Indenture, dated March 14, 2007, between PrivateBancorp, Inc. and LaSalle Bank
      National Association, as Trustee


    EXHIBIT
      4.1

     

    EXECUTION
      COPY

     

    ____________________________________

     

    PRIVATEBANCORP,
      INC.

     

    ISSUER

     

    TO

     

    LASALLE
      BANK NATIONAL ASSOCIATION

     

    TRUSTEE

     

    __________________

     

    INDENTURE

     

    Dated
      as
      of March 14, 2007

     

    ___________________

     

    3-5/8%
      CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2027

     

    _______________________________________

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      TABLE
        OF CONTENTS

       

      Page

      
        	
                ARTICLE
                  I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

              	
                1

              
	
                SECTION
                  1.1

              	
                Definitions

              	
                1

              
	
                SECTION
                  1.2

              	
                Compliance
                  Certificates And Opinions

              	
                11

              
	
                SECTION
                  1.3

              	
                Form
                  of Documents Delivered to the Trustee

              	
                12

              
	
                SECTION
                  1.4

              	
                Acts
                  of Holders of Securities; Record Dates

              	
                12

              
	
                SECTION
                  1.5

              	
                Notices,
                  Etc to the Trustee and Company

              	
                14

              
	
                SECTION
                  1.6

              	
                Notice
                  to Holders of Securities; Waiver

              	
                15

              
	
                SECTION
                  1.7

              	
                Effect
                  of Headings and Table of Contents

              	
                16

              
	
                SECTION
                  1.8

              	
                Successors
                  and Assigns

              	
                16

              
	
                SECTION
                  1.9

              	
                Separability
                  Clause

              	
                16

              
	
                SECTION
                  1.10

              	
                Benefits
                  of Indenture

              	
                16

              
	
                SECTION
                  1.11

              	
                Governing
                  Law

              	
                16

              
	
                SECTION
                  1.12

              	
                Legal
                  Holidays

              	
                16

              
	
                SECTION
                  1.13

              	
                Conflict
                  With Trust Indenture Act

              	
                17

              
	
                ARTICLE
                  II SECURITY FORMS

              	
                17

              
	
                SECTION
                  2.1

              	
                Form
                  Generally

              	
                17

              
	
                SECTION
                  2.2

              	
                Form
                  of Security

              	
                18

              
	
                SECTION
                  2.3

              	
                Form
                  of Certificate of Authentication

              	
                31

              
	
                SECTION
                  2.4

              	
                Form
                  of Conversion Notice

              	
                31

              
	
                SECTION
                  2.5

              	
                Form
                  of Assignment

              	
                32

              
	
                ARTICLE
                  III THE SECURITIES

              	
                33

              
	
                SECTION
                  3.1

              	
                Title
                  and Terms

              	
                33

              
	
                SECTION
                  3.2

              	
                Denominations

              	
                34

              
	
                SECTION
                  3.3

              	
                Execution,
                  Authentication, Delivery and Dating

              	
                34

              
	
                SECTION
                  3.4

              	
                Global
                  Securities; Non-global Securities; Book-entry Provisions

              	
                34

              
	
                SECTION
                  3.5

              	
                Registration;
                  Registration of Transfer and Exchange; Restrictions on
                  Transfer

              	
                36

              
	
                SECTION
                  3.6

              	
                Mutilated,
                  Destroyed, Lost or Stolen Securities

              	
                40

              
	
                SECTION
                  3.7

              	
                Payment
                  of Interest; Interest Rights Preserved

              	
                41

              
	
                SECTION
                  3.8

              	
                Persons
                  Deemed Owners

              	
                42

              
	
                SECTION
                  3.9

              	
                Cancellation

              	
                42

              
	
                SECTION
                  3.10

              	
                Computation
                  of Interest

              	
                43

              
	
                SECTION
                  3.11

              	
                CUSIP
                  Numbers

              	
                43

              
	
                ARTICLE
                  IV SATISFACTION AND DISCHARGE

              	 
	
                SECTION
                  4.1

              	
                Satisfaction
                  and Discharge of Indenture

              	
                43

              
	
                SECTION
                  4.2

              	
                Application
                  of Trust Money

              	
                44

              
	
                ARTICLE
                  V REMEDIES

              	
                45

              
	
                SECTION
                  5.1

              	
                Events
                  of Default

              	
                45

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      (continued)

       

      Page

      


      
        	
                SECTION
                  5.2

              	
                Acceleration
                  of Maturity; Rescission and Annulment

              	
                46

              
	
                SECTION
                  5.3

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Trustee

              	
                47

              
	
                SECTION
                  5.4

              	
                Trustee
                  May File Proofs of Claim

              	
                48

              
	
                SECTION
                  5.5

              	
                Trustee
                  May Enforce Claims Without Possession of Securities

              	
                49

              
	
                SECTION
                  5.6

              	
                Application
                  of Money Collected

              	
                49

              
	
                SECTION
                  5.7

              	
                Limitation
                  on Suits

              	
                50

              
	
                SECTION
                  5.8

              	
                Unconditional
                  Right of Holders to Receive Principal and Interest and to
                  Convert

              	
                50

              
	
                SECTION
                  5.9

              	
                Restoration
                  of Rights and Remedies

              	
                50

              
	
                SECTION
                  5.10

              	
                Rights
                  and Remedies Cumulative

              	
                51

              
	
                SECTION
                  5.11

              	
                Delay
                  or Omission Not Waiver

              	
                51

              
	
                SECTION
                  5.12

              	
                Control
                  by Holders of Securities

              	
                51

              
	
                SECTION
                  5.13

              	
                Waiver
                  of Past Defaults

              	
                52

              
	
                SECTION
                  5.14

              	
                Undertaking
                  for Costs

              	
                52

              
	
                SECTION
                  5.15

              	
                Waiver
                  of Stay, Usury or Extension Laws

              	
                52

              
	
                ARTICLE
                  VI THE TRUSTEE

              	
                53

              
	
                SECTION
                  6.1

              	
                Certain
                  Duties and Responsibilities

              	
                53

              
	
                SECTION
                  6.2

              	
                Notice
                  of Defaults

              	
                54

              
	
                SECTION
                  6.3

              	
                Certain
                  Rights of Trustee

              	
                54

              
	
                SECTION
                  6.4

              	
                Not
                  Responsible for Recitals or Issuance of Securities

              	
                56

              
	
                SECTION
                  6.5

              	
                May
                  Hold Securities, Act as Trustee under Other Indentures

              	
                56

              
	
                SECTION
                  6.6

              	
                Money
                  Held in Trust

              	
                56

              
	
                SECTION
                  6.7

              	
                Compensation
                  and Reimbursement

              	
                56

              
	
                SECTION
                  6.8

              	
                Corporate
                  Trustee Required; Eligibility

              	
                57

              
	
                SECTION
                  6.9

              	
                Resignation
                  and Removal; Appointment of Successor

              	
                58

              
	
                SECTION
                  6.10

              	
                Acceptance
                  of Appointment by Successor

              	
                59

              
	
                SECTION
                  6.11

              	
                Merger,
                  Conversion, Consolidation or Succession to Business

              	
                59

              
	
                SECTION
                  6.12

              	
                Authenticating
                  Agents

              	
                60

              
	
                SECTION
                  6.13

              	
                Disqualification;
                  Conflicting Interests

              	
                61

              
	
                SECTION
                  6.14

              	
                Preferential
                  Collection of Claims Against Company

              	
                61

              
	
                ARTICLE
                  VII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

              	
                61

              
	
                SECTION
                  7.1

              	
                Company
                  May Consolidate, Etc

              	
                61

              
	
                SECTION
                  7.2

              	
                Successor
                  Substituted

              	
                62

              
	
                ARTICLE
                  VIII SUPPLEMENTAL INDENTURES

              	
                62

              
	
                SECTION
                  8.1

              	
                Supplemental
                  Indentures Without Consent of Holders of Securities

              	
                62

              
	
                SECTION
                  8.2

              	
                Supplemental
                  Indentures with Consent of Holders of Securities

              	
                63

              
	
                SECTION
                  8.3

              	
                Execution
                  of Supplemental Indentures

              	
                64

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      (continued)

       

      Page

      


      
        	
                SECTION
                  8.4

              	
                Effect
                  of Supplemental Indentures

              	
                65

              
	
                SECTION
                  8.5

              	
                Reference
                  in Securities to Supplemental Indentures

              	
                65

              
	
                SECTION
                  8.6

              	
                Notice
                  of Supplemental Indentures

              	
                65

              
	
                ARTICLE
                  IX MEETINGS OF HOLDERS OF SECURITIES

              	
                65

              
	
                SECTION
                  9.1

              	
                Purposes
                  for Which Meetings May Be Called

              	
                65

              
	
                SECTION
                  9.2

              	
                Call,
                  Notice and Place of Meetings

              	
                65

              
	
                SECTION
                  9.3

              	
                Persons
                  Entitled to Vote at Meetings

              	
                66

              
	
                SECTION
                  9.4

              	
                Quorum;
                  Action

              	
                66

              
	
                SECTION
                  9.5

              	
                Determination
                  of Voting Rights; Conduct and Adjournment of Meetings

              	
                67

              
	
                SECTION
                  9.6

              	
                Counting
                  Votes and Recording Action of Meetings

              	
                68

              
	
                ARTICLE
                  X COVENANTS

              	
                68

              
	
                SECTION
                  10.1

              	
                Payment
                  of Principal and Interest

              	
                68

              
	
                SECTION
                  10.2

              	
                Maintenance
                  of Offices or Agencies

              	
                68

              
	
                SECTION
                  10.3

              	
                Money
                  for Security Payments to Be Held in Trust

              	
                69

              
	
                SECTION
                  10.4

              	
                Existence

              	
                70

              
	
                SECTION
                  10.5

              	
                Payment
                  of Taxes and Other Claims

              	
                70

              
	
                SECTION
                  10.6

              	
                Statement
                  by Officers as to Default

              	
                71

              
	
