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NOVELL, INC.,

as Issuer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

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INDENTURE

Dated as of July 2, 2004

$600,000,000

0.50% CONVERTIBLE SENIOR DEBENTURES DUE 2024



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CROSS-REFERENCE TABLE

TIA Section

Indenture Section310
(a)(1)

5.11(a)(2)

5.11(a)(3)

n/a(a)(4)

n/a(a)(5)

5.11(b)

5.03;5.11(c)

n/a311
(a)

5.12(b)

5.12(c)

n/a312
(a)

2.10(b)

14.03(c)

14.03313
(a)

5.07(b)(1)

n/a(b)(2)

5.07(c)

5.07; 14.02(d)

5.07314
(a)(1),(2),(3)

9.04; 14.06(a)(4)

9.04; 9.05; 14.06(b)

n/a(c)(1)

14.05(c)(2)

14.05(c)(3)

n/a(d)

n/a(e)

14.06(f)

n/a315
(a)

5.01(a
)(b)

5.06; 14.02(c)

5.01(b
)(d)

5.01(c
)(e)

4.14316
(a)(last sentence)

2.13(a)(l)(A)

4.05(a)(1)(B)

4.04(a)(2)

n/a(b)

4.07(c)

14.04317
(a)(1)

4.08(a)(2)

4.09(b)

2.05318
(a)

14.01(b)

n/a(c)

14.01


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"n/a"
means not applicable.

This
Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture.

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TABLE OF CONTENTS

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|                                                                                
|--------------------------------------------------------------------------------
|ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE                            
|Section 1.01.Definitions                                                        
|Section 1.02.Incorporation by Reference of Trust Indenture Act                  
|Section 1.03.Rules of Construction                                              
|ARTICLE 2
THE SECURITIES                                                        
|Section 2.01.Title and Terms                                                    
|Section 2.02.Form of Securities                                                 
|Section 2.03.Legends                                                            
|Section 2.04.Execution, Authentication, Delivery and Dating                     
|Section 2.05.Registrar and Paying Agent                                         
|Section 2.06.Paying Agent to Hold Assets in Trust                               
|Section 2.07.General Provisions Relating to Transfer and Exchange               
|Section 2.08.Book-Entry Provisions for the Global Securities                    
|Section 2.09.Special Transfer Provisions                                        
|Section 2.10.Holder Lists                                                       
|Section 2.11.Persons Deemed Owners                                              
|Section 2.12.Mutilated, Destroyed, Lost or Stolen Securities                    
|Section 2.13.Treasury Securities                                                
|Section 2.14.Temporary Securities                                               
|Section 2.15.Cancellation                                                       
|Section 2.16.CUSIP Numbers                                                      
|Section 2.17.Defaulted Interest                                                 
|Section 2.18.Rule 144A                                                          
|ARTICLE 3
[RESERVED]                                                            
|ARTICLE 4
DEFAULTS AND REMEDIES                                                 
|Section 4.01.Events of Default                                                  
|Section 4.02.Acceleration of Maturity; Rescission and Annulment                 
|Section 4.03.Other Remedies                                                     
|Section 4.04.Waiver of Past Defaults                                            
|Section 4.05.Control by Majority                                                
|Section 4.06.Limitation on Suit                                                 
|Section 4.07.Unconditional Rights of Holders to Receive Payment and to Convert  
|Section 4.08.Collection of Indebtedness and Suits for Enforcement by the Trustee
|Section 4.09.Trustee May File Proofs of Claim                                   
|Section 4.10.Restoration of Rights and Remedies                                 
|Section 4.11.Rights and Remedies                                                
|Section 4.12.Delay or Omission Not Waiver                                       
|Section 4.13.Application of Money Collected                                     
|Section 4.14.Undertaking for Costs                                              
|Section 4.15.Waiver of Stay or Extension Laws                                   
|                                                                                

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|ARTICLE 5
THE TRUSTEE                                                           
|--------------------------------------------------------------------------------
|Section 5.01.Certain Duties and Responsibilities                                
|Section 5.02.Certain Rights of Trustee                                          
|Section 5.03.Individual Rights of Trustee                                       
|Section 5.04.Money Held in Trust                                                
|Section 5.05.Trustee's Disclaimer                                               
|Section 5.06.Notice of Defaults                                                 
|Section 5.07.Reports by Trustee to Holders                                      
|Section 5.08.Compensation and Indemnification                                   
|Section 5.09.Replacement of Trustee                                             
|Section 5.10.Successor Trustee by Merger, Etc                                   
|Section 5.11.Corporate Trustee Required; Eligibility                            
|Section 5.12.Collection of Claims Against the Company                           
|ARTICLE 6
CONSOLIDATION, MERGER, SALE, TRANSFER OR LEASE                        
|Section 6.01.Company May Consolidate, Etc., Only on Certain Terms               
|Section 6.02.Successor Substituted                                              
|ARTICLE 7
AMENDMENTS, SUPPLEMENTS AND WAIVERS                                   
|Section 7.01.Without Consent of Holders of Securities                           
|Section 7.02.With Consent of Holders of Securities                              
|Section 7.03.Compliance with Trust Indenture Act                                
|Section 7.04.Revocation of Consents and Effect of Consents or Votes             
|Section 7.05.Notation on or Exchange of Securities                              
|Section 7.06.Trustee to Sign Amendment, Etc                                     
|ARTICLE 8
MEETING OF HOLDERS OF SECURITIES                                      
|Section 8.01.Purposes for Which Meetings May Be Called                          
|Section 8.02.Call Notice and Place of Meetings                                  
|Section 8.03.Persons Entitled to Vote at Meetings                               
|Section 8.04.Quorum; Action                                                     
|Section 8.05.Determination of Voting Rights; Conduct and Adjournment of Meetings
|Section 8.06.Counting Votes and Recording Action of Meetings                    
|ARTICLE 9
COVENANTS                                                             
|Section 9.01.Payment of Principal and Interest                                  
|Section 9.02.Maintenance of Offices or Agencies                                 
|Section 9.03.Corporate Existence                                                
|Section 9.04.Reports                                                            
|Section 9.05.Compliance Certificate                                             
|Section 9.06.Liquidated Damages                                                 
|ARTICLE 10
REDEMPTION OF SECURITIES                                             
|Section 10.01.Optional Redemption                                               
|                                                                                

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|Section 10.02.Notice to Trustee                                                          
|-----------------------------------------------------------------------------------------
|Section 10.03.Selection of Securities to be Redeemed                                     
|Section 10.04.Notice of Redemption                                                       
|Section 10.05.Effect of Notice of Redemption                                             
|Section 10.06.Deposit of Redemption Price                                                
|Section 10.07.Securities Redeemed in Part                                                
|Section 10.08.Conversion Arrangement On Call For Redemption                              
|ARTICLE 11
PURCHASE OF SECURITIES                                                        
|Section 11.01.Purchase Right Upon Fundamental Change                                     
|Section 11.02.Purchase of Securities by the Company at Option of the Holder              
|ARTICLE 12
CONVERSION OF SECURITIES                                                      
|Section 12.01.Conversion Right and Conversion Rate                                       
|Section 12.02.Exercise of Conversion Right                                               
|Section 12.03.Fractional Shares                                                          
|Section 12.04.Adjustment of Conversion Rate                                              
|Section 12.05.Notice of Adjustments of Conversion Rate                                   
|Section 12.06.Notice Prior to Certain Actions                                            
|Section 12.07.Company to Reserve Common Stock                                            
|Section 12.08.Tax on Conversions                                                         
|Section 12.09.Covenant as to Common Stock                                                
|Section 12.10.Cancellation of Converted Securities                                       
|Section 12.11.Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale
|Section 12.12.Responsibility of Trustee for Conversion Provisions                        
|ARTICLE 13
[RESERVED]                                                                    
|ARTICLE 14
OTHER PROVISIONS OF GENERAL APPLICATION                                       
|Section 14.01.Trust Indenture Act Controls                                               
|Section 14.02.Notices                                                                    
|Section 14.03.Communication by Holders with Other Holders                                
|Section 14.04.Acts of Holders of Securities                                              
|Section 14.05.Certificate and Opinion as to Conditions Precedent                         
|Section 14.06.Statements Required in Certificate or Opinion                              
|Section 14.07.Effect of Headings and Table of Contents                                   
|Section 14.08.Successors and Assigns                                                     
|Section 14.09.Separability Clause                                                        
|Section 14.10.Benefits of Indenture                                                      
|Section 14.11.Governing Law                                                              
|Section 14.12.Counterparts                                                               
|Section 14.13.Legal Holidays                                                             
|Section 14.14.Recourse Against Others                                                    
|Schedule AAdditional Shares Table                                                       
|Exhibit AForm of Security                                                               

iii

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INDENTURE, dated as of July 2, 2004, between NOVELL, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at
404 Wyman Street, Waltham, MA 02451 (the "Issuer" or the "Company"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee (the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its 0.50% Convertible Senior Debentures due 2024 (herein called the
"Securities") of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.

All
things necessary to make the Securities, when the Securities are executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid
obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and 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 Holders of the Securities, as follows:

ARTICLE 1  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.Definitions.For all purposes of this Indenture and the Securities, the following terms
are defined as follows:

"Accepted Purchase Shares" has the meaning set forth in Section 12.04(f)(ii).

"Act", when used with respect to any Holder of a Security, has the meaning specified in Section 14.04(a) hereof.

"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.

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

"Board of Directors" means either the board of directors of the Company or any committee of that board empowered to act for it with
respect to this Indenture.

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

"Business Day" means any day except a Saturday, Sunday or legal holiday on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to close.

"Change of Control" means the occurrence, after the Issue Date, of any of the following:



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However,
a Change of Control will not be deemed to have occurred if in the case of the clause (2) above, at least 90% of the consideration (excluding cash payments for fractional
shares or dissenters' appraisal rights) in the transaction or transactions constituting the Change of Control consists of shares of common stock that are, or upon issuance will be, traded on the New
York Stock Exchange or quoted on the Nasdaq National Market.

Beneficial
ownership shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act. The term
"person" shall include any syndicate or group that would be deemed to be a "person" under
Section 13(d)(3) of the Exchange Act.

"Chief Executive Officer" means the chief executive officer of the Company.

"Common Stock" means any stock of any class of the Company that has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and that is not subject to redemption by the Company. However, subject to the provisions of
Section 12.11 hereof, shares issuable on conversion of Securities shall include only shares of the class designated as Common Stock, par value $0.10 per share, of the Company at the Issue Date
or shares of any class or classes resulting from any reclassification or reclassifications thereof and that have no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company and that are not subject to redemption by the Company,provided, however,
that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in
the proportion that the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such
reclassifications.

"Company" means the corporation named as the "Company" in the first paragraph of this
instrument 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 Notice" has the meaning specified in Section 11.01(b) hereof.

"Company Order" means a written order signed in the name of the Company by both (1) the Chief Executive Officer, the President or a
Vice President and (2) so long as not the same as the officer signing pursuant to clause (1), the Chief Financial Officer, the Treasurer, the Secretary or any Assistant Secretary of the
Company, and delivered to the Trustee.

"Continuing Director" means a director who either was a member of the Board of Directors on June 28, 2004 or who becomes a member
of the Board of Directors subsequent to that date and whose appointment, election or nomination for election by the Company's stockholders is duly approved by a majority of the continuing directors on
the Board of Directors at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the Board of Directors in which such individual
is named as nominee for director.

2

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"Conversion Agent" means any Person authorized by the Company to convert Securities in accordance with Article 12 hereof.

"Conversion Price" as of any day will equal $1,000 divided by the Conversion Rate as of such date.

"Conversion Rate" has the meaning specified in Section 12.01 hereof.

"Corporate Trust Office" means for purposes of presentation or surrender of Securities for payment, registration, transfer, exchange, or
conversion, the office of Wells Fargo Bank, National Association, located in the City of New York (which at the Issue Date is located at 45 Broadway, 12th Floor, New York, NY 10006-3007),
or at such other office or offices of Wells Fargo Bank, National Association as the Trustee may designate from time to time, or for purposes of service of notices or demands upon the Trustee, the
office of the Trustee set forth in Section 14.02(b) hereof.

"Current Market Price" has the meaning specified in Section 12.04(g).

"Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

"Default" means an event that is, or after notice or lapse of time or both would be, an Event of Default.

"Defaulted Interest" has the meaning specified in Section 2.17 hereof.

"Depositary" means The Depository Trust Company, its nominees and their respective successors.

"Dollar", "U.S. Dollar" or "U.S. $" means
a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts.

