immediately preceding the Redemption Date or Repurchase Date, as the case may
be, to convert this Security (or any portion of the principal amount hereof
which is U.S. $1,000 or an integral multiple thereof), at the principal amount
hereof, or of such portion, into fully paid and nonassessable shares of Common
Stock of the Company at a Conversion Rate of 1,111.1111 shares of common stock
per $1,000 principal amount of the Securities (or at the current adjusted
Conversion Rate if an adjustment has been made as provided in Article 12 of
the Indenture) by surrender of this Security, duly endorsed or assigned to the
Company or in blank, to the Company at its office or agency maintained for such
purpose, accompanied by the conversion notice hereon executed by the Holder
hereof evidencing such Holder’s election to convert this Security, or if less
than the entire principal amount hereof is to be converted, the portion hereof
to be converted, and, in case such surrender shall be made during the period
from the close of business on any Regular Record Date to the opening of business
on the corresponding Interest Payment Date (unless this Security or the portion
hereof being converted has been called for redemption on a Redemption Date
within such period between and including such Regular Record Date and such
Interest Payment Date), also accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of this Security then being converted. Subject to the
aforesaid requirement for payment of interest and, in the case of a conversion
after the close of business on any Regular Record Date and on or before the
corresponding Interest Payment Date, to the right of the Holder of this Security
(or any Predecessor Security) of record at such Regular Record Date to receive
an installment of interest (even if the Security has been called for redemption
on a Redemption Date within such period), no payment or adjustment is to be made
on conversion for interest accrued hereon or for dividends on the Common Stock
issued on conversion. If a Holder elects to convert its Securities in connection
with a corporate transaction that would constitute a  Non-Stock Change
in Control as described in Section 12.01 of the Indenture at any time on or
prior to July 6, 2011, then, in addition to the Common Stock such Holder is
entitled to receive upon such conversion, the Company will pay a Make-Whole
Premium to such Holders as described in, and subject to the terms of, Section
12.01 of the Indenture, which Make-Whole Premium shall be due and payable in
accordance with Section 12.02 of the Indenture, provided that if the Share Price
in such transaction is U.S. $0.90 (subject to adjustment as described below), no
Make-Whole Premium shall be paid by the Company.  No fractions of
shares or scrip representing fractions of shares will be issued on conversion,
but instead of any fractional interest the Company shall pay a cash adjustment
as provided in Article 12 of the Indenture. The Conversion Rate and
Conversion Price are subject to adjustment as provided in Article 12 of the
Indenture. In addition, the Indenture provides that in case of certain
reclassifications, consolidations, mergers, sales or transfers of assets or
other transactions pursuant to which the Common Stock is converted into the
right to receive other securities, cash or other property, the conversion
privilege shall be modified so that this Security, if then outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon the transaction by a holder of the number of shares of
Common Stock into which this Security might have been converted immediately
prior to such transaction.


      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      

       

      The
Securities (other than those Securities that have been converted in accordance
with the terms of the Indenture) are subject to redemption as
follows:  (i) on each Installment Date, the Company shall redeem, with
respect to each Holder’s Securities on any Installment Date, the lesser of (x)
417,000 multiplied by such Holder’s Allocation Percentage and (y) the aggregate
outstanding principal amount of such Holder’s Securities as of such Installment
Date, in each case subject to the reduction of any Installment Amount in
accordance with Section 12.13 of the Indenture (each, a “Mandatory Redemption”) and (ii) at the
option of the Company upon not less than 30 days’ or more than 60 days’ notice
by mail, as a whole or from time to time in part.  All redemptions
shall be made at a redemption price of 100% of the principal amount so redeemed,
together with accrued interest to (but not including) the Redemption Date
(subject to the right of holders of record on the Regular Record Date to receive
interest on the related Interest Payment Date); provided, however, that the
Securities will not be redeemable at the option of the Company other than in the
event of a Mandatory Redemption, unless the Closing Price per share of Common
Stock exceeds 150% of the Conversion Price for at least twenty (20) Trading Days
within a period of 30 consecutive Trading Days ending within five Trading Days
immediately preceding the aforesaid notice to Holders. Any redemption of
Securities must be in integral multiples of $1,000. For avoidance of doubt, the
redemption price for a Mandatory Redemption shall not include accrued and unpaid
interest, and shall consist solely of the Installment Amount due and payable on
such Installment Date.

       

      If less
than all the Securities are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days and not less than 30 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities not
previously called for redemption on a pro rata basis.  If a portion of
a Holder’s Securities is selected for partial redemption and that holder
converts a portion of those Securities prior to the redemption, the converted
portion shall be deemed, solely for purposes of determining the aggregate
principal amount of the Securities to be redeemed by the Company, to be of the
portion selected for redemption (provided, however, that the
Holder of such Security so converted and deemed redeemed shall not be entitled
to any interest payment as a result of such deemed redemption except for such
interest payment as such Holder would have otherwise been entitled to receive
upon conversion of such Security).