                SECTION
                  10.7

              	
                Delivery
                  of Certain Information

              	
                71

              
	
                SECTION
                  10.8

              	
                Waiver
                  of Certain Covenants

              	
                72

              
	
                SECTION
                  10.9

              	
                Additional
                  Interest

              	
                72

              
	
                ARTICLE
                  XI REDEMPTION OF SECURITIES

              	
                72

              
	
                SECTION
                  11.1

              	
                Right
                  of Redemption

              	
                72

              
	
                SECTION
                  11.2

              	
                Applicability
                  of Article

              	
                73

              
	
                SECTION
                  11.3

              	
                Election
                  to Redeem; Notice to Trustee

              	
                73

              
	
                SECTION
                  11.4

              	
                Selection
                  by Trustee of Securities to Be Redeemed

              	
                73

              
	
                SECTION
                  11.5

              	
                Notice
                  of Redemption

              	
                74

              
	
                SECTION
                  11.6

              	
                Deposit
                  of Redemption Price

              	
                74

              
	
                SECTION
                  11.7

              	
                Securities
                  Payable on Redemption Date

              	
                75

              
	
                SECTION
                  11.8

              	
                Conversion
                  Arrangement on Call for Redemption

              	
                76

              
	
                ARTICLE
                  XII CONVERSION OF THE SECURITIES

              	
                76

              
	
                SECTION
                  12.1

              	
                Conversion
                  Privilege

              	
                76

              
	
                SECTION
                  12.2

              	
                Conversion
                  Procedure

              	
                80

              
	
                SECTION
                  12.3

              	
                Taxes
                  on Conversion

              	
                81

              
	
                SECTION
                  12.4

              	
                Company
                  to Provide Stock

              	
                81

              
	
                SECTION
                  12.5

              	
                Adjustment
                  of Conversion Price

              	
                81

              
	
                SECTION
                  12.6

              	
                No
                  Adjustment

              	
                86

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      (continued)

       

      Page

      


      
        	
                SECTION
                  12.7

              	
                Equivalent
                  Adjustments

              	
                87

              
	
                SECTION
                  12.8

              	
                Adjustment
                  for Tax Purposes

              	
                87

              
	
                SECTION
                  12.9

              	
                Notice
                  of Adjustment

              	
                87

              
	
                SECTION
                  12.10

              	
                Notice
                  of Certain Transactions

              	
                87

              
	
                SECTION
                  12.11

              	
                Effect
                  of Reclassification, Consolidation, Merger, Share Exchange or Sale
                  on
                  Conversion Privilege

              	
                88

              
	
                SECTION
                  12.12

              	
                Trustee’s
                  Disclaimer

              	
                89

              
	
                SECTION
                  12.13

              	
                Voluntary
                  Reduction

              	
                90

              
	
                SECTION
                  12.14

              	
                Conversion
                  Value of Securities Tendered

              	
                90

              
	
                SECTION
                  12.15

              	
                Simultaneous
                  Adjustments

              	
                91

              
	
                ARTICLE
                  XIII REDEMPTION AND REPURCHASES

              	
                91

              
	
                SECTION
                  13.1

              	
                Repurchase
                  of Securities at Option of the Holder on Specified Dates

              	
                91

              
	
                SECTION
                  13.2

              	
                Effect
                  of Repurchase Notice

              	
                94

              
	
                SECTION
                  13.3

              	
                Deposit
                  of Repurchase Price

              	
                94

              
	
                SECTION
                  13.4

              	
                Securities
                  Repurchased in Part

              	
                95

              
	
                SECTION
                  13.5

              	
                Covenant
                  to Comply with Securities Laws upon Repurchase of
                  Securities

              	
                95

              
	
                SECTION
                  13.6

              	
                Repayment
                  to the Company

              	
                95

              
	
                ARTICLE
                  XIV REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER

              	
                96

              
	
                SECTION
                  14.1

              	
                Right
                  to Require Repurchase Upon a Fundamental Change

              	
                96

              
	
                SECTION
                  14.2

              	
                Notices;
                  Method of Exercising Repurchase Right, Etc.

              	
                96

              
	
                SECTION
                  14.3

              	
                Certain
                  Definitions

              	
                99

              
	
                ARTICLE
                  XV HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

              	
                100

              
	
                SECTION
                  15.1

              	
                Company
                  to Furnish Trustee Names and Addresses of Holders

              	
                100

              
	
                SECTION
                  15.2

              	
                Preservation
                  of Information

              	
                100

              
	
                SECTION
                  15.3

              	
                Reports
                  by Trustee

              	
                101

              
	
                SECTION
                  15.4

              	
                Reports
                  by Company

              	
                101

              
	
                ARTICLE
                  XVI IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                  DIRECTORS

              	
                101

              
	
                SECTION
                  16.1

              	
                Indenture
                  and Securities Solely Corporate Obligations

              	
                101

              
	
                SCHEDULE A

              	
                A-1

              
	
                ANNEX A
                  -- Form of Restricted Securities Certificate

              	
                ANNEX
                  A-1

              
	
                ANNEX B
                  -- Form of Unrestricted Securities Certificate

              	
                ANNEX
                  B-1

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      TABLE
        OF CONTENTS

      (continued)

       

      Page


      
        	
                ANNEX C
                  -- Form of Surrender Certificate

              	
                ANNEX
                  C-1

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    PrivateBancorp,
      Inc. [To be prepared by PVTB/Vedder]

     

    Reconciliation
      and Tie between the Trust Indenture Act of 1939 and Indenture, dated as of
      March 14, 2007, between PrivateBancorp, Inc. and LaSalle Bank National
      Association, as Trustee.

    


    
      	
              Trust
                Indenture Act Section

            	
              Indenture
                Section

            
	
              § 310(a)(1)

            	
              6.8

            
	
              (a)(2)

            	
              6.8

            
	
              (a)(3)

            	
              Not
                Applicable

            
	
              (a)(4)

            	
              Not
                Applicable

            
	
              (a)(5)

            	
              6.8

            
	
              (b)

            	
              6.8,
                6.9, 6.10, 6,13

            
	
              § 311(a)

            	
              6.14

            
	
              (b)

            	
              6.14

            
	
              § 312(a)

            	
              15.1,
                15.2(1)

            
	
              (b)

            	
              15.2(2)

            
	
              (c)

            	
              15.2(3)

            
	
              § 313(a)

            	
              15.3(1)

            
	
              (b)

            	
              15.3(1)

            
	
              (c)

            	
              15.3(1)

            
	
              (d)

            	
              15.3(2)

            
	
              § 314(a)

            	
              15.4

            
	
              (b)

            	
              Not
                Applicable

            
	
              (c)(1)

            	
              1.2

            
	
              (c)(2)

            	
              1.2

            
	
              (c)(3)

            	
              Not
                Applicable

            
	
              (d)

            	
              Not
                Applicable

            
	
              (e)

            	
              1.2

            
	
              §
                315(a)

            	
              6.2

            
	
              (b)

            	
              6.2

            
	
              (c)

            	
              6.1

            
	
              (d)

            	
              6.1

            
	
              (d)(1)

            	
              6.1(1)

            
	
              (d)(2)

            	
              6.1(3)

            
	
              (d)(3)

            	
              6.1(3)

            
	
              (e)

            	
              5.14

            
	
              § 316(a)

            	
              5.12,
                5.13

            
	
              (a)(1)(A)

            	
              5.12

            
	
              (a)(1)(B)

            	
              5.13

            
	
              (a)(2)

            	
              Not
                Applicable

            
	
              (b)

            	
              5.8

            
	
              § 317(a)(1)

            	
              5.5

            
	
              (a)(2)

            	
              5.5

            
	
              (b)

            	
              10.3

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

    
      	
              § 318(a)

            	
              1.13

            


    

    Note:
      This reconciliation and tie shall not, for any purpose, be deemed to be a part
      of the Indenture.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Indenture,
      dated as of March 14, 2007 between PrivateBancorp, Inc., a corporation duly
      organized and existing under the laws of the State of Delaware, having its
      principal office at 70 West Madison, Suite 900, Chicago, Illinois 60602
      (herein called the “Company”), and LaSalle Bank National Association, a national
      banking association, as Trustee hereunder (herein called the
“Trustee”).

     

    RECITALS
      OF THE COMPANY

     

    The
      Company has duly authorized the creation of an issue of its 3-5/8% Contingent
      Convertible Senior Notes due 2027 (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, 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. Further, all things
      necessary to duly authorize the issuance of the Common Stock of the Company
      issuable upon the conversion of the Securities, and to duly reserve for issuance
      the number of shares of Common Stock issuable upon such conversion, 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
      I

    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    SECTION
      1.1 Definitions.

     

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

     

    (1) the
      terms
      defined in this Article have the meanings assigned to them in this
      Article and include the plural as well as the singular;

     

    (2) all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with generally accepted accounting principles in the United
      States, and, except as otherwise herein expressly provided, the term “generally
      accepted accounting principles” with respect to any computation required or
      permitted hereunder shall mean such accounting principles as are generally
      accepted at the date of such computation; and

     

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

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    “Accepted
      Purchased Shares” has the meaning specified in Section 12.5.

     

    “Act,”
      when used with respect to any Holder of a Security, has the meaning specified
      in
      Section 1.4.

     

    “Additional
      Interest” has the meaning specified in the Registration Rights
      Agreement.

     

    “Additional
      Shares” has the meaning specified in Section 12.1.

     

    “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.

     

    “Agent”
      means any Security Registrar, Authenticating Agent, Paying Agent or Conversion
      Agent. 

     

    “Agent
      Member” means any member of, or participant in, the Depositary.

     

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

     

    “Authenticating
      Agent” means any Person authorized pursuant to Section 6.12 to act on
      behalf of the Trustee to authenticate Securities.

     

    “Board
      of
      Directors” means either the board of directors of the Company or any duly
      authorized committee of that board.

     

    “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
      have been duly adopted by the Board of Directors and to be in full force and
      effect on the date of such certification, shall have been delivered to the
      Trustee.