"DTC Participants" has the meaning specified in Section 2.08 hereof.

"Effective Date" has the meaning specified in Section 7(d)(iv)(B) of the Securities.

"Event of Default" has the meaning specified in Section 4.01 hereof.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Expiration Time" has the meaning specified in Section 12.04(f)(i) hereof.

"fair market value" has the meaning specified in Section 12.04(g) hereof.

"Fundamental Change" means the occurrence of any of a Change of Control or a Termination of Trading.

"Fundamental Change Purchase Notice" has the meaning specified in Section 11.01(c) hereof.

"Global Security" has the meaning specified in Section 2.02 hereof.

"Holder", when used with respect to any Security, means the Person in whose name the Security is registered in the Register.

"Indebtedness", when used with respect to any Person, and without duplication means:



3

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"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.

"Initial Purchaser" means Citigroup Global Markets Inc.

"Interest Payment Date" means each January 15 and July 15.

"Interest Rate" means 0.50% per annum.

"Interest Rate Protection Agreement" means, with respect to any Person, any interest rate swap agreement, interest rate cap or collar
agreement or other financial agreement or arrangement designed to protect such Person against fluctuations in interest rates, as in effect from time to time.

"Issue Date" means July 2, 2004.

4

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"Liquidated Damages" means all Registration Default Damages (as such term is defined in the Registration Rights Agreement), if any,
payable pursuant to Section 7 of the Registration Rights Agreement.

"Maturity" means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by acceleration, conversion, call for redemption, exercise of a Purchase Right or a Put Purchase Right or otherwise.

"Nasdaq National Market" means the National Association of Securities Dealers Automated Quotation National Market or any successor
national securities exchange or automated over-the-counter trading market in the United States.

"Non-Electing Share" has the meaning specified in Section 12.11 hereof.

"Offer Expiration Time" has the meaning specified in Section 12.04(f)(ii).

"Offering Memorandum" the final offering memorandum of the Company, dated June 28, 2004, prepared in connection with the offering
of the Securities.

"Officer" of the Company means the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, any Vice President,
the Secretary or any Assistant Secretary of the Company.

"Officers' Certificate" means a certificate signed by both (1) the Chief Executive Officer, the President or a Vice President and
(2) so long as not the same as the officer signing pursuant to clause (1), the Chief Financial Officer, the Treasurer or the Secretary of the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be counsel to the Company (and may include directors or employees of the
Company) and which opinion is acceptable to the Trustee, which acceptance shall not be unreasonably withheld or delayed.

"Optional Redemption Price" has the meaning specified in Section 10.01 hereof.

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



"Paying Agent" has the meaning specified in Section 2.05 hereof.

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

"Physical Securities" has the meaning specified in Section 2.02 hereof.

5

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"Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.12 hereof 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.

"Purchase Date" has the meaning specified in Section 11.01(a) hereof.

"Purchase Price" has the meaning specified in Section 11.01(a) hereof.

"Purchase Right" has the meaning specified in Section 11.01(a) hereof.

"Put Purchase Date" has the meaning specified in Section 11.02(a) hereof.

"Put Purchase Notice" has the meaning specified in Section 11.02(c) hereof.

"Put Purchase Price" has the meaning specified in Section 11.02(a) hereof.

"Put Purchase Right" has the meaning specified in Section 11.02(a) hereof.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Record Date" means either a Regular Record Date or a Special Record Date, as the case may be, providedthat, for purposes of Section 12.04 hereof, Record Date has
the meaning specified in Section 12.04(g) hereof.

"Redemption Date", when used with respect to any Security to be redeemed, means the optional redemption date, in the event of an optional
redemption.

"Redemption Price", when used with respect to any Security to be redeemed, means the Optional Redemption Price, in the event of an
optional redemption.

"Reference Period" has the meaning specified in Section 12.04(d) hereof.

"Register" has the meaning specified in Section 2.05 hereof.

"Registrar" has the meaning specified in Section 2.05 hereof.

"Registration Default" has the mean specified in Section 7 of the Registration Rights Agreement.

"Registration Rights Agreement" means the Registration Rights Agreement, dated as of July 2, 2004, between the Company and the
Initial Purchaser.

"Regular Record Date" for the interest payable on the Securities (including Liquidated Damages, if any) means the January 1
(whether or not a Business Day) next preceding a January 15 Interest Payment Date and the July 1 (whether or not a Business Day) next preceding an July 15 Interest Payment Date.

"Responsible Officer", when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.

"Restricted Securities" means the Securities defined as such in Section 2.03 hereof.

"Restricted Securities Legend" has the meaning specified in Section 2.03(a) hereof.

"Rights" has the meaning specified in Section 12.04(m).

"Rights Agreement" has the meaning specified in Section 12.04(m).

6

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"Rule 144" means Rule 144 under the Securities Act (including any successor rule thereof), as the same may be amended from
time to time.

"Rule 144A" means Rule 144A under the Securities Act (including any successor rule thereof), as the same may be amended from
time to time.

"Sale Price" with respect to the Company's Common Stock or other security means the closing sale price per share (or if no closing sale
price is reported, the average of the bid and asked prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in transactions
for the principal U.S. securities exchange on which the Company's Common Stock or other security is traded or, if the Company's Common Stock or other security, as the case may be, is not listed on a
U.S. national or regional securities exchange, as reported by the Nasdaq National Market. The Sale Price shall be determined without reference to after-hours or extended market trading. If the
Company's Common Stock or other security is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the
"Sale Price" shall be the last quoted bid price for the Company's Common Stock or other security, as the case may be, in the
over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Company's Common Stock or other security is not so
quoted, the "Sale Price" shall be the average of the mid-point of the last bid and asked prices for the Company's Common Stock or other
security, as the case may be, on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

"SEC" means the Securities and Exchange Commission.

"Securities" has the meaning ascribed to it in the first paragraph under the caption "Recitals of the Company".

"Securities Act" means the Securities Act of 1933, as amended.

"Significant Subsidiary" means a "significant subsidiary" as defined in clause (1) or (2) of the definition thereof in
Rule 1-02(w) of Regulation S-X under the Securities Act.

"Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Company pursuant to Section 2.17 hereof.

"Stated Maturity" means the date specified in any Security as the fixed date for the payment of principal on such Security or on which an
installment of interest (including Liquidated Damages, if any) on such Security is due and payable.

"Stock Price" means the price per share of Common Stock paid in connection with a corporate transaction described in
Section 7(d)(iv)(B) of the Securities, which shall be equal to (i) if holders of Common Stock receive only cash in such corporate transaction, the cash amount paid per share of Common
Stock and (ii) in all other cases, the average of the Sale Prices of Common Stock on the ten Trading Days up to but not including the Effective Date.

"Subsidiary" means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company
or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition only, "voting stock" means stock that ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

"Termination of Trading" will be deemed to have occurred 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 the Nasdaq National Market.

7

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"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code §77aaa-77bbbb), as in effect on the Issue Date; provided,however, that in the event the TIA is amended after such date, "TIA" means, to the extent
required by such amendment, the Trust Indenture Act of 1939, as so amended, or any successor statute.

"Trading Day" means a day during which trading in securities generally occurs on The New York Stock Exchange or, if the Common Stock is
not then listed on The New York Stock Exchange, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a
national or regional securities exchange, on the Nasdaq National Market or, if the Common Stock is not then quoted on the Nasdaq National Market, on the principal other market on which the Common
Stock is traded.

"Trading Price" of the Securities on any date of determination means the average of the secondary market bid quotations per $1,000
principal amount of Securities obtained by the Trustee for $5,000,000 principal amount of the Securities at approximately 3:30 p.m., New York City time, on such determination date from three
independent nationally recognized securities dealers selected by the Company;provided,however, that if
three such bids cannot reasonably be obtained by the Trustee, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the
Trustee, this one bid shall be used. If the Trustee cannot reasonably obtain at least one bid for $5,000,000 principal amount of Securities from a nationally recognized securities dealer, then the
trading price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of the Sale Price of the Common Stock and the then applicable Conversion Rate.

"Transfer Agent" means any Person, which may be the Company, authorized by the Company to exchange or register the transfer of Securities.

"Trigger Event" has the meaning specified in Section 12.04(d) hereof.

"Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee.

"Vice President", when used with respect to the Company, means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

Section 1.02.Incorporation by Reference of Trust Indenture Act.Whenever this Indenture refers
to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The
following TIA terms used in this Indenture have the following meanings:



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

8

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Section 1.03.Rules of Construction.For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:



ARTICLE 2  THE SECURITIES

Section 2.01.Title and Terms.The Securities shall be known and designated as the "0.50% Convertible
Senior Debentures due 2024" of the Company. The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is limited to $600 ,000,000, except for securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in
lieu of other Securities pursuant to Section 2.07, 2.08, 2.09, 2.12, 7.05, 10.07, 11.01, 11.02 or 12.02 hereof. The Securities shall be issuable in denominations of $1,000 or whole multiples
thereof.

The
Securities shall mature on July 15, 2024.

Interest
shall accrue from July 2, 2004 at the Interest Rate until the principal thereof is paid or made available for payment. Interest shall be payable semiannually in arrears
on January 15 and July 15 of each year, commencing January 15, 2005.

Interest
on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full semiannual period for
which interest is calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month.

Subject
to Section 2.17, a Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Liquidated Damages, if any) on
such Security on the corresponding Interest Payment Date.

A
Holder of any Security that is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date shall be entitled to receive interest
(including Liquidated Damages, if any) on the principal amount of such Security on such Interest Payment Date, notwithstanding the conversion of such Security prior to such Interest Payment Date.
However, any such Holder that surrenders any such Security for conversion during the period beginning with the close of business on such Regular Record Date and ending with the opening of business on
the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest (excluding Liquidated Damages, if any) on the principal amount of such Security so
converted, which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder
that surrenders for conversion any Security (a) that has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.04 hereof on a
Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, (b) with respect to which the Company has specified a Purchase Date that is after
such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (c) on which Defaulted Interest is payable at the time of conversion, but only to the extent of such
Defaulted Interest. In either case described in clause (a) or clause (b) above, such Holder shall be entitled to receive (and retain) such

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interest
and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion.

Principal
of and interest on, Global Securities shall be payable to the Depositary in immediately available funds.

Principal
on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on
Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office
of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the
relevant Record Date by a Holder of an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds.

The
Securities shall be redeemable at the option of the Company as provided in Article 10 hereof.

The
Securities shall have the Purchase Rights exercisable at the option of Holders as provided in Article 11 hereof.

The
Securities shall be convertible as provided in Article 12 hereof.

Section 2.02.Form of Securities.The Securities and the Trustee's certificate of authentication
to be borne by such Securities shall be substantially in the form annexed hereto as
Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this
Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

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

The
Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a
"Global Security") in registered form without interest coupons. The Global Securities shall be:



The
Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2
thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee as required by Section 2.09,
as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided.

Securities
issued in exchange for interests in the Global Securities pursuant to Section 2.08(d) hereof shall be issued in the form of permanent definitive Securities (the
"Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in
Exhibit A annexed hereto.

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The
Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by the Officer executing such Securities, as evidenced by their execution of such Securities.

Section 2.03.Legends.(a)Restricted Securities
Legends.    Each Security issued hereunder shall, upon issuance, bear
the legend set forth in Section 2.03(a)(i) or Section 2.03(a)(ii) (each, a "Restricted Securities Legend"), as the case may
be, and such legend shall not be removed except as provided in Section 2.03(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in
Section 2.03(a)(i) (together with any Common Stock issued upon conversion of the Securities and required to bear the Restricted Securities Legend set forth in Section 2.03(a)(ii),
collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.03(a) (including the
Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions
on transfer.

As
used in Section 2.03(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any
Restricted Security.



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The
Holder must give notice thereof to the Trustee and any transfer agent for the Common Stock, as applicable.

Notwithstanding
the foregoing, the Restricted Securities Legend may be removed if there is delivered to the Company such satisfactory evidence, which may include an opinion of
independent counsel, as may be reasonably required by the Company, that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Security
will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the written direction of the Company, shall authenticate and deliver
in exchange for such Securities another Security or Securities having an equal aggregate principal amount that does not bear such legend. If the Restricted Securities Legend has been removed from a
Security as provided above, no other Security issued in exchange for all or any part of such Security shall bear such legend, unless the Company has reasonable cause to believe that such other
Security is a "restricted security" within

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the
meaning of Rule 144 and instructs the Trustee in writing to cause a Restricted Securities Legend to appear thereon.