      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      

       

      At the
Company’s sole option, assuming satisfaction or waiver where applicable of the
Conditions to Installment Conversion, it may pay the Redemption Price of any
Mandatory Redemption by conversion of the principal amount included therein into
shares of Common Stock (an “Installment
Conversion”).  The Company shall contemporaneously, on such
Installment Date, pay in cash, by wire transfer of immediately available fund
via DTC or by check, as provided pursuant to Section 3.06 of the Indenture, all
accrued and unpaid interest on such Holder’s Securities up to but excluding such
Installment Date (which shall be the same as the Interest Payment
Date).  The Company shall deliver to the Trustee and the Holders an
irrevocable Installment Conversion Notice not more than twenty (20) nor fewer
than fifteen (15) Trading Days preceding the applicable Installment
Date.  If the Company elects to pay the Redemption Price of any
Mandatory Redemption pursuant to an Installment Conversion, in Common
Stock,  the Conversion Price for purposes of any Installment
Conversion shall be the lesser of (a) the Conversion Price otherwise in effect
on the applicable Installment Date and (b) 90% of the arithmetic average of the
Volume-Weighted Average Price on each of the ten (10) consecutive Trading Days
ending on and including the second Trading Day immediately preceding the
applicable Installment Date (the lesser of (a) and (b) being referred to as the
“Applicable Installment
Conversion Price”), and the “Conversion Rate” for purposes of such
Installment Conversion shall be the quotient of $1,000 divided by the Applicable
Installment Conversion Price.  The calculation or determination in
respect of the arithmetic average of the daily volume-weighted average price of
the Common Stock shall be adjusted as provided for in Article 12 of the
Indenture.

       

      If the
Volume Condition is the only Condition to Installment Conversion not satisfied
and not waived by all of the applicable Holders, the Company may, at its option
(but only if the Company complies with the requirements of Section 10.01(c) of
the Indenture), pay the applicable Installment Amount to each Holder on the
Installment Date by (i) converting into fully paid and nonassessable shares of
Common Stock that portion of such Installment Amount the conversion of which at
the applicable Conversion Rate would result in the issuance to such Holder on
the Installment Date of a number of shares of Common Stock equal to the product
of such Holder’s Allocation Percentage, multiplied by the applicable Volume
Amount and (ii) redeeming the remainder of such Installment Amount in cash in
accordance with Article 10 of the Indenture (a “Partial Installment
Conversion”).  For avoidance of doubt, (I) the aggregate number
of shares of Common Stock that may be issued with respect to all Mandatory
Installment Conversions on any Installment Date pursuant to Partial Installment
Conversions shall not exceed the applicable Volume Amount, and (II) the Company
shall not elect or effect a Partial Installment with respect to any Securities
held by any Holder unless it makes the same election, and
consummates  Partial Installment Conversions, with respect to all of
the outstanding Securities held by all of the Holders. The Installment
Conversion Notice delivered to each Holder and the Trustee must specify (A)
that, if the Volume Condition is not satisfied, the Company is electing to
effect Partial Installment Conversions, (B) the applicable Volume Amount, and
(C) the maximum number of shares of Common Stock issuable to such Holder on the
applicable Installment Date pursuant to a Partial Installment Conversion (which
shall equal the product of such Holder’s Allocation Percentage multiplied by the
applicable Volume Amount). In the event of any Installment Conversion (including
any Partial Installment Conversion), on the Trading Day immediately preceding
the applicable Installment Date, the Company shall deliver to the Trustee and
each Holder a written notice specifying, (X) the portion of such Holder’s
Installment Amount to be converted in accordance with the Indenture and subject
to the terms and conditions of the Indenture (which, except in the case of a
Partial Installment Conversion, shall be the entire such Installment Amount),
and the number of shares of Common Stock to be issued to such Holder pursuant to
such conversion at the applicable Conversion Rate, and (Y) in the case of a
Partial Installment Conversion, the portion of such Installment Amount to be
redeemed (which must represent the portion not being converted), and the Trustee
shall rely upon such information for purposes of any such Installment
Conversion.


      
        
           


        

        
          A-6

          
            

          

        

        
           


        

      

       

      In
certain circumstances involving a Change in Control, each Holder shall have the
right to require the Company to repurchase all or part of its Securities at a
repurchase price equal to 100% of the principal amount thereof, together with
accrued and unpaid interest through the Repurchase Date (subject to the right of
holders of record on the Regular Record Date to receive interest on the related
Interest Payment Date).  The repurchase price shall be paid in
cash.

       

      The
Securities do not have the benefit of any sinking fund.

       

      In the
event of redemption, conversion or repurchase of this Security in part only, a
new Security or Securities for the unredeemed, unconverted or unrepurchased
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.

       

      If an
Event of Default shall occur and be continuing, the principal of all the
Securities may be declared due and payable in the manner and with the effect
provided in Article 4 of the Indenture.

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities under the Indenture at any time by
the Company and the Trustee with (or, in the limited circumstances set forth in
the Indenture, without) the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all the Securities, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.