     

    “Business
      Day,” when used with respect to any Place of Payment, Place of Conversion or any
      other place, as the case may be, means each Monday, Tuesday, Wednesday, Thursday
      and Friday which is not a day on which banking institutions in such Place of
      Payment, Place of Conversion or other place, as the case may be, are authorized
      or obligated by law or executive order to close.

     

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

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    other
      interests however designated evidencing the right to participate in the value
      of
      the equity of such Person issued by that Person, but excluding from all of
      the
      foregoing any debt securities convertible into Capital Stock, whether or not
      such debt securities include any right of participation with Capital
      Stock.

     

    “Code”
      has the meaning specified in Section 2.l.

     

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

     

    “Common
      Stock” shall mean shares of the Company’s Common Stock, no par value per share,
      as they exist on the date of this Indenture or any other shares of Capital
      Stock
      of the Company into which the Common Stock shall be reclassified or
      changed.

     

    “common
      stock” includes any stock of any class of capital stock which 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 issuer thereof and
      which is not subject to redemption by the issuer thereof.

     

    “Common
      Stock Price” on any date means the closing sale price per share on such date for
      the Common Stock as reported on the Nasdaq Global Select Market or the principal
      United States securities exchange on which the Common Stock is traded or listed
      or, if the Common Stock is not so traded or listed, any United States system
      of
      automated dissemination of quotations of securities prices or an establish
      automated over-the-counter trading market in the United States. If the Common
      Stock is not so traded, listed or quoted, the “Common Stock Price” will be the
      average of the mid-point of the last bid and asked prices for the Common Stock
      on the relevant date quoted by each of at least three nationally recognized
      independent investment banking firms selected by the Company for this
      purpose.

     

    “Company”
      means the Person named as the “Company” in the first paragraph of this
      instrument until a successor Person shall have become such pursuant to the
      applicable provisions of this Indenture, and thereafter “Company” shall mean
      such successor Person. References to the Company shall not include any
      Subsidiary, unless otherwise stated.

     

    “Company
      Request” or “Company Order” means a written request or order signed in the name
      of the Company by (i) its Chairman of the Board, its Vice Chairman of the
      Board, its Chief Executive Officer, its President or a Vice President, and
      by
      (ii) its principal financial officer, Treasurer, an Assistant Treasurer,
      its Secretary or an Assistant Secretary, and delivered to the
      Trustee.

     

    “Company
      Repurchase Notice” has the meaning specified in Section 13.1.

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    “Conversion
      Agent” means any Person authorized by the Company to convert Securities in
      accordance with Article XII. The Company has initially appointed the
      Trustee as its Conversion Agent pursuant to Section 10.2.

     

    “Conversion
      Price” means U.S.$45.05 per share of Common Stock as of the date of this
      Indenture, subject to the adjustments described in Section 12.5
      hereof.

     

    “Conversion
      Date” means, with respect to a Security, the date on which the Holder of the
      Security has complied with all requirements under this Indenture to convert
      such
      Security.

     

    “Conversion
      Rate” means the number of shares of Common Stock equal to $1,000 divided by the
      Conversion Price, which shall be approximately 22.1976 prior to any adjustment
      thereto.

     

    “Conversion
      Reference Period” means:

     

    (i) for
      Securities that are converted during the period beginning on the 30th
      day
      prior to March 15, 2027 or any Repurchase Date, the ten consecutive Trading
      Days
      beginning on the third Trading Day following March 15, 2027 or the
      applicable Repurchase Date; 

     

    (ii) with
      respect to optional redemption, the ten consecutive trading days beginning
      on
      the third trading day following the Conversion Date; and

     

    (iii) in
      all
      other instances, the ten consecutive Trading Days beginning on the third Trading
      Day following the Conversion Date.

     

    “Conversion
      Value” means, for each $1,000 principal amount of Securities, the average of the
      Daily Conversion Values for each of the ten consecutive Trading Days of the
      Conversion Reference Period.

     

    “Corporate
      Trust Office” means the office of the Trustee at which at any particular time
      the trust created by this Indenture shall be principally administered (which
      at
      the date of this Indenture is located at 135 S. LaSalle St.,
      Suite 1560, Chicago, IL 60603, Attention: Corporate Trust
      Department).

     

    “corporation”
      means a corporation, company, association, joint-stock company or business
      trust.

     

    “Daily
      Conversion Value” means, with respect to any Trading Day, the product of
      (1) the applicable Conversion Rate and (2) the Volume Weighted Average
      Price of the Company’s Common Stock on such Trading Day.

     

    “Daily
      Share Amount” means, for each Trading Day of the Conversion Reference Period and
      for each $1,000 principal amount of Securities surrendered for conversion,
      a
      number of shares (but in no event less than zero) equal to (i) the amount
      of (a) the Volume Weighted Average Price for such Trading Day multiplied by
      the Conversion Rate in effect on the Conversion Date, less 

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    (b) $1,000;
      divided by (ii) the Volume Weighted Average Price for such Trading Day
      multiplied by 10.

     

    “Defaulted
      Interest” has the meaning specified in Section 3.7.

     

    “Depositary”
      means, with respect to any Securities (including any Global Securities), a
      clearing agency that is registered as such under the Exchange Act and is
      designated by the Company to act as Depositary for such Securities (or any
      successor securities clearing agency so registered), which shall initially
      be
      DTC.

     

    “Determination
      Date” has the meaning specified in Section 12.14.

     

    “Dollar”
      or “U.S.$” or “$” 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”
      means The Depository Trust Company, a New York corporation.

     

    “Effective
      Date” has the meaning specified in Section 12.1.

     

    “Equity
      Interests” means with respect to any Person, Capital Stock of any class or kind
      ordinarily having the power to vote for the election of directors, managers,
      or
      other voting members of the governing body of such Person, as
      applicable.

     

    “Event
      of
      Default” has the meaning specified in Section 5.1.

     

    “Exchange
      Act” means the United States Securities Exchange Act of 1934 (or any successor
      statute), as amended from time to time.

     

    “Ex-Dividend
      Date” has the meaning specified in Section 12.1.

     

    “Fundamental
      Change” has the meaning specified in Section 14.3.

     

    “Fundamental
      Change Company Notice” has the meaning specified in
      Section 14.2.

     

    “Fundamental
      Change Repurchase Date” has the meaning specified in
      Section 14.1.

     

    “Fundamental
      Change Repurchase Price” has the meaning specified in
      Section 14.1.

     

    “Global
      Security” means a Security that is registered in the Security Register in the
      name of a Depositary or a nominee thereof.

     

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

     

    “Indenture”
      means this instrument as originally executed or as it may from time to time
      be
      supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof, including, for all purposes
      of this Indenture and any such 

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    supplemental
      indenture, the provisions of the Trust Indenture Act that are deemed to be
      a
      part of and govern this instrument and any such supplemental indenture,
      respectively.

     

    “Initial
      Purchaser” means RBC Capital Markets Corporation.

     

    “Interest
      Payment Date” means the Stated Maturity of an installment of interest on the
      Securities.

     

    “Issue
      Date” means March 14, 2007.

     

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

     

    “Maturity,”
      when used with respect to any Security, 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 declaration of acceleration, call for redemption,
      exercise of the repurchase right set forth in Article XIV or
      otherwise.

     

    “Net
      Shares” has the meaning specified in Section 12.14.

     

    “Net
      Share Amount” has the meaning specified in Section 12.14.

     

    “Non-global
      Security” means a Security that is not a Global Security.

     

    “Notice
      of Default” has the meaning specified in Section 5.1.

     

    “Offer
      Expiration Time” has the meaning specified in Section 12.5.

     

    “Officers’
      Certificate” means a certificate signed by (i) the Chairman of the Board, a
      Vice Chairman of the Board, the Chief Executive Officer, the President, the
      Chief Financial Officer or a Vice President and by (ii) the principal
      accounting officer, the Treasurer, an Assistant Treasurer, the Secretary or
      an
      Assistant Secretary of the Company, and delivered to the Trustee. One of the
      Officers signing an Officers’ Certificate given pursuant to Section 10.6 or
      Section 10.10 shall be the principal executive, financial or accounting
      officer of the Company.

     

    “Opinion
      of Counsel” means a written opinion of counsel, who may be an employee of or
      counsel to the Company and who shall be acceptable to the Trustee, which opinion
      shall comply with the provisions of Sections 1.2 and 1.3.

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              Securities
                for the payment, redemption or repurchase of which money in the necessary
                amount has been theretofore deposited with the Trustee or any Paying
                Agent (other than the Company) in trust or set aside and segregated
                in
                trust by the Company (if the Company shall act as its own Paying
                Agent)
                for the Holders of such Securities, provided that if such Securities
                are
                to be redeemed or repurchased, notice of such redemption or repurchase
                has
                been duly given pursuant to this Indenture or provision therefor
                satisfactory to the Trustee has been
                made;

            


    

     

    
      	 	
              (iii)

            	
              Securities
                which have been paid pursuant to Section 3.6 or in exchange for or in
                lieu of which other Securities have been authenticated and delivered
                pursuant to this Indenture, other than any such Securities in respect
                of
                which there shall have been presented to the Trustee proof satisfactory
                to
                it that such Securities are held by a protected purchaser in whose
                hands
                such Securities are valid obligations of the Company;
                and

            


    

     

    
      	 	
              (iv)

            	
              Securities
                converted into cash and Common Stock, if any, pursuant to
                Article XII;

            


    

     

    provided,
      however,
      that in
      determining whether the Holders of the requisite aggregate principal amount
      of
      Outstanding Securities are present at a meeting of Holders of Securities for
      quorum purposes or have given any request, demand, authorization, direction,
      notice, consent or waiver hereunder, Securities owned by the Company or any
      other obligor upon the Securities or any Affiliate of the Company or such other
      obligor shall be disregarded and deemed not to be Outstanding, except that,
      in
      determining whether the Trustee shall be protected in relying upon any such
      determination as to the presence of a quorum or upon any such request, demand,
      authorization, direction, notice, consent or waiver, only Securities as to
      which
      a Responsible Officer of the Trustee actually received written notice of such
      ownership shall be so disregarded. Securities so owned which have been pledged
      in good faith may be regarded as Outstanding if the pledgee establishes to
      the
      satisfaction of the Trustee the pledgee’s right so to act with respect to such
      Securities and that the pledgee is not the Company or any other obligor upon
      the
      Securities or any Affiliate of the Company or such other obligor, and the
      Trustee shall be protected in relying upon an Officers’ Certificate to such
      effect.