Any
Security (or security issued in exchange or substitution thereof) as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the
conditions for removal of the Restricted Securities Legend set forth in Section 2.03(a)(i) as set forth therein have been satisfied may, upon surrender of such Security for exchange to
the Registrar in accordance with the provisions of Section 2.07 hereof, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the
Restricted Securities Legend required by Section 2.03(a)(i).

Any
such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the Restricted Securities
Legend set forth in Section 2.03(a)(ii) as set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in
accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not
bear the Restricted Securities Legend required by Section 2.03(a)(ii).



Section 2.04.Execution, Authentication, Delivery and Dating.An Officer shall execute the
Securities on behalf of the Company by manual or facsimile signature. If the Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall be valid nevertheless.

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 such Company Order shall authenticate and deliver such Securities as in this
Indenture provided and not otherwise.

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 herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered hereunder.

The
Trustee may appoint an authenticating agent or agents reasonably acceptable to the Company with respect to the Securities. Unless limited by the terms of such appointment, an
authenticating agent

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may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

Section 2.05.Registrar and Paying Agent.The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange (the
"Registrar") and an office or agency where Securities may be presented for payment (the "Paying Agent").
The Registrar shall keep a register of the Securities (the "Register") and of their transfer and exchange. The Company may appoint one or more
co-Registrars and one or more additional Paying Agents for the Securities. The term "Paying Agent" includes any additional paying agent and the term "Registrar" includes any additional
registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder.

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



The
Company shall give prompt written notice to the Trustee of the name and address of any Paying Agent who is not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided,however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall
act:



The
Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Section 2.06.Paying Agent to Hold Assets in Trust.Not later than 12:00 Noon (New York City
time) on each due date of the principal and interest (including Liquidated Damages, if any) on any Securities, the
Company shall deposit with one or more Paying Agents money in immediately available funds sufficient to pay such principal and interest (including Liquidated Damages, if any) so becoming due. The
Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company) shall have no further
liability for the money so paid over to the Trustee.

If
the Company shall act as a Paying Agent, it shall, prior to or on each due date of the principal of or interest (including Liquidated Damages, if any) on any of the Securities,
segregate and hold in trust for the benefit of the Holders a sum sufficient with monies held by all other Paying Agents, to pay the principal or interest (including Liquidated Damages, if any) so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act.

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Section 2.07.General Provisions Relating to Transfer and Exchange.The Securities are issuable
only in registered form. A Holder may transfer a Security only by written application to the Registrar stating the name of the
proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final
acceptance and registration of the transfer by the Registrar in the Register. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of
beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book-entry. Notwithstanding the foregoing, in the case of a Restricted Security, a beneficial interest in a
Global Security being transferred in reliance on an exemption from the registration requirements of the Securities Act other than in accordance with Rule 144 and Rule 144A may only be
transferred for a Physical Security.

When
Securities are presented to the Registrar with a request to register the transfer or to exchange them for an equal aggregate principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Securities are duly endorsed or
accompanied by a written instrument of transfer duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). Subject to Section 2.04
hereof, to permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar's request. No service charge shall be made for any
registration of transfer or exchange or redemption of the Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.14, 7.05 or 10.07 hereof).

In
the event of a redemption in part, neither the Company nor the Registrar shall be required to issue, register the transfer of, or exchange, Securities during the period of
15 days before the mailing of the notice of redemption.

Section 2.08.Book-Entry Provisions for the Global Securities.(a) The Global Securities
initially shall



Members
of, or participants in, the Depositary ("DTC Participants") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Security, 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 Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Trustee or any
agent of the Company or Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and the DTC Participants,
the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(b)   The
registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through
DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.

(c)   A
Global Security may not be transferred, in whole or in part, to any Person other than the Depositary (or a nominee thereof), and no such transfer to any such other
Person may be registered.

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Beneficial
interests in a Global Security may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 2.09 hereof.

(d)   Notwithstanding
any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for a Security registered in the
name of any person other than the Depositary or one or more nominees thereof, provided that a Global Security may be exchanged for Securities registered in the names of any person designated by the
Depositary in the event that (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to be a
"clearing agency" registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days, (ii) to the extent permitted by the Depositary, the
Company determines at any time that the Securities shall no longer be represented by Global Securities and shall inform such Depositary of such determination and participants in such Depository elect
to withdraw their beneficial interests in the Global Securities from such Depository, following notification by the Depository of their right to do so; or (iii) a beneficial owner of Securities
requests to exchange such beneficial owner's interest in the Global Securities for Certificated Securities. Any Global Security exchanged pursuant to clause (i) above shall be so exchanged in
whole and not in part, and any Global Security exchanged pursuant to clause (ii) or (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any
Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a person other than the
Depositary or a nominee thereof shall not be a Global Security.

Upon
the occurrence of (i), (ii) or (iii) above, the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and the Company
shall execute, and the Trustee, upon receipt of an Officers' Certificate and Company Order for the authentication and delivery of Securities, shall authenticate and deliver in exchange for such Global
Security or Global Securities, Physical Securities of like tenor as that of the Global Securities in an aggregate principal amount equal to the aggregate principal amount of such Global Security or
Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Securities represented by such Global Security
or Global Securities (or any nominees thereof).

Notwithstanding
the foregoing, in connection with any such surrender and subsequent exchange pursuant to Section 2.08(d) hereof, the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred.

Section 2.09.Special Transfer Provisions.Unless a Security is transferred after the time
period referred to in Rule 144(k) under the Securities Act or otherwise sold pursuant to a registration
statement that has been declared effective under the Securities Act (and that continues to be effective at the time of such sale), the following provisions shall apply:



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By
its acceptance of any Security bearing the Restricted Securities Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this
Indenture and agrees that it will transfer such Security only as provided in this Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the
restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and rely on written instructions from the Company verifying that such transfer
complies with such restrictions on transfer. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to,
the registration requirements of the Securities Act;provided,however, that the Registrar shall not be
required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

The
Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.08 hereof or this Section 2.09. The Company shall
have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Section 2.10.Holder Lists.The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Holders and shall
otherwise comply with Section 312(a) of the TIA. If the Trustee is not the Registrar, the Company shall furnish to the Trustee prior to or on each Interest Payment Date and at such other times
as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders relating to such Interest Payment Date or
request, as the case may be.

Section 2.11.Persons Deemed Owners.The Company, the Trustee and any agent of the Company or
the Trustee may treat the registered Holder of a Global Security as the absolute owner of such Global
Security for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security be overdue, and notwithstanding any notice of ownership
or writing thereon, or any notice of previous loss or theft or other interest therein. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of receiving payment of principal of and interest (including Liquidated Damages, if any) on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and notwithstanding any notice of ownership or writing thereon, or any notice of previous loss or theft or other interest therein.

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Section 2.12.Mutilated, Destroyed, Lost or Stolen Securities.If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new
Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If
there is delivered to the Company and the Trustee



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 shall execute and, upon request, the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.

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, but subject to any conversion rights, may,
instead of issuing a new Security, pay such Security, upon satisfaction of the condition set forth in the preceding paragraph.

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

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

Section 2.13.Treasury Securities.In determining whether the Holders of the requisite principal
amount of Outstanding Securities are present at a meeting of Holders for quorum purposes or have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such determination as to the presence of a quorum or upon any such request, demand, authorization,
direction, notice, consent or waiver, only such Securities of which the Trustee has received written notice and are so owned shall be so disregarded.

Section 2.14.Temporary Securities.Pending the preparation of Securities in definitive form,
the Company may execute and the Trustee shall, upon written request of the Company, authenticate and
deliver temporary Securities (printed or lithographed). Temporary Securities shall be issuable in any authorized denomination, and substantially in the form of the Securities in definitive form but
with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every such temporary Security shall be executed by the Company
and authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the Securities in definitive form. Without unreasonable delay, the Company
will execute and deliver to the Trustee Securities in definitive form (other than in the case of Securities in global form) and thereupon any or all temporary Securities (other than any such
Securities in global form) may be surrendered in exchange therefor, at each office or agency maintained by the Company

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pursuant
to Section 9.02 and the Trustee shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount of Securities in definitive form. Such
exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits and
subject to the same limitations under this Indenture as Securities in definitive form authenticated and delivered hereunder.

Section 2.15.Cancellation.All securities surrendered for payment, redemption, purchase,
conversion, registration of transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Securities so delivered shall be canceled promptly by the Trustee, and no Securities shall be issued in lieu thereof except as expressly permitted by any of
the provisions of this Indenture. Upon written instructions of the Company, the Trustee shall destroy canceled Securities and, after such destruction, shall deliver a certificate of such destruction
to the Company. If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless the
same are delivered to the Trustee for cancellation.

Section 2.16.CUSIP Numbers.The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and the Trustee shall use CUSIP numbers in notices of redemption or
exchange as a convenience to Holders;provided,however, that any such notice shall state that no
representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any such notice 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.

Section 2.17.Defaulted Interest.If the Company fails to make a payment of interest (including
Liquidated Damages, if any) on any Security when due and payable ("Defaulted
Interest"), it shall pay such Defaulted Interest plus (to the extent lawful) any interest payable on the Defaulted Interest, in any lawful manner. It may elect to pay such
Defaulted Interest, plus any such interest payable on it, to the Persons who are Holders of such Securities on which the interest is due on a subsequent Special Record Date. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security. The Company shall fix any such Special Record Date and payment date for such payment. At least
15 days before any such Special Record Date, the Company shall mail to Holders affected thereby a notice that states the Special Record Date, the Interest Payment Date, and amount of such
interest (and such Liquidated Damages, if any) to be paid.

Section 2.18.Rule 144A.The Company agrees that it will refuse to register any transfer of
Securities or Common Stock that is not made in accordance with the provisions of
Rule 144A under the Securities Act, pursuant to a registration statement that has been declared effective under the Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act;providedthat this Section 2.18 shall not be applicable to any Securities or shares of Common Stock that do
not bear the legend set forth in Section 2.03(a)(i) or (ii) hereof.

ARTICLE 3  [RESERVED]

ARTICLE 4  DEFAULTS AND REMEDIES

Section 4.01.Events of Default.An "Event of Default"
with respect to the Securities occurs when any of the following occurs (whatever the reason
for such Event of Default and whether it shall

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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):



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Section 4.02.Acceleration of Maturity; Rescission and Annulment.If an Event of Default with
respect to Outstanding Securities (other than an Event of Default specified in Section 4.01(g) or 4.01(h) hereof) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities, by written notice to the Company, may declare due and payable 100% of the principal
amount of all Outstanding Securities plus any accrued and unpaid interest (including Liquidated Damages, if any) to the date of payment. Upon a declaration of acceleration, such principal and accrued
and unpaid interest (including Liquidated Damages, if any) to the date of payment shall be immediately due and payable.

If
an Event of Default specified in Section 4.01(g) or 4.01(h) hereof occurs, all unpaid principal of and accrued and unpaid interest (including Liquidated Damages, if any) on the
Outstanding Securities shall become and be immediately due and payable, without any declaration or other act on the part of the Trustee or any Holder.

The
Holders of a majority in aggregate principal amount of the Outstanding Securities by written notice to the Trustee may rescind and annul an acceleration and its consequences if:



provided, however, that in the event such declaration of acceleration has been made based on the existence of an Event of Default under
Section 4.01(e) hereof and such Event of Default has been remedied, cured or waived in accordance with Section 4.01(e) hereof, then, without any further action by the Holders, such
declaration of acceleration shall be rescinded automatically and the consequences of such declaration shall be annulled. No such rescission or annulment shall affect any subsequent Default or impair
any right consequent thereon.

Section 4.03.Other Remedies.If an Event of Default with respect to Outstanding Securities
occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in
equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities.

The
Trustee may maintain a proceeding in which it may prosecute and enforce all rights of action and claims under this Indenture or the Securities, even if it does not possess any of the
Securities or does not produce any of them in the proceeding.

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Section 4.04.Waiver of Past Defaults.The Holders, either (a) through the written consent
of not less than a majority in aggregate principal amount of the Outstanding Securities or
(b) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least a majority in aggregate principal amount of
the Outstanding Securities represented at such meeting, may, on behalf of the Holders of all of the Securities, waive an existing Default or Event of Default, except a Default or Event of Default:



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

Section 4.05.Control by Majority.The Holders, either (a) through the written consent of
not less than a majority in aggregate principal amount of the Outstanding Securities, or
(b) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least a majority in aggregate principal amount of
the Outstanding Securities represented at such meeting, 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. However, the Trustee may refuse to follow any direction that:



The
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Section 4.06.Limitation on Suit.No Holder of any Security shall have any right to pursue any
remedy with respect to this Indenture or the Securities (including instituting any proceeding,
judicial or otherwise, with respect to this Indenture or for the appointment of a receiver or trustee) unless:



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provided, however, that no one or more of such Holders may use this Indenture to prejudice the rights of another Holder or to obtain preference or
priority over another Holder.