      
        
           


        

        
          A-7

          
            

          

        

        
           


        

      

       

      No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed or to convert this Security as provided in the
Indenture.

       

      As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the Corporate Trust
Office duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.

       

      The
Securities are issuable only in registered form without coupons in denominations
of $1,000 and any integral multiple thereof.

       

      No
service charge shall be made to a Holder for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection
therewith.

       

      Prior to
due presentment of this 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 this Security is registered as the owner hereof for all purposes and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

       

      Interest
on this Security will accrue from the most recent date to which interest has
been paid, or if no interest has been paid, from October 26,
2009.  Interest on this Security shall be computed on the basis of a
360-day year of twelve 30-day months.  In the event that any date on
which interest is payable on the Securities is not a Business Day, then payment
of interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of any
such delay).  All references to interest in this Security as of any
date shall be deemed to include additional interest, if any, accrued or payable
as of such date as provided in the Indenture or this Security.

       

      All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

       

      THE
INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.


      
        
           


        

        
          A-8

          
            

          

        

        
           


        

      

       

      FORM
OF TRANSFER NOTICE

       

      FOR VALUE
RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto

       

      Insert Taxpayer
Identification No.

       

                                                                                                                  
  

      Please
print or typewrite name and address including zip code of assignee

      


                                                                                                                  
  

      the
within Security and all rights thereunder, hereby irrevocably constituting and
appointing _______________________________________
attorney to transfer said Security on the books of the Company with full power
of substitution in the premises.


      
        
           


        

        
          A-9

          
            

          

        

        
           


        

      

       

      CONVERSION
NOTICE

       

      To:           TRANSWITCH
CORPORATION

       

      The
undersigned Holder of this Security hereby irrevocably exercises the option to
convert this Security, or the portion hereof (which is $1,000 or an integral
multiple thereof) below designated, at any time following the date of original
issuance thereof, into shares of Common Stock in accordance with the terms of
the Indenture referred to in this Security, and directs that the shares issuable
and deliverable upon conversion, together with any check in payment for a
fractional share and any Security representing any unconverted principal amount
hereof, be issued and delivered to the registered owner hereof unless a
different name has been provided below. If shares or any portion of this
Security not converted are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith a certificate in proper form certifying that
the applicable restrictions on transfer have been complied with. Any amount
required to be paid by the undersigned on account of interest accompanies this
Security.

      


      
        
          	
                  Dated:

                	
                  By:

                	
                      

                
	 
      	 
      	
                  Signature
      of Registered Holder*

                


        

      

      


      
        
          	
                  If
      shares or Securities are to be registered in the name of a Person other
      than the Holder, please print such Person’s name and
    address:

                	 	
                  Principal
      amount to be converted (if less than
      all):  $______,000

                


        

      

      


      
        
          	
                     

                
	
                  Name

                
	 
      
	
                     

                
	
                  Social
      Security or Taxpayer Identification

                
	
                  Number

                
	 
      
	
                    

                
	
                  Street
      Address

                
	 
      
	
                     

                
	
                  City,
      State and Zip Code

                


        

      

       

      If the
principal amount of this Security to be converted in accordance with this
conversion notice is to be applied other than pursuant to the default principles
of Section 12.13 of the Indenture, please check here ___ and describe how it is
to be applied in the space provided below.

       

      ______________________________________________________________________________________________________________________________


      
        
           


        

        
          A-10

          
            

          

        

        
           


        

      

       

      *
Signature(s) must be guaranteed by an eligible guarantor institution (banks,
stock brokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program) pursuant to Securities and
Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be delivered,
or unconverted Securities are to be issued, other than to and in the name of the
registered owner.


      
        
           


        

        
          A-11

          
            

          

        

        
           


        

      

       

      ELECTION
OF HOLDER TO REQUIRE REPURCHASE

       

      (1)                 Pursuant
to Article 11.01 of the Indenture, the undersigned hereby elects to have this
Security repurchased by the Company.

       

      (2)                 The
undersigned hereby directs the Trustee or the Company to pay it or
______________ an amount in cash equal to 100% of the principal amount to be
repurchased (as set forth below), plus interest accrued to the Repurchase Date,
as provided in the Indenture.

       

      Dated:

      


      
        
          	
                     

                
	 
      
	
                     

                


        

      

      Signature(s)

       

      Signature(s)
must be guaranteed by an Eligible

      Guarantor
Institution with membership in an

      approved
signature guarantee program pursuant

      to Rule
17Ad-15 under the Securities Exchange

      Act of
1934.

      
        
          	 
      
	
                     

                
	
                  Signature
      Guaranteed

                


        

      

       

      Principal
amount to be repurchased (at least

      U.S.
$1,000 or an integral multiple of $1,000

      in excess
thereof):  ___________________

       

      Remaining
principal amount following such

      repurchase
(not less than U.S. $1,000):

      ______________

       

      NOTICE:
The signature to the foregoing Election must correspond to the Name as written
upon the face of this Security in every particular, without alteration or any
change whatsoever.


      
        
           


        

        
          A-12