     

    “Paying
      Agent” means any Person authorized by the Company to pay the principal of or
      interest on any Securities on behalf of the Company and, except as otherwise
      specifically set forth herein, such term shall include the Company if it shall
      act as its own Paying Agent. The Company has initially appointed the Trustee
      as
      its Paying Agent pursuant to Section 10.2 hereof.

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    “Place
      of
      Conversion” has the meaning specified in Section 3.1.

     

    “Place
      of
      Payment” has the meaning specified in Section 3.1.

     

    “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 3.6 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.

     

    “Pre-Dividend
      Sale Price” has the meaning specified in Section 12.5.

     

    “Principal
      Return” has the meaning specified in Section 12.14.

     

    “Purchase
      Agreement” means the Purchase Agreement, dated March 8, 2007, between the
      Company and the Initial Purchaser, as such agreement may be amended from time
      to
      time.

     

    “Purchasers”
      has the meaning specified in Section 11.8.

     

    “Qualified
      Institutional Buyer” shall mean a “qualified institutional buyer” as defined in
      Rule 144A under the Securities Act.

     

    “Quarter”
      has the meaning specified in Section 12.1.

     

    “Record
      Date” means any Regular Record Date or Special Record Date.

     

    “Record
      Date Period” means the period from the close of business of any Regular Record
      Date next preceding any Interest Payment Date to the opening of business on
      such
      Interest Payment Date.

     

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

     

    “Redemption
      Price,” when used with respect to any Security to be redeemed, means the price
      at which it is to be redeemed pursuant to this Indenture.

     

    “Registrable
      Securities” has the meaning specified in the Registration Rights
      Agreement.

     

    “Registration
      Rights Agreement” means the Registration Rights Agreement, dated as of March 14,
      2007, between the Company and the Initial Purchaser, as such agreement may
      be
      amended from time to time.

     

    “Regular
      Record Date” for interest payable in respect of any Security on any Interest
      Payment Date means the March 1 or September 1 (whether or not a Business Day),
      as the case may be, next preceding such Interest Payment Date.

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    “Repurchase
      Date” has the meaning specified in Section 13.1

     

    “Repurchase
      Notice” shall have the meaning specified in Section 13.1.

     

    “Repurchase
      Price” has the meaning specified in Section 13.1

     

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

     

    “Restricted
      Global Security” has the meaning specified in Section 2.1.

     

    “Restricted
      Securities” means all Securities required pursuant to Section 3.5(3) to
      bear any Restricted Securities Legend. Such term includes the Restricted Global
      Security.

     

    “Restricted
      Securities Certificate” means a certificate in substantially the form set forth
      in Annex A.

     

    “Restricted
      Securities Legend” means, collectively, the legends substantially in the forms
      of the legends required in the form of Security set forth in Section 2.2 to
      be placed upon each Restricted Security.

     

    “Rights
      Plan” has the meaning specified in Section 12.5.

     

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

     

    “Rule 144A
      Information” has the meaning specified in Section 10.7.

     

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

     

    “Securities
      Act” means the United States Securities Act of 1933 (or any successor statute),
      as amended from time to time.

     

    “Security
      Register” and “Security Registrar” have the respective meanings specified in
      Section 3.5(1).

     

    “Share
      Price” has the meaning specified in Section 12.1.

     

    “Shelf
      Registration Statement” has the meaning specified in the Registration Rights
      Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    “Significant
      Subsidiary” has the meaning ascribed to such term under Rule 1-02 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 3.7.

     

    “Spinoff
      Valuation Period” has the meaning specified in Section 12.5.

     

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

     

    “Subsidiary”
      means with respect to any Person any other Person of which more than 50% of
      the
      Equity Interests are owned, directly or indirectly, by such Person, by such
      Person and one or more Subsidiaries of such Person or by one or more
      Subsidiaries of such Person.

     

    “Surrender
      Certificate” means a certificate in substantially the form set forth in Annex
      C.

     

    “Trading
      Day” means any regular or abbreviated trading day of the Nasdaq Global Select
      Market or, if the Common Stock is not traded on the Nasdaq Global Select Market,
      the principal United States national securities exchange on which such common
      stock is traded, or if such common stock is not traded on the Nasdaq Global
      Select Market or listed on a United States national securities exchange, as
      quoted on any other system of automated dissemination of quotation of securities
      prices, or if not so quoted, any day on which the Common Stock is traded regular
      way in the over-the-counter market and for which a closing bid and a closing
      ask
      price for the Common Stock are available.

     

    “Trading
      Price” 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 two independent nationally
      recognized securities dealers the Company selects, which may include the Initial
      Purchaser; provided
      that if
      at least two such bids cannot reasonably be obtained by the Trustee, but one
      such bid can reasonably be obtained by the Trustee, this one bid shall be used.
      If the Trustee cannot reasonably obtain at least one such bid or, in the
      Company’s reasonable judgment, the bid quotations are not indicative of the
      secondary market value of the Securities, then the Trading Price of the
      Securities will be deemed to be less than 98% of the applicable Conversion
      Rate
      of the Securities multiplied by the Common Stock Price on such Determination
      Date. 

     

    “Trust
      Indenture Act” means the Trust Indenture Act of 1939, and the rules and
      regulations thereunder, as in force at the date as of which this Indenture
      was
      executed, except as otherwise provided in Section 8.3, provided,
      however,
      that in
      the event the Trust Indenture Act of 1939 is amended after such date, “Trust
      Indenture Act” means, to the extent required by any such amendment, the Trust
      Indenture Act of 1939, and the rules and regulations thereunder, as so
      amended.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

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

     

    “Unrestricted
      Securities Certificate” means a certificate in substantially the form set forth
      in Annex B.

     

    “Valuation
      Period” has the meaning specified in Section 12.1.

     

    “Volume
      Weighted Average Price” per share of Common Stock on any Trading Day means such
      price as displayed on Bloomberg (or any successor service) page PVTB
<equity> VAP in respect of the period from 9:30 a.m. to 4:00 p.m., New
      York City time, on such Trading Day; or, if such price is not available, the
      Volume Weighted Average Price means the market value per share of Common Stock
      on such day as determined by a nationally recognized independent investment
      banking firm retained for this purpose by the Company.

     

    SECTION
      1.2 Compliance
      Certificates And Opinions.

     

    Upon
      any
      application or request by the Company to the Trustee to take or refrain from
      taking any action under any provision of this Indenture, the Company shall
      furnish to the Trustee an Officers’ Certificate in form and substance
      satisfactory to the Trustee stating that, in the opinion of the signers thereof,
      all conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been complied with and an Opinion of
      Counsel in form and substance satisfactory to the Trustee stating that, in
      the
      opinion of such counsel, all such conditions precedent, if any, have been
      complied with, except that in the case of any such application or request as
      to
      which the furnishing of such documents is specifically required by any provision
      of this Indenture relating to such particular application or request, no
      additional certificate or opinion need be furnished. Each such Officers’
Certificate and Opinion of Counsel shall comply with the requirements of the
      Trust Indenture Act and any other requirements set forth in this
      Indenture.

     

    Every
      Officers’ Certificate or Opinion of Counsel provided for in this Indenture
      (other than a certificate provided pursuant to Trust Indenture Act Section
      314(a)(4)) (including certificates provided for in Section 10.6 or
      Section 10.10) shall include:

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

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

     

    An
      Officers’ Certificate, statement or Opinion of Counsel may be based, insofar as
      it relates to accounting matters, upon a certificate or opinion of or
      representation by an accountant (who may be an employee of the Company), or
      firm
      of accountants, unless such officer or counsel, as the case may be, knows that
      the certificate or opinion or representation with respect to the accounting
      matters upon which his or her certificate, statement or opinion may be based
      as
      aforesaid is erroneous.

     

    SECTION
      1.3 Form
      of
      Documents Delivered to the Trustee.

     

    In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion 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
      Officers’ Certificate may be based, insofar as it relates to legal matters, upon
      a certificate or opinion of, or representations by, counsel, unless such officer
      knows that the certificate or opinion or representations with respect to the
      matters upon which such Officers’ Certificate is based are erroneous. Any
      Opinion of Counsel may be based, insofar as it relates to factual matters,
      upon
      a certificate or opinion of, or representations by, an officer or officers
      of
      the Company or any other Person deemed appropriate by such counsel, unless
      such
      counsel knows that the certificate or opinion or representations with respect
      to
      such matters are erroneous.

     

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

     

    SECTION
      1.4 Acts
      of
      Holders of Securities;
      Record
      Dates.

     

    (1) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Indenture to be given or taken by Holders
      of Securities may be embodied in and evidenced by (A) one or more
      instruments of substantially similar tenor signed (either physically or by
      means
      of a facsimile or an electronic transmission, provided that such electronic
      transmission is transmitted through the facilities of a Depositary) by such
      Holders in person or by an agent or proxy duly appointed in writing by such
      Holders or (B) the record of Holders of Securities voting in favor thereof,
      either in person or by proxies duly appointed in writing, at any meeting of
      Holders of Securities duly called and held in accordance with the provisions
      of
      Article IX. Such action shall become effective when such instrument or
      instruments or record is delivered (either physically or by means of a facsimile
      or an electronic transmission, provided that such electronic transmission is
      transmitted through the facilities of a Depositary) to the Trustee and, where
      it
      is hereby expressly required, to the Company. The Trustee shall promptly deliver
      to the Company copies of all such instruments and records delivered to the
      Trustee. Such

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    instrument
      or instruments and records (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 or 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 6.1)
      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 9.6. Without limiting the
      generality of the foregoing, a Holder, including a Depositary that is a Holder
      of a Global Security, may make, give or take, by a proxy or proxies, duly
      appointed in writing, any request, demand, authorization, direction, notice,
      consent, waiver or other action provided in this Indenture to be made, given
      or
      taken by Holders, and a Depositary that is a Holder of a Global Security may
      provide its proxy or proxies to the beneficial owners of interests in any such
      Global Security.