Section 4.07.Unconditional Rights of Holders to Receive Payment and to Convert.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 interest (including Liquidated Damages, if any) on such Security on the Stated Maturity expressed in such Security (or, in the case of redemption, on the Redemption Date, or in
the case of the exercise of a Purchase Right or Put Purchase Right, on the Purchase Date or Put Purchase Date, as applicable) and to convert such Security in accordance with Article 12, and to
bring suit for the enforcement of any such payment on or after such respective dates and right to convert, and such rights shall not be impaired or affected without the consent of such Holder.

Section 4.08.Collection of Indebtedness and Suits for Enforcement by the Trustee.The Company
covenants that if:



the
Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable (as expressed therein or as a result of any
acceleration effected pursuant to Section 4.02 hereof) on such Securities for principal and interest (including Liquidated Damages, if any) and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal and on any overdue interest (including Liquidated Damages, if any), in each case at the Interest Rate, 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, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, 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.

Section 4.09.Trustee May File Proofs of Claim.In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or the property of the Company or its creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest (including Liquidated
Damages, if any)) shall be entitled and empowered, by intervention in such proceeding or otherwise,

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(1) to
file and prove a claim for the whole amount of principal and interest (including Liquidated Damages, if any) 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 of Securities allowed in such judicial proceeding, and (2) to collect and receive any moneys or other property payable or deliverable on any such claim
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceedings is hereby authorized by each Holder of
Securities to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 5.08.

Nothing
contained herein 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.

Section 4.10.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, subject to any determination in such proceeding, the Company,
the Trustee and the Holders of Securities shall 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 4.11.Rights and Remedies.Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 2.12, no right or remedy conferred in this Indenture 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 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 4.12.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 any acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Securities
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 4.13.Application of Money Collected.Any money and property 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 and property on account of principal or interest (including Liquidated Damages, if any), upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:



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Section 4.14.Undertaking for Costs.All parties to this Indenture agree, and each Holder of any
Security by such Holder's 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, suffered 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 Company, 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 aggregate principal amount
of the Outstanding Securities, or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of or interest (including Liquidated Damages, if any) on any
Security on or after the Stated Maturity expressed in such Security (or, in the case of redemption or exercise of a Purchase Right, on or after the Redemption Date) or for the enforcement of the right
to convert any Security in accordance with Article 12.

Section 4.15.Waiver of Stay or Extension Laws.The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim to take the
benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that 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 will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 5  THE TRUSTEE

Section 5.01.Certain Duties and Responsibilities.(a) Except during the continuance of an Event
of Default,



(b)   In
case an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's
own affairs.

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(c)   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, or its own
willful misconduct, except that:



(d)   Whether
or not herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 5.01.

(e)   No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any
loss, liability, cost or expense (including, without limitation, reasonable fees of counsel).

(f)    The
Trustee shall not be obligated to pay interest on any money or other assets received by it unless otherwise agreed in writing with the Company. Assets held in trust
by the Trustee need not be segregated from other funds except to the extent required by law.

(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, coupon, 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 at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation.

(h)   The
Trustee shall not be deemed to have notice or actual knowledge of any Event of Default or a Registration Default or the obligation of the Company to pay Liquidated
Damages unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event that is in fact a Default is received by the Trustee pursuant to
Section 14.02 hereof, and such notice references the Securities and this Indenture.

(i)    The
rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent, authenticating agent, Conversion Agent or Registrar acting hereunder.

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Section 5.02.Certain Rights of Trustee.Subject to the provisions of Section 5.01 hereof
and subject to Sections 315(a) through (d) of the TIA:



Section 5.03.Individual Rights of Trustee.The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as such term is defined in Section 310(b) of the
TIA), it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (to the extent permitted under Section 310(b) of the TIA) or resign. Any
agent may do the same with like rights and duties. The Trustee is also subject to Section 5.11 and 5.12 hereof.

Section 5.04.Money Held in Trust.Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise expressly agreed with the Company.

Section 5.05.Trustee's Disclaimer.The recitals contained herein and in the Securities (except
for those in the certificate of authentication) shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. The Trustee shall
not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 5.06.Notice of Defaults.Within 90 days after the occurrence of any Default or
Event of Default hereunder of which the Trustee has received written notice, the Trustee shall give
notice to Holders pursuant to Section 14.02 hereof, unless such Default or Event of Default shall have been cured or waived;provided, however, that,
except in the case of a Default or Event of Default in the payment of the principal of or interest (including Liquidated Damages, if
any), or in the payment of any redemption or purchase obligation, 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 interest of the Holders.

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Section 5.07.Reports by Trustee to Holders.The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required by Section 313 of the TIA
at the times and in the manner provided by the TIA.

A
copy of each report at the time of its mailing to Holders shall be filed with the SEC, if required, and each stock exchange, if any, on which the Securities are listed. The Company
shall promptly notify the Trustee when the Securities become listed on any stock exchange.

Section 5.08.Compensation and Indemnification.The Company covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust) as the Company and the Trustee shall from time to time agree in writing and the Company covenants and
agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it or on its behalf in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such
expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01
hereof, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy
Law. The Company also covenants to indemnify the Trustee and its officers, directors, employees and agents for, and to hold such Persons harmless against, any loss, liability or expense incurred by
them, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder or the performance of their duties hereunder, including the reasonable costs and
expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such loss, liability or expense was due to the negligence or willful
misconduct of such Persons. The obligations of the Company under this Section 5.08 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or
reimburse such Persons for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier
resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such senior claim. "Trustee" for purposes of this Section 5.08 shall include
any predecessor Trustee, but the negligence or willful misconduct of any Trustee shall not affect the indemnification of any other Trustee.

Section 5.09.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 5.09.

The
Trustee may resign and be discharged from the trust hereby created by so notifying the Company in writing. The Holders of at least a majority in aggregate principal amount of
Outstanding Securities may remove the Trustee by so notifying the Trustee and the Company in writing. The Company must remove the Trustee if:



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If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Company shall promptly appoint a successor Trustee. The Trustee shall be
entitled to payment of its fees and reimbursement of its expenses while acting as Trustee.

Any
Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee if the Trustee fails to comply with
Section 5.11 hereof.

If
an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation or removal, the
resigning or removed Trustee, as the case may be, may petition, at the expense of the Company, 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. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Company shall mail a notice of the successor Trustee's succession to
the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee. Notwithstanding replacement of the Trustee pursuant to this Section 5.09,
the Company's obligations under Section 5.08 hereof shall continue for the benefit of the retiring Trustee with respect to expenses, losses and liabilities incurred by it prior to such
replacement.

Section 5.10.Successor Trustee by Merger, Etc..Subject to Section 5.11 hereof, if the
Trustee consolidates with, merges or converts into, or transfers or sells all or substantially all of its corporate
trust business (including the administration of the trust created by this Indenture) to, another corporation or national banking association, the successor entity without any further act shall be the
successor Trustee as to the Securities.

Section 5.11.Corporate Trustee Required; Eligibility.The Trustee shall at all times satisfy
the requirements of Sections 310(a)(1), (2) and (5) of the TIA. The Trustee shall at all times have (or, in
the case of a corporation included in a bank holding company system, the related bank holding company shall at all times have) a combined capital and surplus of at least $100 million as set
forth in its (or its related bank holding company's) most recent published annual report of condition. The Trustee is subject to Section 310(b) of the TIA.

Section 5.12.Collection of Claims Against the Company.The Trustee is subject to
Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated therein.

ARTICLE 6  CONSOLIDATION, MERGER, SALE, TRANSFER OR LEASE

Section 6.01.Company May Consolidate, Etc., Only on Certain Terms.The Company shall not consolidate
with or merge into any other Person or sell, lease or otherwise transfer in one transaction or a series of related transactions
the consolidated assets of the Company and its Subsidiaries, substantially as an entirety, to any Person unless:



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Section 6.02.Successor Substituted.Upon any consolidation or merger by the Company with or into
any other Person or any sale, lease or other transfer in one transaction or a series of related
transactions of the consolidated assets of the Company and its Subsidiaries, substantially as an entirety, to any Person, in accordance with Section 6.01 hereof, the successor Person formed by
such consolidation or into which the Company is merged or to which such sale, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease to another Person, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE 7  AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 7.01.Without Consent of Holders of Securities.Without the consent of any Holders of
Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may
amend this Indenture and the Securities to:



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Section 7.02.With Consent of Holders of Securities.Except as provided above in
Section 7.01 or below in this Section 7.02, this Indenture or the Securities may be amended or supplemented, and
noncompliance by the Company in any particular instance with any provision of this indenture or the Securities may be waived, in each case (i) with the written consent of the Holders of at
least a majority in aggregate principal amount of the Outstanding Securities or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is
present, by the Holders of a majority in aggregate principal amount of the Outstanding Securities represented at such meeting.

Without
the written consent or the affirmative vote of each Holder of Securities affected, an amendment or waiver under this Section 7.02 may not:



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It
shall not be necessary for any Act of Holders of Securities 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 7.03.Compliance with Trust Indenture Act.Every amendment to this Indenture or the
Securities shall be set forth in a supplemental indenture that complies with the TIA as then in effect.

Section 7.04.Revocation of Consents and Effect of Consents or Votes.Until an amendment,
supplement or waiver becomes effective, a written consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent is not made on any Security; provided,however, that unless a record date shall have been established, any such Holder or subsequent
Holder may revoke the consent as to its Security or portion of a Security if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.

An
amendment, supplement or waiver becomes effective on receipt by the Trustee of written consents from or affirmative votes by, as the case may be, the Holders of the requisite
percentage of aggregate principal amount of the Outstanding Securities, and thereafter shall bind every Holder of Securities;provided, however, if the
amendment, supplement or waiver makes a change described in any of clauses (a) through (i) of Section 7.02 hereof,
the amendment, supplement or waiver shall bind only each Holder of a Security that has consented to it or voted for it, as the case may be, and every subsequent Holder of a Security or portion of a
Security that evidences the same indebtedness as the Security of the consenting or affirmatively voting, as the case may be, Holder.

Section 7.05.Notation on or Exchange of Securities.If an amendment, supplement or waiver
changes the terms of a Security:



Failure
to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver.

Section 7.06.Trustee to Sign Amendment, Etc.The Trustee shall sign any supplement or amendment
authorized pursuant to this Article 7 if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If the supplement or amendment does adversely affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may but need not sign it. In
signing or refusing to sign such supplement or amendment, the Trustee shall be entitled to receive and shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment is authorized or permitted by this Indenture.

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ARTICLE 8  MEETING OF HOLDERS OF SECURITIES

Section 8.01.Purposes for Which Meetings May Be Called.A meeting of Holders of Securities may be
called at any time and from time to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities.

Notwithstanding
anything contained in this Article 8, the Trustee may, during the pendency of a Default or an Event of Default, call a meeting of Holders of Securities in
accordance with its standard practices.

Section 8.02.Call Notice and Place of Meetings.(a) The Trustee may at any time call a
meeting of Holders of Securities for any purpose specified in Section 8.01 hereof, to be held at such time
and at such place in The City of New York. Notice of every meeting of Holders of Securities, setting forth the time and the place of such meeting, in general terms the action proposed to be taken at
such meeting and the percentage of the principal amount of the Outstanding Securities that shall constitute a quorum at such meeting, shall be given, in the manner provided in Section 14.02
hereof, not less than 21 nor more than 180 days prior to the date fixed for the meeting.



Section 8.03.Persons Entitled to Vote at Meetings.To be entitled to vote at any meeting of
Holders of Securities, a Person shall be (a) a Holder of one or more Outstanding Securities on the Record Date
pertaining to such meeting or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities by such Holder or Holders on the Record
Date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

Section 8.04.Quorum; Action.The Persons entitled to vote a majority in principal amount of the
Outstanding Securities shall constitute a quorum. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities, be dissolved. In any other case, the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 8.02(a) hereof, except that such notice need be given only once and not less than five days prior to the date on which the meeting is
scheduled to be reconvened.

At
a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by the second paragraph of
Section 7.02 hereof) shall be effectively passed and decided if passed or decided by the Persons entitled to vote not

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less
than a majority in principal amount of Outstanding Securities represented and voting at such meeting.