     

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

     

    (3) The
      aggregate principal amount and serial number of any Security held by any Person,
      and the date of his holding the same, shall be proved by the Security
      Register.

     

    (4) The
      fact
      and date of execution of any such instrument or writing and the authority of
      the
      Person executing the same may also be proved in any other manner which the
      Trustee deems sufficient; and the Trustee may in any instance require further
      proof with respect to any of the matters referred to in this
      Section 1.4.

     

    (5) The
      Company may set any day as the record date for the purpose of determining the
      Holders entitled to give or take any request, demand, authorization, direction,
      notice, consent, waiver or other action, or to vote on any action, authorized
      or
      permitted by this Indenture to be given or taken by Holders. Promptly and in
      any
      case not later than ten days after setting a record date, the Company shall
      notify the Trustee and the Holders of such record date. If the Company elects
      to
      set a Record Date but it is not set by the Company prior to the first
      solicitation of a Holder made by any Person in respect of any such action,
      or,
      in the case of any such vote, prior to such vote, the record date for any such
      action or vote shall be the 30th day (or, if later, the date of the most recent
      list of Holders required to be provided pursuant to Section 15.1) prior to
      such first solicitation or vote, as the case may be. With regard to any record
      date, the Holders of Outstanding Securities on such date (or their duly
      appointed agents or proxies), and only such Persons, shall be entitled to give
      or take, or vote on, the relevant action, whether or not such Holders remain
      Holders after such record date. Notwithstanding the foregoing, the Company
      shall
      not set a record date for, and the provisions of this paragraph shall not apply
      with respect to, any notice, declaration or direction referred to in the next
      paragraph.

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    Upon
      actual receipt by a Responsible Officer of the Trustee from any Holder of
      (i) any notice of default or breach referred to in Section 5.1(4), if
      such default or breach has occurred and is continuing and the Trustee shall
      not
      have given such a notice to the Company, (ii) any declaration of
      acceleration referred to in Section 5.2, if an Event of Default has
      occurred and is continuing and the Trustee shall not have given such a
      declaration to the Company, or (iii) any direction referred to in
      Section 5.12, if the Trustee shall not have taken the action specified in
      such direction, then, with respect to clauses (ii) and (iii), a record date
      shall automatically and without any action by the Company or the Trustee be
      set
      for determining the Holders entitled to join in such declaration or direction,
      which record date shall be the close of business on the tenth day (or, if such
      day is not a Business Day, the first Business Day thereafter) following the
      day
      on which the Trustee so receives such declaration or direction, and, with
      respect to clause (i), the Trustee may set any day as a record date for the
      purpose of determining the Holders entitled to join in such notice of default.
      Promptly after such receipt by the Trustee of any such declaration or direction
      referred to in clause (ii) or (iii), and promptly after setting any record
      date
      with respect to clause (i), and as soon as practicable thereafter, the Trustee
      shall notify the Company and the Holders of any such record date so fixed.
      The
      Holders on such record date (or their duly appointed agents or proxies), and
      only such Persons, shall be entitled to join in such notice, declaration or
      direction, whether or not such Holders remain Holders after such record date;
      provided that, unless such notice, declaration or direction shall have become
      effective by virtue of Holders of the requisite aggregate principal amount
      of
      Securities on such record date (or their duly appointed agents or proxies)
      having joined therein on or prior to the 90th day after such record date, such
      notice, declaration or direction shall automatically and without any action
      by
      any Person be canceled and of no further effect. Nothing in this paragraph
      shall
      be construed to prevent a Holder (or a duly appointed agent or proxy thereof)
      from giving, before or after the expiration of such 90-day period, a notice,
      declaration or direction contrary to or different from, or, after the expiration
      of such period, identical to, the notice, declaration or direction to which
      such
      record date relates, in which event a new record date in respect thereof shall
      be set pursuant to this paragraph. In addition, nothing in this paragraph shall
      be construed to render ineffective any notice, declaration or direction of
      the
      type referred to in this paragraph given at any time to the Trustee and the
      Company by Holders (or their duly appointed agents or proxies) of the requisite
      aggregate principal amount of Securities on the date such notice, declaration
      or
      direction is so given.

     

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

     

    (7) The
      provisions of this Section 1.4 are subject to the provisions of
      Section 9.5.

     

    SECTION
      1.5 Notices,
      Etc to the Trustee and Company.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    (1) the
      Trustee by any Holder of Securities or by the Company shall be sufficient for
      every purpose hereunder if made, given, furnished or filed in writing in the
      English language by first class mail postage prepaid (registered or certified,
      return receipt requested) or by telecopier (receipt confirmed) or delivered
      by
      hand or by overnight courier guaranteeing next day delivery, to or with a
      Responsible Officer of the Trustee and actually received by the Trustee at
      its
      Corporate Trust Office, Attention: Corporate Trust Department, or at any other
      address previously furnished in writing by the Trustee, and

     

    (2) the
      Company by the Trustee or by any Holder of Securities shall be sufficient for
      every purpose hereunder (unless otherwise herein expressly provided) if in
      writing in the English language, mailed, first-class postage prepaid, or
      telecopied (receipt confirmed), or delivered by hand or overnight courier,
      addressed to the Company at 70 West Madison, Suite 900, Chicago, Illinois
      60602, Attention: General Counsel, facsimile: (312) 683-1493, or at any other
      address previously furnished in writing to the Trustee by the
      Company.

     

    All
      notices to the Company will be deemed to have been duly given: at the time
      delivered by hand, if personally delivered; five Business Days after being
      deposited in the mail, postage prepaid, if mailed; when receipt acknowledged,
      if
      telecopied; and the next Business Day after timely delivery to the courier,
      if
      delivered by overnight delivery. All notices and communications to the Trustee
      will be deemed to have been duly given when actually received by a Responsible
      Officer of the Trustee.

     

    SECTION
      1.6 Notice
      to
      Holders of Securities; Waiver.

     

    Except
      as
      otherwise expressly provided herein, where this Indenture provides for notice
      to
      Holders of Securities of any event, such notice shall be sufficiently given
      to
      Holders if in writing in the English language and mailed, first-class postage
      prepaid, or telecopied (receipt confirmed), or delivered by an overnight
      delivery service, to each Holder of a Security affected by such event, at the
      address of such Holder as it appears in the Security Register, not earlier
      than
      the earliest date and not later than the latest date prescribed for the giving
      of such notice.

     

    Neither
      the failure to mail or deliver such notice, nor any defect in any notice so
      mailed or delivered, to any particular Holder of a Security shall affect the
      sufficiency of such notice with respect to other Holders of Securities. In
      case
      by reason of the suspension of regular mail service or by reason of any other
      cause it shall be impracticable to give such notice by mail, then such
      notification to Holders of Securities as shall be made with the approval of
      the
      Trustee shall constitute a sufficient notification to such Holders for every
      purpose hereunder.

     

    Such
      notice shall be deemed to have been given when such notice is mailed or
      delivered to the overnight delivery service, as applicable, and shall be
      conclusively deemed to have been received by such Holder, whether or not such
      Holder actually receives such notice.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by the Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Holders of Securities shall be filed with 

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    the
      Trustee, but such filing shall not be a condition precedent to the validity
      of
      any action taken in reliance upon such waiver.

     

    SECTION
      1.7 Effect
      of
      Headings and Table of Contents.

     

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

     

    SECTION
      1.8 Successors
      and Assigns.

     

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

     

    SECTION
      1.9 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
      1.10 Benefits
      of Indenture.

     

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

     

    SECTION
      1.11 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
      1.12 Legal
      Holidays.

     

    In
      any
      case where any Interest Payment Date, Redemption Date, Repurchase Date,
      Fundamental Change Repurchase Date or Stated Maturity of any Security or the
      last day on which a Holder of a Security has a right to convert his Security
      shall not be a Business Day at a Place of Payment or Place of Conversion, as
      the
      case may be, then (notwithstanding any other provision of this Indenture or
      of
      the Securities) payment of principal of or interest on, or the payment of the
      Redemption Price, Repurchase Price or Fundamental Change Repurchase Price,
      if
      applicable with respect to, or delivery for conversion of, such Security need
      not be made at such Place of Payment or Place of Conversion, as the case may
      be,
      on or by such day, but may be made on or by the next succeeding Business Day
      at
      such Place of Payment or Place of Conversion, as the case may be, with the
      same
      force and effect as if made on the Interest Payment Date, Redemption Date,
      Repurchase Date, or Fundamental Change Repurchase Date, or at the Stated
      Maturity or by such last day for conversion; provided,
      however,
      that in
      the case that payment is made on such succeeding Business 

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

     

    Day,
      no
      interest shall accrue on the amount so payable for the period from and after
      such Interest Payment Date, Redemption Date, Repurchase Date, Fundamental Change
      Repurchase Date, Stated Maturity or last day for conversion, as the case may
      be.

     

    SECTION
      1.13 Conflict
      With Trust Indenture Act.

     

    If
      any
      provision hereof limits, qualifies or conflicts with a provision of the Trust
      Indenture Act, the Trust Indenture Act shall control. If any provision of this
      Indenture modifies or excludes any provision of the Trust Indenture Act that
      may
      be so modified or excluded, the Indenture provision so modifying or excluding
      such provision of the Trust Indenture Act shall be deemed to apply.


     

    ARTICLE
      II

    SECURITY
      FORMS

     

    SECTION
      2.1 Form
      Generally.