Any
resolution passed or decisions taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities, whether or
not present or represented at the meeting.

Section 8.05.Determination of Voting Rights; Conduct and Adjournment of Meetings.(a)
 Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.



Section 8.06.Counting Votes and Recording Action of Meetings.The vote upon any resolution
submitted to any meeting of Holders of Securities shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 8.02 hereof and, if applicable, Section 8.04 hereof. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

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ARTICLE 9  COVENANTS

Section 9.01.Payment of Principal and Interest.The Company will duly and punctually pay the principal
of and interest (including Liquidated Damages, if any) on the Securities in accordance with the terms of
the Securities and this Indenture. The Company will deposit or cause to be deposited with the Trustee as directed by the Trustee, no later than the day of the Stated Maturity of any Security or
installment of interest (including Liquidated Damages, if any), all payments so due.

Section 9.02.Maintenance of Offices or Agencies.The Company hereby appoints the Trustee's
Corporate Trust Office as its office in The City of New York where Securities may be:



and
where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

The
Company may at any time and from time to time vary or terminate the appointment of any such office or appoint any additional offices for any or all of such purposes; provided,however, that until all of the Securities have been delivered to the Trustee for cancellation,
or moneys sufficient to pay the principal of and interest (including Liquidated Damages, if any) on the Securities have been made
available for payment and either paid or returned to the Company pursuant to the provisions of Section 9.03 hereof, the Company will maintain in The City of New York, an office or agency where
Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion and where
notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in
accordance with Section 14.02 hereof, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency.

If
at any time the Company shall fail to maintain any such required office or agency in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations
and surrenders may be made at, and notices and demands may be served on, the Corporate Trust Office of the Trustee.

Section 9.03.Corporate Existence.Subject to Article 6 hereof, the Company will do or
cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises;provided,however, that the Company shall not
be required to preserve any such right or franchise if the Company determines 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 9.04.Reports.(a)    The Company shall make available to the
Trustee within 15 days after it files them with the SEC copies of the annual and quarterly reports
and other information, documents and other reports deemed "filed" for the purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the
Exchange Act (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act;provided,however, that the Company shall not be required to deliver to the
Trustee any materials for which the Company has sought and received confidential treatment by the SEC. The Company also shall comply with the other provisions of Section 314(a) of the TIA.

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(b)   If
at any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Holder of a Security, the Company will promptly
furnish or cause to be furnished to such Holder or to a prospective purchaser of such Security designated by such Holder, as the case may be, the information, if any, required to be delivered by it
pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with the resale of such Security; provided,however, that the Company shall not be required to furnish such information in connection with
any request made on or after the date that is two years from the Issue Date.

Section 9.05.Compliance Certificate.The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year of the Company, an Officers' Certificate stating whether or not
the signer thereof has knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under this Indenture and, if so, specifying each such failure
and the nature thereof. Within five Business Days of an Officer of the Company coming to have actual knowledge of a Default, regardless of the date, the Company shall deliver an Officers' Certificate
to the Trustee specifying such Default and the nature and status thereof.

Section 9.06.Liquidated Damages.If Liquidated Damages are payable by the Company pursuant to
the Registration Rights Agreement, the Company shall deliver to the Trustee an Officers' Certificate
to that effect stating (i) the amount of such Liquidated Damages that are payable, (ii) the reason why such Liquidated Damages are payable and (iii) the date on which such damages
are payable. Unless and until a Responsible Officer of the Trustee receives such an Officers' Certificate, the Trustee may assume without inquiry that no Liquidated Damages are payable. If the Company
has paid Liquidated Damages directly to the persons entitled to such amounts, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

ARTICLE 10  REDEMPTION OF SECURITIES

Section 10.01.Optional Redemption.The Securities are not redeemable prior to July 20, 2009. On
and after July 20, 2009, the Company may, at its option, redeem the Securities in whole
at any time or in part from time to time, on any date prior to maturity, upon notice as set forth in Section 10.04, at a redemption price equal to 100% of the principal amount of the Securities
(the "Optional Redemption Price"), plus any accrued and unpaid interest (including Liquidated Damages, if any) but not paid prior to, but excluding, the
Optional Redemption Date.

Section 10.02.Notice to Trustee.If the Company elects to redeem Securities pursuant to the
redemption provisions of Section 10.01 hereof, it shall notify the Trustee at least
30 days prior to the Redemption Date of such intended Redemption Date, the principal amount of Securities to be redeemed and the CUSIP numbers of the Securities to be redeemed.

Section 10.03.Selection of Securities to be Redeemed.If fewer than all the Securities are to
be redeemed, the Trustee shall select the particular Securities to be redeemed from the Outstanding Securities on a pro
rata basis or by lot or in accordance with any other method the Trustee considers fair and appropriate. Securities and portions thereof that the Trustee selects shall be in amounts equal to the
minimum authorized denominations for Securities to be redeemed or any whole multiple thereof.

If
any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed 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 additional interest payment as a result of such deemed redemption than such Holder would have otherwise
been entitled to receive upon conversion of such Security). Securities that have been converted during a selection of

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Securities
to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection.

The
Trustee shall promptly notify the Company and the Registrar in writing of the Securities selected for redemption 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 Securities redeemed or
to be redeemed only in part, to the portion of the principal amount of such Securities that has been or is to be redeemed.

No
Securities may be redeemed by the Company pursuant to this Article 10 if the principal amount of the Securities has been accelerated, and such acceleration has not been
rescinded, on or prior to such redemption.

Section 10.04.Notice of Redemption.Notice of redemption shall be given in the manner provided
in Section 14.02 hereof to the Holders of Securities to be redeemed. Such notice shall be given
not less than 30 nor more than 60 days prior to the Redemption Date.

All
notices of redemption shall state:



The
notice given shall specify the last date on which exchanges or transfers of Securities may be made pursuant to Section 2.07 hereof, and shall specify the serial numbers of
Securities and the portions thereof called for redemption.

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

Section 10.05.Effect of Notice of Redemption.Notice of redemption having been given as
provided in Section 10.04 hereof, 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 and any accrued and unpaid interest (including
Liquidated Damages, if any)) such Securities shall cease to bear interest.

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Upon
surrender of any such Security for redemption in accordance with such notice, such Security shall be paid by the Company at the Redemption Price plus any accrued and unpaid interest (including
Liquidated Damages, if any);provided,however, that the installments of interest on Securities whose
Stated Maturity is prior to or on the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date
according to their terms and the provisions of Section 2.01 hereof.

If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the Interest
Rate.

Section 10.06.Deposit of Redemption Price.Prior to or on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent an amount of money sufficient to pay the Redemption Price of
all the Securities to be redeemed on that Redemption Date, other than any Securities called for redemption on that date that have been converted prior to the date of such deposit, and any accrued and
unpaid interest (including Liquidated Damages, if any) on such Securities.

If
any Security called for redemption is converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such Security
shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the fourth to last paragraph of Section 2.01 hereof) be paid to the
Company upon request of the Company or, if then held by the Company, shall be discharged from such trust.

Section 10.07.Securities Redeemed in Part.Any Security that is to be redeemed only in part
shall be surrendered at an office or agency of the Company designated for that purpose pursuant to
Section 9.02 hereof (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 the Holder's attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge, 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.

Section 10.08.Conversion Arrangement On Call For Redemption.In connection with any redemption
of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement
with one or more investment banks or other purchasers to purchase such Securities by paying to the Trustee in trust for the Holders of the Securities, on or prior to 10:00 a.m. New York City
time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price of, and
any accrued and unpaid interest (including Liquidated Damages, if any) with respect to, such Securities. Notwithstanding anything to the contrary contained in this Article 10, the obligation of
the Company to pay the Redemption Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers. If such an agreement is entered into,
any Securities not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such
Holders and surrendered by such purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount
as aforesaid. The Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys
deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion
of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the
Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection

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with
any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Trustee in the defense of any
claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

ARTICLE 11  PURCHASE OF SECURITIES

Section 11.01.Purchase Right Upon Fundamental Change.(a)General.In the event that a Fundamental Change shall occur, each Holder shall have the right
(the "Purchase Right"), at the Holder's option to require the Company to purchase, and upon the exercise of such right in accordance with this
Section 11.01 hereof the Company shall purchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or
any whole multiple thereof (provided,however, that no single Security may be purchased in part unless
the portion of the principal amount of such Security to be Outstanding after such purchase is equal to $1,000 or whole multiples thereof), on the date (the "Purchase
Date") that is not less than 20 nor more than 35 Business Days after the date of the Company Notice at a purchase price equal to 100% of the principal amount of the Securities
to be purchased, plus any accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding, the Purchase Date (the "Purchase
Price");provided, however,that if the Purchase Date falls after a Record Date and on or prior to the corresponding Interest
Payment Date, the Company shall pay the full amount of any accrued and unpaid interest (including Liquated Damages, if any) payable on such Interest Payment Date to the Holder of record at the close
of business on the corresponding Record Date;provided,further, that installments of interest on
Securities whose Stated Maturity is prior to or on the Purchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant
Record Date according to their terms and the provisions of Section 2.01 hereof.

(b)Company Notice.Prior to or on the 15th day after the occurrence of a Fundamental Change, the
Company, or, at the written request and expense of the Company, prior to or on the
15th day after such occurrence, the Trustee, shall give to all Holders of Securities notice, in the manner provided in Section 14.02 hereof, of the occurrence of the Fundamental Change and of
the Purchase Right set forth herein arising as a result thereof (the "Company Notice"). The Company shall also deliver a copy of such notice of a
Purchase Right to the Trustee. Each notice of a Purchase Right shall state:



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No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a Purchase Right or affect the validity of the proceedings for the
purchase of Securities.

(c)Conditions to the Company's Obligation to Purchase.To exercise a Purchase Right, a Holder shall
deliver to the Trustee on or prior to the Purchase Date written notice ("Fundamental Change
Purchase Notice") of the Holder's exercise of such right in the form of the Notice of Exercise of Purchase Right certificate included in Exhibit A annexed hereto, which
notice shall set forth:



(d)Withdrawal of Fundamental Change Purchase Notice.A Holder may withdraw any Fundamental Change
Purchase Notice in whole or in part by a written notice of withdrawal delivered to the Paying Agent prior to the
close of business on the applicable Purchase Date. The notice of withdrawal must state:



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

(e)Payment of Purchase Price by the Company; Effect on Holders of Purchased Securities.Payment of
the Purchase Price for a Security for which a Fundamental Change Purchase Notice has been delivered and not withdrawn is conditioned upon
book-entry transfer or delivery of the Security, together with necessary endorsements, to the Paying Agent at its Corporate Trust Office in the Borough of Manhattan, The City of New York,
or any other office of the Paying Agent, at any time after delivery of the Fundamental Change Purchase Notice. The Company shall pay the Purchase Price for the Security promptly following the later of
the Purchase Date and the time of book-entry transfer or delivery of the Security. If the Paying Agent holds money or securities sufficient to pay the Purchase Price on the relevant
Purchase Date, then, on and after the Business Day immediately following the Purchase Date:



in
each case, whether or not book-entry transfer of the purchased Securities is made or whether or not the purchased Securities are delivered to the Paying Agent.

(f)    If
any Security (or portion thereof) surrendered for purchase shall not be so paid on the Purchase Date, the principal amount of such Security (or portion thereof, as
the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Purchase Date at the

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Interest
Rate, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.

(g)   Any
Security that is to be purchased only in part shall be surrendered to the Trustee (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 make available for delivery 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 unpurchased portion of the principal of the Security so surrendered.

(h)   All
Securities delivered for purchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in
Section 2.15 hereof.

(i)    In
connection with any purchase of the Securities pursuant to Sections 11.01, the Company will comply with Rule 13e-4 under the Exchange Act to the
extent applicable at that time.

(j)    No
Securities may be purchased by the Company in connection with a Fundamental Change pursuant to this Section 11.01 if the principal amount of the Securities has
been accelerated, and such acceleration has not been rescinded, on or prior to the Purchase Date.

(k)   Whenever
in this Indenture (including Sections 2.02, 4.01(a) and 4.07 hereof) or Exhibit A annexed hereto there is a reference, in any context, to the principal
of any Security as of any time, such reference shall be deemed to include reference to the Purchase Price payable in respect to such Security to the extent that such Purchase Price is, was or would be
so payable at such time, and express mention of the Purchase Price in any provision of this Indenture shall not be construed as excluding the Purchase Price in those provisions of this Indenture when
such express mention is not made.

Section 11.02.Purchase of Securities by the Company at Option of the Holder.(a)General. Each Holder shall have the right (the "Put Purchase
Right") to require the Company to purchase all or a portion of its Securities on July 15, 2009, July 15, 2014 and July 15, 2019 (or, if any such date is
not a Business Day, on the immediately succeeding Business Day) (each, a "Put Purchase Date"), at 100% of the principal amount of the Securities to be
so purchased, plus any accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding, such Put Purchase Date (the "Put Purchase
Price").

(b)Company Notice.On or before the twenty-first (21st) Business Day prior to each Put Purchase Date,
the Company shall provide to the Trustee, the Paying Agent and to all Holders
at their respective addresses as shown on the Register, and to beneficial owners of the Securities where required by applicable law, a notice stating, among other things:



Simultaneously
with providing such notice, the Company shall publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the
information on the Company's website or through such other public medium as the Company may use at that time.

(c)Conditions to the Company's Obligation to Purchase.The Company will be required to purchase only
Securities with respect to which each of the following conditions has been satisfied:



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(d)Withdrawal of Put Purchase Notice.A Holder may withdraw any Put Purchase Notice in whole or in
part by a written notice of withdrawal delivered to the Trustee or the Paying Agent prior to the
close of business on the third (3rd) Business Day prior to the applicable Put Purchase Date. The notice of withdrawal must state:



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

The
Put Purchase Price shall be so paid pursuant to this Section 11.02 only if the Securities so delivered by the Holder conform in all respects to the description thereof in the
related Put Purchase Notice, as determined by the Company in its sole discretion.

(e)Payment of Put Purchase Price by the Company; Effect on Holders of Purchased Securities.Payment
of the Put Purchase Price for a Security for which a Put Purchase Notice has been delivered and not withdrawn is conditioned upon book-entry
transfer or delivery of the Security, together with necessary endorsements, to the Paying Agent at its Corporate Trust Office in the Borough of Manhattan, The City of New York, or any other office of
the Paying Agent, at any time after delivery of the Put Purchase Notice. The Company shall pay the Put Purchase Price to the Paying Agent promptly following the later of the relevant Put Purchase Date
or the time of book-entry transfer or delivery of the purchased Securities. If either the Trustee or the Paying Agent holds money or securities sufficient to pay the Put Purchase Price on
the Business Day immediately following the Put Purchase Date, then:



in
each case, whether or not book-entry transfer of the purchased Securities is made or whether or not the purchased Securities are delivered to the Paying Agent.

(f)    If
any Security (or portion thereof) surrendered for purchase shall not be so paid on the Put Purchase Date, the principal amount of such Security (or portion thereof,
as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Put Purchase Date at the

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Interest
Rate, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.

(g)   Any
Security that is to be purchased only in part shall be surrendered to the Trustee (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 make available for delivery 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 unpurchased portion of the principal of the Security so surrendered.

(h)   All
Securities delivered for purchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in
Section 2.15 hereof.

(i)    In
connection with any purchase of the Securities pursuant to this Section 11.02, the Company will comply with Rule 13e-4 under the Exchange
Act to the extent applicable at that time.

(j)    No
Securities may be purchased by the Company pursuant to this Section 11.02 if the principal amount of the Securities has been accelerated, and such acceleration
has not been rescinded, on or prior to the relevant Put Purchase Date.

(k)   Whenever
in this Indenture (including Sections 2.02, 4.01(a) and 4.07 hereof) or Exhibit A annexed hereto there is a reference, in any context, to the principal
of any Security as of any time, such reference shall be deemed to include reference to the Put Purchase Price payable in respect to such Security to the extent that such Put Purchase Price is, was or
would be so payable at such time, and express mention of the Put Purchase Price in any provision of this Indenture shall not be construed as excluding the Put Purchase Price in those provisions of
this Indenture when such express mention is not made.

ARTICLE 12  CONVERSION OF SECURITIES

Section 12.01.Conversion Right and Conversion Rate.(a) (i) Subject to and upon: (A)
 compliance with the provisions of this Article and (B) the occurrence of one or more of the conditions set
forth in paragraph 7(d) of the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is $1,000 or a multiple of $1,000 may be
converted at the principal amount thereof, or of such portion thereof, into the number of duly authorized, fully paid and nonassessable shares of Common Stock at the Conversion Rate in effect at the
time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding July 15, 2024.



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The
Stock Prices set forth in the first row of the table in Schedule A hereto and set forth in theprovisoin the first sentence of
the preceding paragraph shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which
is the Conversion Rate as so adjusted. The Company's obligation to deliver Additional Shares shall be subject to adjustment in the same manner as the Conversion Rate as set forth Section 12.04
and Section 12.11.

Notwithstanding
the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 121.5067 per $1,000 principal amount of Securities, subject to
adjustments in the same manner as the Conversion Rate as set forth in Section 12.04 and Section 12.11.

Promptly
following the Effective Date, the Company shall calculate the Stock Price and the number of Additional Shares based on the applicable Stock Price and Effective Date. No less
than five Business Days following the Effective Date, the Company shall notify the Trustee of the results of such calculations and notify the Holders of the Stock Price, the number of Additional
Shares per $1,000 principal amount of Securities. The Company shall issue a press release containing the information described in this paragraph and publish such information on its website.

(b)   In
case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or the portion so called, shall expire at the close of
business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. If a Holder exercises its Purchase Right or Put Purchase
Right with respect to a Security or portion thereof, such conversion right in respect of the Security or portion thereof shall expire at the close of business on the Business Day preceding the
Purchase Date or Put Purchase Date, as applicable.

(c)   Each
$1,000 principal amount of the Securities shall be convertible into 86.7905 shares of Common Stock (herein called the "Conversion
Rate"), subject to adjustment in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (m) of Section 12.04 hereof.

Section 12.02.Exercise of Conversion Right.To exercise the conversion right, the Holder of any
Security to be converted shall surrender such Security duly endorsed or assigned to the Company or in blank,
at the office of any Conversion Agent, accompanied by a duly signed conversion notice substantially in the form attached to the Security to the Company stating 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.

Any
Security surrendered for conversion during the period beginning on the close of business on any Regular Record Date and ending with the opening of business on the corresponding
interest Payment Date shall be accompanied by payment of an amount equal to the interest (excluding Liquidated Damages, if any) to be received on such Interest Payment Date on the principal amount of
the Security being surrendered for conversion. Notwithstanding the foregoing, any Holder that surrenders for conversion any Security (a) that has been called for redemption by the Company in a
notice of redemption given by the Company pursuant to Section 10.04 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date,
(b) with

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respect
to which the Company has specified a Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (c) on which Defaulted Interest
is payable at the time of conversion, but only to the extent of such Defaulted Interest, need not make the payment referred to in the preceding sentence. In either case described in clause (a)
or clause (b) above, such Holder shall be entitled to receive (and retain) the interest to be received on such Interest Payment Date on the principal amount of the Security being surrendered
for conversion.

Securities
shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing
provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be
treated for all purposes as the record holder or holders of such Common Stock at such time. Except as provided above in this Section 12.02, no adjustment shall be made for interest and
Liquidated Damages, if any, accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article 12. As promptly as
practicable on or after the conversion date, but in no event later than the fifth Business Day thereafter, the Company shall cause to be issued and delivered to such Conversion Agent a certificate or
certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 12.03 hereof.

In
the case of any Security that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the
expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securities.

If
shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in
a name other than that of the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth
in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted
Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder shares of Common Stock or Securities issued
upon conversion of any such Restricted Security not so accompanied by a properly completed certificate.

The
Company hereby initially appoints the Trustee as the Conversion Agent.

Delivery
to the Holder of Securities of the full number of shares of Common Stock into which the Securities are convertible pursuant to the terms of this Article 12 shall be
deemed to satisfy the Company's obligation with respect to such Securities. Accordingly, any accrued but unpaid interest shall be deemed to be paid in full upon conversion, rather than cancelled,
extinguished or forfeited.

Section 12.03.Fractional Shares.No fractional shares of Common Stock shall be issued upon
conversion of any Security or 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 issued 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 issued upon conversion of any Security or Securities (or specified portions thereof), the
Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction of the Sale Price of the Common
Stock as of the Trading Day preceding the date of conversion.

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Section 12.04.Adjustment of Conversion Rate.The Conversion Rate shall be subject to adjustments,
 calculated by the Company, from time to time as follows:

(a)   In
case the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Conversion Rate
in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by
multiplying such Conversion Rate by a fraction:



Such
increase shall become effective immediately after the opening of business on the day following the Record Date. If any dividend or distribution of the type described in this
Section 12.04(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not
been declared.

(b)   In
case the 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 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.

(c)   In
case the Company shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common
Stock for a period expiring 45 days or less from the date of issuance of such rights or warrants (or securities convertible into Common Stock) at a price per share (or having a conversion price
per share) less than the Current Market Price (as defined in Section 12.04(g)) on the Record Date fixed for the determination of stockholders entitled to receive such rights or warrants, the
Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the date after such Record Date by a
fraction:



Such
adjustment shall become effective immediately after the opening of business on the day following the Record Date fixed for determination of stockholders entitled to receive such rights or
warrants. To the extent that shares of Common Stock (or securities convertible into Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such
rights or

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warrants
the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the
delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Conversion Rate
shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed.
Notwithstanding the foregoing, after a period of 45 days from the date of issuance of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be
in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into
Common Stock) actually delivered during such period. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current
Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of
such consideration if other than cash, to be determined by the Board of Directors.

(d)   In
case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock of the Company (other than any
dividends or distributions to which Section 12.04(a) applies) or evidences of its indebtedness, cash or other assets, including securities, but excluding (1) any rights or warrants
referred to in Section 12.04(c), (2) any stock, securities or other property or assets (including cash) distributed in connection with a reclassification, change, merger, consolidation,
binding share exchange, combination, sale, lease or other transfer to which Section 12.11 hereof applies and (3) dividends and distributions paid exclusively in cash (the distributed
securities not excluded by the foregoing clauses (1), (2) and (3) hereinafter in this Section 12.04(d) called the "securities"),
then, in each such case, subject to the second succeeding paragraph of this Section 12.04(d), the Conversion Rate shall be increased so that the same shall be equal to the rate determined by
multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date (as defined in Section 12.04(g)) with respect to such distribution by a fraction:



Such
increase shall become effective immediately prior to the opening of business on the day following the Record Date. However, in the event that the then fair market value (as so
determined) of the portion of the shares of capital stock, evidences of indebtedness, cash or other assets, including securities, so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of a
Security (or any portion thereof) the amount of shares of capital stock, evidences of indebtedness, cash or other assets, including securities, such Holder would have received had such Holder
converted such Security (or portion thereof) immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

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In
the event that the Company makes a distribution to all holders of the Common Stock consisting of capital stock of, or similar equity interests in, a Subsidiary or other business unit
of the Company, the Conversion Rate will be adjusted based on the market value of the securities so distributed relative to the market value of the Common Stock, in each case based on the average of
the Sale Prices of those securities for each of the 10 Trading Days commencing on and including the fifth Trading Day after the date on which "ex-distribution trading" commences for such
dividend or distribution on the Nasdaq National Market or such other national or regional exchange or market on which the securities are then listed or quoted.

If
the Board of Directors determines the fair market value of any distribution for purposes of this Section 12.04(d) by reference to the actual or when issued trading market for
any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the "Reference
Period") used in computing the Current Market Price pursuant to Section 12.04(g) to the extent possible, unless the Board of Directors in a Board Resolution determines
in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holder.

Rights
or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either
initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"):



shall
be deemed not to have been distributed for purposes of this Section 12.04(d) (and no adjustment to the Conversion Rate under this Section 12.04(d) will be required) until the
occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different
securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price,
then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or
warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type
described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Rate under this Section 12.04(d):



For
purposes of this Section 12.04(d) and Section 12.04(a), 12.04(b) and 12.04(c), any dividend or distribution to which this Section 12.04(d) is applicable that
also includes shares of Common Stock, a subdivision or combination of Common Stock to which Section 12.04(b) applies, or rights or warrants

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to
subscribe for or purchase shares of Common Stock to which Section 12.04(c) applies (or any combination thereof), shall be deemed instead to be:



(e)   In
case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is distributed upon a reclassification,
change, merger, consolidation, binding share exchange, combination, sale, lease or other transfer to which Section 12.11 hereof applies), then and in each such case, immediately after the close
of business on the Record Date with respect to such distribution, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the close of business on such Record Date by a fraction:



In
the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

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(f)    (i) In case a tender or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock shall expire and such tender or exchange
offer (as amended upon the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution) that as of the last time (the "Expiration Time") tenders or exchanges may
be made pursuant to such tender or exchange offer (as it may be amended) exceeds the Current Market Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time, the
Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time by a fraction:



Such
increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to
purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate
shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. If the application of this Section 12.04(f)(i) to any
tender or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender or exchange offer under this Section 12.04(f)(i).