     

    The
      Securities shall be in substantially the form set forth in this Article, with
      such appropriate insertions, omissions, substitutions and other variations
      as
      are required or permitted by this Indenture, and may have such letters, numbers
      or other marks of identification and such legends or endorsements placed thereon
      as may be required to comply with the rules of any securities exchange, the
      Internal Revenue Code of 1986, as amended, and regulations thereunder (the
      “Code”), or any applicable securities laws, or as may, consistent herewith, be
      determined by the officers executing such Securities, as evidenced by their
      execution thereof. All Securities shall be in fully registered
      form.

     

    The
      Trustee’s certificates of authentication shall be in substantially the form set
      forth in Section 2.3.

     

    Conversion
      notices shall be in substantially the form set forth in
      Section 2.4.

     

    Repurchase
      notices shall be in substantially the form set forth in
      Section 2.2.

     

    The
      Securities shall be printed, lithographed, typewritten or engraved or produced
      by any combination of these methods or may be produced in any other manner
      permitted by the rules of any automated quotation system or securities exchange
      (including on steel engraved borders if so required by any securities exchange
      upon which the Securities may be listed) on which the Securities may be quoted
      or listed, as the case may be, all as determined by the officers executing
      such
      Securities, as evidenced by their execution thereof.

     

    Upon
      their original issuance, Securities issued as contemplated by the Purchase
      Agreement to Qualified Institutional Buyers in reliance on Rule 144A shall
      be issued in the form of one or more Global Securities in definitive, fully
      registered form without interest coupons and bearing the Restricted Securities
      Legend. Each such Global Security shall be registered in the name of DTC, as
      Depositary, or its nominee, and deposited with the Trustee, as custodian for
      DTC, for credit by DTC 

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

     

    to
      the
      respective accounts of beneficial owners of the Securities represented thereby
      (or such other accounts as they may direct). Each such Global Security, together
      with its Successor Securities which are Global Securities, are collectively
      herein called the “Restricted Global Security.”

     

    SECTION
      2.2 Form
      of
      Security.

     

    [FORM
      OF
      FACE]

     

    [THE
      FOLLOWING LEGEND (THE “RESTRICTED SECURITIES LEGEND”) SHALL APPEAR ON THE FACE
      OF EACH RESTRICTED SECURITY:

     

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

     

    THE
      HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
      SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY
      BE
      OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
      TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
      BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
      AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT, OR (IV) TO THE COMPANY OR ONE OF ITS SUBSIDIARIES, IN EACH
      OF
      CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
      ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
      HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
      RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. IN ANY CASE THE HOLDER
      HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION
      WITH
      REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES
      ACT.

     

    THIS
      SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION, AND ANY
      RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
      THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS SECURITY AND ANY SUCH
      SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE


    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

     

    INTERPRETATION
      HEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED
      SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND SUCH SHARES SHALL BE
      DEEMED BY THE ACCEPTANCE OF THIS SECURITY AND ANY SUCH SHARES TO HAVE AGREED
      TO
      SUCH AMENDMENT OR SUPPLEMENT.]

     

    [THE
      FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL
      SECURITY:

     

    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF
      THE
      DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT
      THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL
      PURPOSES.

     

    UNLESS
      AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
      REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE,
      THIS
      GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
      TO A
      NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
      OR
      ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
      TO A
      SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
      DEPOSITARY.]

     

    [THE
      FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY FOR WHICH
      THE
      DEPOSITORY TRUST COMPANY IS TO BE THE DEPOSITARY:

     

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

    


    
      
        
          
          

        

        
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    PRIVATEBANCORP,
      INC.

     

    3-5/8%
      CONTINGENT CONVERTIBLE SENIOR NOTE DUE 2027

     

    

      
        	
                No.
                  _______________

              	
                $____________________

              


      

    

     

    CUSIP
      NO.
      __________

     

    PRIVATEBANCORP,
      INC., a corporation duly organized and existing under the laws of the State
      of
      Delaware (herein called the “Company”, which term includes any successor Person
      under the Indenture referred to on the reverse hereof), for value received,
      hereby promises to pay to _________________, or registered assigns, the
      principal sum of ________ United States Dollars (U.S.$______ ) [if
      this Security is a Global Security, then insert - which
      principal amount may from time to time be increased or decreased to such other
      principal amounts (which, taken together with the principal amounts of all
      other
      Outstanding Securities, shall not exceed U.S.$100,000,000 (or $115,000,000
      if
      the Initial Purchaser exercises in full its option to purchase additional
      Securities) by adjustments made on the records of the Trustee hereinafter
      referred to in accordance with the Indenture)] on March 15, 2027 and to pay
      interest thereon, from March 14, 2007, or from the most recent Interest Payment
      Date (as defined below) to which interest has been paid or duly provided for,
      semi-annually in arrears on March 15 and September 15 in each year (each, an
      “Interest Payment Date”), commencing September 15, 2007, at the rate of 3-5/8%
      per annum, until the principal hereof is paid, and at the rate of 3-5/8% per
      annum on any overdue principal and, to the extent permitted by law, on any
      overdue interest (including Additional Interest, if any). Interest and
      Additional Interest will be computed on the basis of a 360-day year composed
      of
      twelve 30-day months. The interest so payable, and punctually paid or duly
      provided for, on any Interest Payment Date will, as provided in the Indenture,
      be paid to the Person in whose name this Security (or one or more Predecessor
      Securities) is registered at the close of business on the Regular Record Date
      for such interest, which shall be the March 1 or September 1 (whether or not
      a
      Business Day), as the case may be, next preceding such Interest Payment Date.
      Except as otherwise provided in the Indenture, any such interest not so
      punctually paid or duly provided for will forthwith cease to be payable to
      the
      Holder on such Regular Record Date and may either be paid to the Person in
      whose
      name this Security (or one or more Predecessor Securities) is registered at
      the
      close of business on a Special Record Date for the payment of such Defaulted
      Interest to be fixed by the Company, notice whereof shall be given to Holders
      of
      Securities not less than 10 days prior to the Special Record Date, or be paid
      at
      any time in any other lawful manner not inconsistent with the requirements
      of
      any automated quotation system or securities exchange on which the Securities
      may be quoted or listed, and upon such notice as may be required by such
      exchange, all as more fully provided in the Indenture. Payments of principal
      shall be made upon the surrender of this Security at any office or agency of
      the
      Company as may be designated by it for such purpose in The City of New York
      or
      The
      City of Chicago,
      in such
      lawful money of the United States of America as at the time of payment shall
      be
      legal tender for the payment of public and private debts, by, at the option
      of
      the Holder (i) United States Dollar check drawn on, or (ii) wire
      transfer to, a United States Dollar account maintained in The City of New York
      or The City of Chicago (such a transfer to be made only to a Holder of an
      aggregate principal amount of Securities in excess of U.S.$2,000,000 and only
      if
      such Holder shall 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    have
      furnished wire instructions in writing to the Trustee no later than 15 days
      prior to the relevant payment date). Payment of interest on this Security may
      be
      made by United States Dollar check mailed to the address of the Person entitled
      thereto as such address shall appear in the Security Register, or, upon written
      application by the Holder to the Security Registrar setting forth wire
      instructions not later than the relevant Record Date, by transfer to a United
      States Dollar account maintained in The City of New York or The City of Chicago
      (such a transfer to be made only to a Holder of an aggregate principal amount
      of
      Securities in excess of U.S.$2,000,000 and only if such Holder shall have
      furnished wire instructions in writing to the Trustee no later than 15 days
      prior to the relevant payment date).

     

    Except
      as
      specifically provided herein or in the Indenture, the Company shall not be
      required to make any payment with respect to any tax, assessment or other
      governmental charge imposed by any government or any political subdivision
      or
      taxing authority thereof or therein.

     

    Reference
      is hereby made to the further provisions of this Security set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

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

    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

     

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

     

    
      
        
          
            	 	
                    PRIVATEBANCORP,
                      INC.

                     

                     

                  


          

          
            
              	 	 By:	 


            

          

          
            
              	
                    	Name:	
                    
	 	Title:	 


              
                 

              

            

          

        

      

    

    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    Dated:
      

     

    


    LASALLE
      BANK NATIONAL ASSOCIATION, 

    as
      Trustee

     

    By: ______________________________

    Authorized
      Signatory

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    [FORM
      OF
      REVERSE]

     

    This
      Security is one of a duly authorized issue of securities of the Company
      designated as its “3-5/8% Contingent Convertible Senior Notes due 2027” (herein
      called the “Securities”), limited in aggregate principal amount to
      U.S.$100,000,000 (or $115,000,000 if the Initial Purchaser exercises in full
      its
      option to purchase additional Securities), issued and to be issued under an
      Indenture, dated as of March 14, 2007 (herein called the “Indenture”), between
      the Company and LaSalle Bank National Association, as Trustee (herein called
      the
“Trustee,” which term includes any successor trustee under the Indenture), to
      which Indenture and all indentures supplemental thereto reference is hereby
      made
      for a statement of the respective rights, limitations of rights, duties and
      immunities thereunder of the Company, the Trustee and the Holders of the
      Securities and of the terms upon which the Securities are, and are to be,
      authenticated and delivered.

     

    No
      sinking fund is provided for the Securities.

     

    Prior
      to
      March 20, 2009, the Securities shall not be redeemable. On or after March 20,
      2009, the Company may redeem all or any portion of the Securities for cash
      at a
      Redemption Price equal to 100% of the principal amount of the Securities plus
      accrued and unpaid interest (including Additional Interest, if any) to, but
      excluding, the Redemption Date. Interest installments on Securities whose Stated
      Maturity is on or prior to such Redemption Date will be payable to the Holders
      of such Securities, or one or more Predecessor Securities, of record at the
      close of business on the relevant Record Dates referred to on the face hereof,
      all as provided in the Indenture. Whenever in this Security 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 Redemption Price payable
      in respect of such Security to the extent that such Redemption Price is, was
      or
      would be so payable at such time, and express mention of the Redemption Price
      in
      any provision of this Security shall not be construed as excluding the
      Redemption Price so payable in those provisions of this Security when such
      express mention is not made.

     

    In
      any
      case where the due date for the payment of the principal of or interest
      (including Additional Interest, if any) on any Security or the last day on
      which
      a Holder of a Security has a right to convert his Security shall not be a
      Business Day, at any Place of Payment or Place of Conversion as the case may
      be,
      then payment of principal, interest (including Additional Interest, if any)
      or
      delivery for conversion of such Security need not be made on or by such date
      at
      such place but may be made on or by the next succeeding Business Day at such
      Place of Payment or Place of Conversion, as the case may be, with the same
      force
      and effect as if made on the date for such payment, or by such last day for
      conversion, and if the payment is made on such next succeeding Business Day
      no
      interest shall accrue on the amount so payable for the period after such due
      date.

     

    Subject
      to the terms and conditions of the Indenture, the Company shall become obligated
      to repurchase, at the option of the Holder on March 15, 2009, June 15, 2009,
      September 15, 2009, December 15, 2009, March 15, 2010, March 15, 2012, March
      15,
      2017 and March 15, 2022 (each a “Repurchase Date”), all or a portion of the
      Securities held by such Holder, in any integral multiple of U.S.$1,000, for
      cash
      at a price per Security equal to 100% of the aggregate principal amount of
      the


    


    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

     

    Security
      (the “Repurchase Price”), together with accrued but unpaid interest (including
      Additional Interest, if any) thereon to, but excluding, the Repurchase Date
      upon
      delivery of a Repurchase Notice containing the information set forth in the
      Indenture, together with the Securities subject thereto, at any time from the
      opening of business on the date that is 30 Business Days prior to such
      Repurchase Date until the close of business on the Repurchase Date, and upon
      delivery of the Securities to the Paying Agent by the Holder as set forth in
      the
      Indenture.

     

    If
      cash
      sufficient to pay the Repurchase Price and accrued but unpaid interest
      (including Additional Interest, if any) on all Securities or portions thereof
      to
      be repurchased as of the Repurchase Date is held by the Paying Agent by 10:30
      a.m., New York City time, on the Business Day immediately following the
      Repurchase Date, interest (including Additional Interest, if any) shall cease
      to
      accrue on such Securities (or portions thereof) as of such Repurchase Date
      and
      the Holder thereof shall have no other rights as such, other than the right
      to
      receive the Repurchase Price and interest (including Additional Interest, if
      any) upon surrender of such Security.

     

    Upon
      satisfaction of the conditions set forth in Section 12.1(1) of the Indenture,
      a
      Holder of a Security may convert any portion of the principal amount of any
      Security that is an integral multiple of U.S.$1,000 into cash and fully paid
      and
      non-assessable shares (calculated as to each conversion to the nearest 1/1,000th
      of a share) of Common Stock in accordance with the provisions of
      Section 12.14 of the Indenture; provided that if such Security is called
      for redemption or delivered for repurchase pursuant to Article XIII or XIV
      of the Indenture, the conversion right will terminate at the close of business
      on the Business Day immediately preceding the Redemption Date, Repurchase Date
      or Fundamental Change Repurchase Date, as applicable, of such Security (unless
      the Company shall default in making the redemption or repurchase payment when
      due, in which case the conversion right shall terminate at the close of business
      on the date such default is cured and such Security is redeemed or repurchased).
      Subject to the satisfaction of the conditions set forth in Section 12.1(1)
      of
      the Indenture, such conversion right shall commence on the initial issuance
      date
      of the Securities and expire at the close of business on the date of maturity,
      subject, in the case of conversion of any Global Security, to any Applicable
      Procedures. The Conversion Price shall, as of the date of the Indenture,
      initially be $45.05 per share of Common Stock. The Conversion Rate shall, as
      of
      the date of the Indenture, initially be approximately 22.1976. The Conversion
      Price and Conversion Rate will be adjusted under the circumstances specified
      in
      the Indenture. Upon conversion, no adjustment for interest (including Additional
      Interest, if any) or dividends will be made. No fractional shares will be issued
      upon conversion; in lieu thereof, an amount will be paid in cash in accordance
      with the provisions of Section 12.14(3) of the Indenture. Except as provided
      in
      Section 12.2(3) of the Indenture, delivery of the Principal Return, Net Shares
      and cash in lieu of fractional shares shall be deemed to satisfy the Company’s
      obligation to pay the principal amount of a converted Security and accrued
      but
      unpaid interest (including Additional Interest, if any) thereon. Any accrued
      interest (including Additional Interest, if any) payable on a converted Security
      will be deemed paid in full, rather than canceled, extinguished or
      forfeited.

     

    In
      addition, following certain corporate transactions that occur on or prior to
      March 15, 2010 and that constitute a Fundamental Change (other than
      relating to the composition of the Board of Directors as described in clause
      (i)
      of the definition of Fundamental Change in Section 14.3(2)), a


    


    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

    Holder
      who elects to convert its Securities in connection with such corporate
      transaction will be entitled to receive Additional Shares of Common Stock upon
      conversion in certain circumstances set forth in the Indenture, subject to
      the
      provisions of Section 12.1(3) of the Indenture.

     

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

     

    A
      Security in respect of which a Holder has delivered a repurchase notice
      exercising the option of such Holder to require the Company to repurchase such
      Security as provided in Article XIII or Article XIV, respectively, of
      the Indenture may be converted only if such notice of exercise is withdrawn
      in
      accordance with the terms of the Indenture.

     

    If
      this
      Security is a Registrable Security (as defined in the Indenture), then the
      Holder of this Security (including any Person that has a beneficial interest
      in
      this Security) and the Common Stock of the Company issuable upon conversion
      hereof is entitled to the benefits of the Registration Rights
      Agreement.

     

    Whenever
      in this Security there is a reference, in any context, to the payment of
      interest on, or in respect of, any Security as of any time, such reference
      shall
      be deemed to include reference to Additional Interest, as described in the
      preceding paragraph, if any, payable in respect of such Security to the extent
      that such Additional Interest, if any, is, was or would be so payable at such
      time, and express mention of Additional Interest, if any, in any provision
      of
      this Security shall not be construed as excluding Additional Interest, if any,
      so payable in those provisions of this Security when such express mention is
      not
      made.

     

    If
      this
      Security is a Registrable Security and the Holder of this Security (including
      any Person that has a beneficial interest in this Security) elects to sell
      this
      Security pursuant to the Shelf Registration Statement then, by its acceptance
      hereof, such Holder of this Security agrees to be bound by the terms of the
      Registration Rights Agreement relating to the Registrable Securities which
      are
      the subject of such election.

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

     

    If
      a
      Fundamental Change occurs, the Holder of this Security, at the Holder’s option,
      shall have the right, in accordance with the provisions of the Indenture, to
      require the Company to repurchase this Security (or any portion of the aggregate
      principal amount hereof that is at least U.S.$1,000 or an integral multiple
      of
      U.S.$1,000 in excess thereof, provided that the portion of the aggregate
      principal amount of this Security to be Outstanding after such repurchase is
      at
      least equal to U.S.$1,000) for cash at a Fundamental Change Repurchase Price
      equal to 100% of the aggregate principal amount thereof plus interest (including
      Additional Interest, if any) accrued to, but excluding, the Fundamental Change
      Repurchase Date, as provided in the Indenture. Whenever in this Security 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 Fundamental Change
      Repurchase Price payable in respect of such Security to the extent that such
      Fundamental Change Repurchase Price is, was or would be so payable at such
      time,
      and express mention of the Fundamental Change Repurchase Price in any provision
      of this Security shall not be construed as excluding the Fundamental Change
      Repurchase Price so payable in those provisions of this Security when such
      express mention is not made.

     

    If
      this
      Security is a Global Security, then, in the event of a deposit or withdrawal
      of
      an interest in this Security, including an exchange, transfer, redemption,
      repurchase or conversion of this Security in part only, the Trustee, as
      custodian of the Depositary, shall make an adjustment on its records to reflect
      such deposit or withdrawal in accordance with the Applicable
      Procedures.

     

    If
      an
      Event of Default shall occur and be continuing, the principal of all the
      Securities, together with accrued interest to the date of declaration, may
      be
      declared due and payable in the manner and with the effect provided in the
      Indenture. Upon payment (i) of the amount of principal so declared due and
      payable, together with accrued interest to the date of declaration, and
      (ii) of interest on any overdue principal and, to the extent permitted by
      applicable law, overdue interest, all of the Company’s obligations in respect of
      the payment of the principal of and interest on the Securities shall
      terminate.

     

    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 either (a) the written consent of the
      Holders of not less than a majority in aggregate principal amount of the
      Securities at the time Outstanding, 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 66 2/3% in aggregate principal amount of
      the
      Outstanding Securities represented and entitled to vote at such meeting. The
      Indenture also contains provisions permitting the Holders of specified
      percentages in aggregate principal amount of the Securities at the time
      Outstanding, on behalf of the Holders of all the Securities, to waive compliance
      by the Company with certain provisions of the Indenture and certain past
      defaults under the Indenture and their consequences. Any such consent or waiver
      by the Holder of this Security shall be conclusive and binding upon such Holder
      and upon all future Holders of this Security and of any Security issued upon
      the
      registration of transfer hereof or in exchange herefor or in lieu hereof whether
      or not notation of such consent or waiver is made upon 

    


    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

     

    this
      Security or such other Security. Certain modifications or amendments to the
      Indenture require the consent of the Holder of each Outstanding Security
      affected.