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such
adjustment to become effective immediately prior to the opening of business on the day following the Offer Expiration Time. In the event that such Person is obligated to purchase shares pursuant
to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this
Section 12.04(f)(ii) shall not be made if, as of the Offer Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage
in any transaction described in Section 12.11.

(g)   For
purposes of this Section 12.04, the following terms shall have the meanings indicated:

(1)   "Current Market Price" of the Common Stock on any day means the average of the Sale Price of the Common Stock for each of
the 10 consecutive Trading Days ending on the earlier of the day in question and the day before the "ex-date" with respect to the issuance or distribution requiring such computation.

For
purposes of this paragraph, the term "ex" date, when used:



Notwithstanding
the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 12.04, such adjustments shall be made to the Current
Market Price as may be necessary or appropriate to effectuate the intent of this Section 12.04 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.



(h)   The
Company may make such increases in the Conversion Rate, in addition to those required by Section 12.04(a), (b), (c), (d), (e) or (f), as the Board of
Directors considers to be advisable to avoid

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or
diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes.

The
Company may from time to time, to the extent permitted by law and subject to applicable rules of the Nasdaq National Market, increase the Conversion Rate of the Securities by any
amount for any period of at least 20 days. In such event, the Company shall give at least 15 days notice of such increase. The Company may make such increases in the Conversion Rate, in
addition to those set forth above, as the Board of Directors deems advisable to avoid or diminish any income tax to Holders of the Common Stock resulting from any dividend or distribution of stock (or
rights to acquire stock) or from any event treated as such for income tax purposes.

(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 Price; provided,however, that any adjustments that by reason of this Section 12.04(i) are not
required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments shall be made at the time the
Company mails a notice of redemption or notifies Holders of the Securities of a specified corporate transaction that would entitle them to convert their Securities and thereafter any Conversion Rate
adjustment shall be made without regard to the 1% threshold described in the preceding sentence.

Except
as otherwise provided in this Article 12, no adjustment need be made for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or
that carry the right to purchase any of the foregoing. All calculations under this Article 12 shall be made by the Company and shall be made to the nearest cent or to the nearest one hundredth
of a share, as the case may be. No adjustment need be made for a change in the par value or no par value of the Common Stock.

(j)    To
the extent the Holders of Securities may participate on an as-converted basis equally with the holders of Common Stock in any event or occurrence, then
Section 12.04 hereof shall not apply to such event on occurrence.

(k)   In
any case in which this Section 12.04 provides that an adjustment shall become effective immediately after a Record Date for an event, the Company may defer
until the occurrence of such event (i) issuing to the Holder of any Security converted after such Record Date and before the occurrence of such event the additional shares of Common Stock
issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and
(ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 12.03 hereof.

(l)    For
purposes of this Section 12.04, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company.

(m)  The
Company has entered into a Preferred Shares Rights Agreement, dated as of December 7, 1988, as amended and restated effective September 20, 1999, by
and between the Company and ChaseMellon Shareholder Services, L.L.C. (as amended from time to time, the "Rights Agreement"). Under the Rights Agreement,
preference share purchase rights (the "Rights") have been, and may in the future be, issued in respect of shares of Common Stock. Each share of Common
Stock issued upon conversion of Securities pursuant to this Article 12 shall be entitled to receive the appropriate number of Rights, if any, and the certificates representing the Common Stock
issued upon such conversion shall bear such legends, if any, in each case as provided by and subject to the terms of

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the
Rights Agreement as in effect at the time of such conversion. If hereafter the Rights separate from the Common Stock in accordance with the provisions of the Rights Agreement so that a Holder of
Securities would thereafter not be entitled to receive any Rights in respect of the Common Stock issuable upon conversion of such Security, the Conversion Rate will be adjusted as provided in
Section 12.04(d) on the separation date.

Section 12.05.Notice of Adjustments of Conversion Rate.Whenever the Conversion Rate is
adjusted as herein provided (other than in the case of an adjustment pursuant to the second paragraph of Section 12.04(h)
for which the notice required by such paragraph has been provided), the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' Certificate setting
forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based. Unless and until a Responsible Officer of the Trustee receives an Officers'
Certificate describing an adjustment of the Conversion Price, the Trustee may assume without inquiry that no such adjustment has been made. Promptly after delivery of such Officers' Certificate, the
Company shall prepare a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective, and shall mail
such notice to each Holder at the address of such Holder as it appears in the Register within 20 days of the effective date of such adjustment. Failure to deliver such notice shall not affect
the legality or validity of any such adjustment.

Section 12.06.Notice Prior to Certain Actions.In case at any time after the date hereof:



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 hereof, and shall cause to be provided to the
Trustee and all Holders in accordance with Section 14.02 hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to the
applicable record or effective date hereinafter specified, a notice stating:



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Neither
the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings or actions described in clauses (1) through (4) of
this Section 12.06.

Section 12.07.Company to Reserve Common Stock.The Company shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of
effecting the conversion of Securities, the full number of shares of fully paid and non-assessable Common Stock then issuable upon the conversion of all Outstanding Securities.

Section 12.08.Tax on Conversions.Except as provided in the next sentence, the Company will pay
any and all taxes (other than taxes on income) and duties that may be payable in respect of the
issue or delivery of shares of Common Stock on conversion of Securities pursuant hereto. A Holder delivering a Security for conversion shall be liable for and will be required to pay any tax or duty
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 the Person requesting such issue has paid to the Company the amount of any such tax or duty, or has established to the satisfaction of the Company that
such tax or duty 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 will upon issue be fully paid and nonassessable and, except
as provided in Section 12.08, the Company will 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 canceled by or at the direction of the Trustee, which shall dispose of the same as
provided in Section 2.09.

Section 12.11.Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale.If
any of following events occur, namely:



the
Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of
execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that each Security shall be convertible into the kind and amount of shares of stock and
other securities or property or assets (including cash) that such Holder would have been entitled to receive upon such recapitalization, reclassification, change, merger, consolidation, binding share
exchange, combination, sale, lease or other transfer had such Securities been converted into Common Stock immediately prior to such recapitalization, reclassification, change, merger, consolidation,
binding share exchange, combination, sale, lease or other transfer assuming such holder of Common Stock did not exercise its

54

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rights
of election, if any, as to the kind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, binding share
exchange, combination, sale, lease or other transfer (providedthat, if the kind or amount of securities, cash or other property receivable upon such
recapitalization, reclassification, change, merger, consolidation, binding share exchange, combination, sale, lease or other transfer is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 12.11 the kind
and amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, binding share exchange, combination, sale, lease or other
transfer for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture
shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, in the case of any such recapitalization,
reclassification, change, merger, consolidation, binding share exchange, combination, sale, lease or other transfer, the stock or other securities and assets receivable thereupon by a holder of shares
of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such recapitalization,
reclassification, change, merger, consolidation, binding share exchange, combination, sale, lease or other transfer, then such supplemental indenture shall also be executed by such other corporation
and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing,
including to the extent practicable the provisions providing for the Purchase Rights and Put Purchase Rights set forth in Article 11 hereof.

The
Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within
20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The
above provisions of this Section 12.11 shall similarly apply to successive recapitalizations, reclassifications, mergers, consolidations, binding share exchanges,
combinations, sales, leases or other transfers.

If
this Section 12.11 applies to any event or occurrence, Section 12.04 hereof shall not apply.

Section 12.12.Responsibility of Trustee for Conversion Provisions.The Trustee, subject to the
provisions of Section 5.01 hereof, and any Conversion Agent shall not at any time be under any duty or responsibility to any
Holder of Securities to determine whether any facts exist that may require any adjustment of the Conversion Price, or with respect to the nature or intent of any such adjustments when made, or with
respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, subject to the provisions of Section 5.01 hereof,
nor any Conversion Agent shall be accountable with respect to the validity or value (of the kind or amount) of any Common Stock, or of any other securities or property, that may at any time be issued
or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 hereof, nor
any Conversion Agent shall be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of stock or share certificates or other securities or
property upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 hereof, and any Conversion Agent shall not be responsible
or liable for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

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ARTICLE 13  [RESERVED]

ARTICLE 14  OTHER PROVISIONS OF GENERAL APPLICATION

Section 14.01.Trust Indenture Act Controls.This Indenture is subject to the provisions of the TIA
that are required to be part of this Indenture, and shall, to the extent applicable, be governed by such
provisions.

Section 14.02.Notices.Any notice or communication to the Company or the Trustee is duly given
if in writing and delivered in person or mailed by first-class mail to the address set
forth below:



with
a copy (which shall not constitute notice) to:



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

Any
notice or communication to a Holder shall be mailed by first-class mail to his address shown on the Register kept by the Registrar. Failure to mail a notice or communication to a
Holder or any defect in such notice or communication shall not affect its sufficiency with respect to other Holders.

If
a notice or communication is mailed or sent in the manner provided above within the time prescribed, it is duly given as of the date it is mailed, whether or not the addressee
receives it, except that notice to the Trustee shall only be effective upon receipt thereof by the Trustee.

If
the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee at the same time.

Section 14.03.Communication by Holders with Other Holders.Holders may communicate pursuant to
Section 312(b) of the TIA with other Holders with respect to their rights under the Securities or this Indenture. The
Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA.

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Section 14.04.Acts of Holders of Securities.(a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of
Securities may be embodied in and evidenced by:



Except
as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders of Securities signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the
holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 5.01 hereof) conclusive in favor of the Trustee and the Company if made in the
manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 8.06 hereof.

(b)   The
fact and date of the execution by any Person of any such instrument or writing may be provided in any manner that the Trustee reasonably deems sufficient.

(c)   The
principal amount and serial numbers of Securities held by any Person, and the date of such Person holding the same, shall be proved by the Register.

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

(e)   The
Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c))
for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee
may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were
Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act with
respect to any amendment or waiver or in any other regard under this Indenture will be effective for more than 90 days after the record date for the taking of such action.

Section 14.05.Certificate and Opinion as to Conditions Precedent.In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
matters and one or more other such 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, unless such officer knows, or in the exercise of
reasonable care

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

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

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, except that in the case of any such application or request as to
which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate need be furnished.

Section 14.06.Statements Required in Certificate or Opinion.Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this Indenture shall include:



Section 14.07.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 14.08.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 14.09.Separability Clause.In case any provision in this Indenture or the Securities
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 14.10.Benefits of Indenture.Nothing contained in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Debt and the Holders of Securities, any benefit or legal or equitable right, remedy or claim under this Indenture.

Section 14.11.Governing Law.THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 14.12.Counterparts.This instrument maybe executed in any number of counterparts, each
of which when so executed shall be deemed to be an original but all such counterparts shall
together constitute but one and the same instrument.

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Section 14.13.Legal Holidays.In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security or the last day on which a Holder of a Security has a right to
convert such Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest (including Liquidated Damages, if any) or
principal or conversion of the Securities, need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity or on such last day for conversion;provided,however, that in
the case that payment is made on such succeeding Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

Section 14.14.Recourse Against Others.No recourse for the payment of the principal of or
interest (including Liquidated Damages, if any) on any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, shareholder, officer or director, as such, past, present or future, 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, by the acceptance thereof and as part of the consideration for the issue
thereof, expressly waived and released.

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SIGNATURES

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

| |  | NOVELL, INC., as Issuer                           
| |  | --------------------------------------------------
| |  | By:                                               
| |  | WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
| |  | By:                                               

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SCHEDULE A

Additional Shares Table

|              |  | Stock Price
|------------- |  | -----------
|
|
|July 15, 2004 |  | 34.7162    
|July 15, 2005 |  | 34.3158    
|July 15, 2006 |  | 34.5429    
|July 15, 2007 |  | 34.6260    
|July 15, 2008 |  | 34.3067    
|July 15, 2009 |  | 0.0000     

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EXHIBIT A

FORM OF SECURITY        [FACE OF SECURITY]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO NOVELL, INC. (OR ITS SUCCESSOR) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, CONVERSION OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON 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 SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.(1)

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

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

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NOVELL, INC.        0.50% Convertible Senior Debenture due 2024

|    |  | CUSIP NO.
|--- |  | ---------
|No. |  | $        

NOVELL, INC.,
a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                        , or its registered assigns, the principal sum
of            U.S. Dollars ($            ) on July 15, 2024.

Interest
Payment Dates: January 15 and July 15, commencing January 15, 2005.

Regular
Record Dates: January 1 and July 1.

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.

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IN
WITNESS WHEREOF, the Company has caused this Security to be duly executed manually or by facsimile by a duly authorized Officer.

Dated:
July 2, 2004

| |  | NOVELL, INC.
| |  | ------------
| |  | By:         

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Trustee's Certificate of Authentication

This is one of the 0.50% Convertible Senior Debentures due 2024 described in the within-named Indenture.

| |  | WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
| |  | --------------------------------------------------
| |  | By:                                               
| |  |                                                   

Dated:
July 2, 2004

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[REVERSE OF SECURITY]        NOVELL, INC.        0.50% Convertible Senior Debenture due 2024

Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Principal and Interest.Novell, Inc., a Delaware corporation (the "Company"), promises to pay interest on the principal amount of
this Security at the Interest Rate from the date of issuance until repayment at Maturity, redemption or repurchase. The Company shall pay interest on this Security semiannually in arrears on
January 15 and July 15 of each year (each an "Interest Payment Date"), commencing January 15, 2005.

Interest
on this Security shall be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full semiannual period for
which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month.

Subject
to Section 2.17 of the Indenture, a Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest on such Security on the
corresponding Interest Payment Date. A Holder of any Security that is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date shall be
entitled to receive interest (including Liquidated Damages, if any) on the principal amount of such Security, notwithstanding the conversion of such Security prior to such Interest Payment Date.
However, any such Holder that surrenders any such Security for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the
corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest (excluding Liquidated Damages, if any) on the principal amount of such Security so converted,
that is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder that
surrenders for conversion
any Security (a) that has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.04 of the Indenture on a Redemption Date after
such Regular Record Date and on or prior to the next succeeding Interest Payment Date, (b) with respect to which the Company has specified a Purchase Date that is after such Regular Record Date
and on or prior to the next succeeding Interest Payment Date or (c) on which Defaulted Interest is payable at the time of conversion, but only to the extent of such Defaulted Interest, need not
make the payment referred to in the preceding sentence. In either case described in clause (a) or clause (b) above, such Holder shall be entitled to receive (and retain) the interest to
be received on such Interest Payment Date on the principal amount of the Security being surrendered for conversion.

The
Company shall pay Liquidated Damages in accordance with the terms of the Registration Rights Agreement.

Any
amount of Liquidated Damages shall be payable in cash semiannually, in arrears, on each Interest Payment Date and shall cease to accrue on the earlier of (i) the day after the
end of the Shelf Registration Period (as defined in the Registration Rights Agreement) and (ii) the date the Registration Default is cured. The Holder of this Security is entitled to the
benefits of the Registration Rights Agreement.

2.Method of Payment.Interest on any Security that is payable, and is to be punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name that

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Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Principal
of and interest on, Global Securities shall be payable to the Depositary in immediately available funds.

Principal
of Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on
Physical Securities shall be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person
entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount of
Securities in excess of $5,000,000, wire transfer in immediately available funds.

3.Paying Agent and Registrar.Initially, Wells Fargo Bank, National Association, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Company may change the Paying
Agent or Registrar without notice to any Holder.

4.Indenture.The Company issued this Security under an Indenture, dated as of July 2, 2004 (the
"Indenture"), between
the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The terms of this Security include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended ("TIA"). This Security is subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and
the terms of the Indenture, the terms of the Indenture shall control.

5.Optional Redemption.This Security is not redeemable prior to July 20, 2009. This Security
may be redeemed in whole or in part, upon not less than 30 nor more than
60 days' notice, at any time on or after July 20, 2009, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Securities plus any accrued and
unpaid interest (including Liquidated Damages, if any) but not paid prior to, but excluding, the Redemption Date.

If
fewer than all the Securities are to be redeemed, the Trustee shall select the particular Securities to be redeemed from the Outstanding Securities by the methods as provided in the
Indenture. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed 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 additional interest payment as a result of such deemed redemption than 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 may be treated by the Trustee as Outstanding for the
purpose of such selection.

On
and after the Redemption Date, interest shall cease to accrue on Securities or portions of Securities called for redemption, unless the Company defaults in the payment of the Optional
Redemption Price and any accrued and unpaid interest.

Notice
of redemption shall be given by the Company to the Holders as provided in the Indenture.

6.Purchase Rights.



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A
Company Notice shall be given by the Company to the Holders as provided in the Indenture. To exercise a Purchase Right, a Holder must deliver to the Trustee a written notice as
provided in the Indenture.



7.Conversion Rights.(a) Subject to and upon compliance with the provisions of the Indenture
and the occurrence of one or more of the conditions set forth in clause (d)
of this paragraph 7, the Holder of Securities shall be entitled, at such Holder's option, at any time before the close of business on the Business Day immediately preceding July 15,
2024, to convert the Holder's Securities (or any portion of the principal amount hereof that is $1,000 or a multiple thereof), at the principal amount thereof or of such portion thereof into duly
authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Rate in effect at the time of conversion.



A-7

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A-8

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8.[Reserved]

9.Denominations; Transfer; Exchange.The Securities are issuable in registered form, without coupons,
 in denominations of $1,000 principal amount and whole multiples of $1,000 in excess thereof. A
Holder may register the transfer or exchange of Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.

In
the event of a redemption in part, neither the Company nor the Registrar shall be required to issue, register the transfer of, or exchange any certificated Securities during the
period of 15 days immediately preceding the mailing of the redemption notice.

In
the event of redemption, conversion or purchase of the Securities in part only, a new Security or Securities for the unredeemed, unconverted or unpurchased portion thereof shall be
issued in the name of the Holder hereof.

10.Persons Deemed Owners.The registered Holder of this Security shall be treated as its owner for
all purposes.

11.Unclaimed Money.The Trustee and the Paying Agent shall pay to the Company any money held by them
for the payment of principal or interest that remains unclaimed for two years
after the date upon which such payment shall have become due. After payment to the Company, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another Person, and all liability of the Trustee and the Paying Agent with respect to such money shall cease.

12.[Reserved]

13.Amendment; Supplement; Waiver.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 the consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities (or such lesser amount as shall have acted at a meeting pursuant to the provisions of the Indenture). The Indenture also contains provisions permitting the Holders of specified
percentages in 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

A-10

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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 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
or such other Security.

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 and interest (including Liquidated Damages, if any) on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as
provided in the Indenture.

14.Defaults and Remedies.The Indenture provides that an Event of Default with respect to the
Securities occurs when any of the following occurs:



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

15.Authentication.This Security shall not be valid until the Trustee (or authenticating agent)
executes the certificate of authentication on the other side of this Security.

16.Abbreviations.Customary abbreviations may be used in the name of a Holder or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

A-11

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17.Additional Rights of Holders of Registrable Securities.In addition to the rights provided to
Holders under the Indenture, Holders of Registrable Securities shall have all the rights set forth in the Registration
Rights Agreement.

18.CUSIP Numbers.Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
this Security and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on this
Security or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

19.Governing Law.The Indenture and this Security shall be governed by, and construed in accordance
with, the laws of the State of New York.

20.Successor Corporation.In the event a successor corporation assumes all the obligations of the
Company under this Security, pursuant to the terms hereof and of the Indenture, the
Company shall be released from all such obligations.

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ASSIGNMENT FORM

To assign this Security, fill in the form below and have your signature guaranteed: (I) or (we) assign and transfer this Security to:

|(Insert assignee's soc. sec. or tax ID. no.)         
|-----------------------------------------------------
|(Print or type assignee's name, address and zip code)

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

Dated:

| |  | Your Name:      |  | (Print your name exactly as it appears on the face of this Security)
| |  | --------------- |  | --------------------------------------------------------------------
| |  | Your Signature: |  | (Sign exactly as your name appears on the face of this Security)    

Signature Guarantee*:

*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

In
connection with any transfer of this Security occurring prior to the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing
any general solicitation or general advertising:

[Check
One]

o
(a) this Security is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided
by Rule 144A thereunder.

or

o
(b) this Security is being transferred other than in accordance with (a) above and documents are being furnished that comply with the
conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any Person other than the Holder
hereof unless the conditions to any such transfer of registration set forth herein and in Sections 2.07, 2.08 and 2.09 of the Indenture shall have been satisfied.

|Dated: |  |  |  | 
|------ |  |  |  | 

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NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

|Signature Guarantee: |  | Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the
Trustee.
|-------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

The
undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment
and not with a view to distribution, and that it and any such account is a "Qualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration
provided by Rule 144A.

|Dated: |  |  |  | 
|------ |  |  |  | 

NOTICE:
To be executed by an executive officer

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CONVERSION NOTICE

The
undersigned registered owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 principal amount or a whole
multiple thereof) below designated, 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
such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder
hereof unless a different name has been indicated 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. Any amount required to be paid to the undersigned on account of interest accompanies this Security.

Dated:

| |  | Your Name:                                               |  | (Print your name exactly as it appears on the face of this Security)
| |  | -------------------------------------------------------- |  | --------------------------------------------------------------------
| |  | Your Signature:                                          |  | (Sign exactly as your name appears on the face of this Security)    
| |  | Signature Guarantee*:                                    |  |                                                                     
| |  | Social Security or other Taxpayer Identification Number: |  |                                                                     

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

*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Fill
in for registration of shares (if to be issued) and Securities (if to be delivered) other than to and in the name of the registered holder:

|(Name)                    
|--------------------------
|(Street Address)          
|(City, State and Zip Code)

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In connection with any conversion of this Security occurring prior to the end of the period referred to in Rule 144(k) under the Securities Act, if any shares of the
Common Stock to be issued upon conversion of this Security are to be registered in a name other than that of the undersigned registered owner, the undersigned confirms that without utilizing any
general solicitation or general advertising:

[Check
One]

o
(a) this Security and the shares of Common Stock to be issued upon conversion of this Security are being transferred in compliance with the
exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.

or

o
(b) this Security and the shares of Common Stock to be issued upon conversion of this Security are being transferred other than in accordance
with (a) above and documents are being furnished that comply with the conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security or the shares of Common Stock to be issued upon
conversion of this Security in the name of any Person other than the Holder hereof unless the conditions to any such transfer of registration set forth herein and in Sections 2.07, 2.08 and 2.09 of
the Indenture shall have been satisfied.

TO BE COMPLETED BY TRANSFEREE IF (a) ABOVE IS CHECKED.

The
undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment
and not with a view to distribution, and that it and any such account is a "Qualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration
provided by Rule 144A.

|Dated: |  |  |  | 
|------ |  |  |  | 

NOTICE:
To be executed by an executive officer

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NOTICE OF EXERCISE OF PURCHASE RIGHT

The
undersigned registered owner of this Security hereby acknowledges receipt of a notice from Novell, Inc. (the "Company") as to
the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000
principal amount or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security, together with any interest (including Liquidated Damages, if any)
accrued and unpaid to, but excluding, such date, to the registered holder hereof, in cash.

Dated:

| |  | Your Name:                                               |  | (Print your name exactly as it appears on the face of this Security)
| |  | -------------------------------------------------------- |  | --------------------------------------------------------------------
| |  | Your Signature:                                          |  | (Sign exactly as your name appears on the face of this Security)    
| |  | Signature Guarantee*:                                    |  |                                                                     
| |  | Social Security or other Taxpayer Identification Number: |  |                                                                     

Principal
amount to be repurchased (if less than all): $

*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Serial
Number:

Certificate
Number (if Physical Security):

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SCHEDULE OF EXCHANGES FOR PHYSICAL SECURITIES(2)

The
following exchanges of a part of this Global Security for Physical Securities have been made:

|Date of Exchange |  | Amount of decrease
in Principal Amount
of this Global
Security |  | Amount of increase
in Principal Amount
of this Global
Security |  | Principal Amount of
this Global
Security following
such decrease (or
increase) |  | Signature of
authorized officer
of Trustee
|---------------- |  | -------------------------------------------------------------- |  | -------------------------------------------------------------- |  | ------------------------------------------------------------------------------ |  | ------------------------------------------
|                 |  |                                                                |  |                                                                |  |                                                                                |  |                                           
|                 |  |                                                                |  |                                                                |  |                                                                                |  |                                           
|                 |  |                                                                |  |                                                                |  |                                                                                |  |                                           
|                 |  |                                                                |  |                                                                |  |                                                                                |  |                                           
|                 |  |                                                                |  |                                                                |  |                                                                                |  |                                           

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