     

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture or for the appointment of a receiver or trustee or for any other
      remedy thereunder, unless such Holder shall have previously given the Trustee
      written notice of a continuing Event of Default, the Holders of not less than
      25% in aggregate principal amount of the Outstanding Securities shall have
      made
      written request to the Trustee to institute proceedings in respect of such
      Event
      of Default as Trustee and offered the Trustee security or indemnity reasonably
      satisfactory to the Trustee and the Trustee shall not have received from the
      Holders of a majority in aggregate principal amount of the Securities
      Outstanding a direction inconsistent with such request, and shall have failed
      to
      institute any such proceeding, for 60 days after receipt of such notice, request
      and offer of security or indemnity (or if requested, receipt of security or
      indemnity). The foregoing shall not apply to any suit instituted by the Holder
      of this Security for the enforcement of any payment of principal hereof or
      interest (including Additional Interest, if any) hereon, on or after the
      respective due dates expressed herein or for the enforcement of the right to
      convert this Security as provided in the Indenture.

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair (without the consent of the Holder hereof)
      the
      obligation of the Company, which is absolute and unconditional, to pay the
      principal of and interest (including Additional Interest, 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.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable on the Security Register upon
      surrender of this Security for registration of transfer at such office or agency
      of the Company as may be designated by it for such purpose in The City of
      Chicago, or at such other offices or agencies as the Company may designate,
      duly
      endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory to the Company and the Security Registrar duly executed by, the
      Holder thereof or his attorney duly authorized in writing, and thereupon one
      or
      more new Securities, of authorized denominations and for the same aggregate
      principal amount, will be issued to the designated transferee or transferees
      by
      the Security Registrar. As provided in the Indenture and subject to certain
      limitations therein set forth, Securities are exchangeable for a like aggregate
      principal amount of Securities of any authorized denominations as requested
      by
      the Holder surrendering the same upon surrender of the Security or Securities
      to
      be exchanged, at such office or agency of the Company. The Trustee upon such
      surrender by the Holder will issue the new Securities in the requested
      denominations. No service charge shall be made for any such registration of
      transfer or exchange, but the Company may require payment of a sum sufficient
      to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      the
      Trustee, any Agent and any agent of the Company, the Trustee or any Agent may
      treat the Person in whose name such Security is registered as the owner thereof
      for all purposes, whether or not such 

    


    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

     

    Security
      be overdue, and neither the Company, the Trustee nor any Agent or other such
      agent shall be affected by notice to the contrary.

     

    No
      recourse for the payment of the principal or interest on this Security and
      no
      recourse under or upon any obligation, covenant or agreement of the Company
      in
      the Indenture or any indenture supplemental thereto or in any Security, or
      because of the creation of any indebtedness represented thereby, shall be had
      against any incorporator, stockholder, employee, agent, officer or director
      or
      subsidiary, as such, past, present or future, of the Company or of any successor
      corporation, either directly or through the Company or any successor
      corporation, whether by virtue of any constitution, statute or rule of law
      or by
      the enforcement of any assessment or penalty or otherwise, all such liability
      being, by the acceptance hereof and as part of consideration for the issue
      hereof, expressly waived and released by the Holder hereof.

     

    THE
      INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK.

     

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

    


    
      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

     

    ABBREVIATIONS

     

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

    

      
        	
                TEN
                  COM

              	
                as
                  tenant in common

              	
                UNIF
                  GIFT MIN ACT

              	
                _______

              	
                Custodian

              	
                _______

              
	
                TEN
                  ENT

              	
                as
                  tenants by the entireties (Cust)

              	 	
                (Cust)

              	 	
                (Minor)

              
	
                JT
                  TEN

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                under
                  Uniform Gifts to Minors Act ______

                
                  (State)

                

              
	 	 	 	
                 

              


      

    

     

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

    


    
      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

    


    ELECTION
      OF HOLDER TO REQUIRE REPURCHASE

     

    (1) Pursuant
      to Section 14.1 of the Indenture, the undersigned hereby elects to have
      this Security repurchased by the Company.

     

    (2) The
      undersigned hereby directs the Trustee or the Company to pay it or
      ______________ an amount in cash equal to 100% of the aggregate principal amount
      to be repurchased (as set forth below), plus interest (including Additional
      Interest, if any) accrued to, but excluding, the Fundamental Change Repurchase
      Date, as provided in the Indenture.

     

    Dated:

     

    _______________________

    _______________________

    Signature(s)

     

    Signature(s)
      must be guaranteed by an Eligible

    Guarantor
      Institution with membership in an 

    approved
      signature guarantee program pursuant

    to
      Rule 17Ad-15 under the Securities Exchange

    Act
      of
      1934.

     

    _______________________

    Signature
      Guaranteed

     

    Principal
      amount to be repurchased (at least

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

    in
      excess
      thereof): ___________________

     

    Remaining
      aggregate principal amount following such

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

    ______________

     

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

    


    
      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      2.3 Form
      of
      Certificate of Authentication.

     

    The
      Trustee’s certificate of authentication shall be in substantially the following
      form:

     

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

     

    Dated: _______________________________

    


    LASALLE
      BANK NATIONAL ASSOCIATION, 

    as
      Trustee

    


     

    By:______________________________ 

                           
      Authorized Signatory

     

    SECTION
      2.4 Form
      of
      Conversion Notice.

     

    CONVERSION
      NOTICE

     

    The
      undersigned Holder of this Security hereby irrevocably exercises the option
      to
      convert this Security, or any portion of the aggregate principal amount hereof
      (which is U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof,
      provided that the unconverted portion of such aggregate principal amount is
      U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof) below
      designated, into shares of Common Stock in accordance with the terms of the
      Indenture referred to in this Security, and directs that such shares, together
      with a check in payment for any fractional share and any Securities representing
      any unconverted aggregate principal amount hereof, be delivered to and be
      registered in the name of the undersigned unless a different name has been
      indicated below. If shares of Common Stock or Securities are to be registered
      in
      the name of a Person other than the undersigned, (a) the undersigned will
      pay all transfer taxes payable with respect thereto and (b) signature(s)
      must be guaranteed by an Eligible Guarantor Institution with membership in
      an
      approved signature guarantee program pursuant to Rule 17Ad-15 under the
      Securities Exchange Act of 1934. Any amount required to be paid by the
      undersigned on account of interest accompanies this Security.

     

    

      
        	
                Date:
                  ______________________________

              	
                ________________________________________

                Signature(s)

              


      

    

     

    If
      shares
      or Securities are to be registered in the

    name
      of a
      Person other than the Holder, please

    print
      such Person’s name and address:

    
      


      
        	
                ____________________________________

                (Name)

              
	
                ____________________________________   

              


      

      
        	
                ____________________________________   

              


         

      

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      
        	
                (Address)

              
	
                ____________________________________

                Social
                  Security or other Identification

                Number,
                  if any

              
	
                ____________________________________

                [Signature
                  Guaranteed]

              


      

    

     

    If
      only a
      portion of the Securities is to be converted, please indicate:

     

    1. Principal
      amount to be converted: U.S.$ ___________

     

    2. Principal
      amount and denomination of Securities representing
      unconverted aggregate principal amount to be issued:

     

    Amount:
      U.S.$___________  Denominations:
      U.S.$____________

     

    (U.S.$1,000
      or any integral multiple of U.S.$1,000 in excess thereof, provided that the
      unconverted portion of such aggregate principal amount is U.S.$1,000 or any
      integral multiple of U.S.$1,000 in excess thereof)

     

    SECTION
      2.5 Form
      of
      Assignment.

     

    For
      value
      received ________________ hereby sell(s), assign(s) and transfer(s) unto
      ________________ (Please insert social security or other identifying number
      of
      assignee) the within Security, and hereby irrevocably constitutes and appoints
      ____________________as attorney to transfer the said Security on the books
      of
      the Company, with full power of substitution in the premises.

     

    
      
        	
                Dated:
                  _______________________________

              	
                _______________________________________

                _______________________________________

                Signature(s)

                 

              
	 	
                Signature(s)
                  must be guaranteed by an Eligible Guarantor Institution with membership
                  in
                  an approved signature guarantee program pursuant to Rule 17Ad - 15
                  under the Securities Exchange Act of 1934.

                 

                _______________________________________

                Signature
                  Guaranteed

              


      

       

    

    
      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      III

    THE
      SECURITIES

     

    SECTION
      3.1 Title
      and
      Terms.

     

    The
      aggregate principal amount of Securities which may be authenticated and
      delivered under this Indenture is limited to U.S.$100,000,000 and shall be
      increased to the extent the Initial Purchaser exercises its option to purchase
      up to an additional U.S.$15,000,000 such that the total aggregate principal
      amount of Securities which may be authenticated and delivered under this
      Indenture shall not exceed U.S.$115,000,000 of Securities from the Company,
      except for Securities authenticated and delivered pursuant to Section 3.4,
      3.5, 3.6, 8.5, 12.2, 13.4 or 14.2(5) in exchange for, or in lieu of, other
      Securities previously authenticated and delivered under this
      Indenture.

     

    (1) The
      Securities shall be known and designated as the “3-5/8% Contingent Convertible
      Senior Notes due 2027” of the Company. The Stated Maturity with respect to the
      principal of the Securities shall be March 15, 2027 and they shall bear interest
      on their aggregate principal amount from March 14, 2007, payable semi-annually
      in arrears on March 15 and September 15 in each year, commencing September
      15,
      2007, at the rate of 3-5/8% per annum until the principal thereof is due and
      at
      the rate of 3-5/8% per annum on any overdue principal and, to the extent
      permitted by law, on any overdue interest; provided, however, that payments
      shall only be made on a Business Day as provided in
      Section 1.12.

     

    The
      principal of and interest (including Additional Interest, if any) on the
      Securities shall be payable as provided in the form of Securities set forth
      in
      Section 2.2, and the Repurchase Price, Fundamental Change Repurchase Price,
      and the Redemption Price shall be payable at such places in The City of New
      York
      or The City of Chicago, as are identified in the applicable notice given by
      the
      Company or the Trustee on its behalf pursuant to Section 11.5,
      Section 13.1 or Section 14.2, as appropriate (each location of any
      Paying Agent in The City of New York or The City of Chicago is being herein
      called a “Place of Payment”).

     

    The
      Registrable Securities are entitled to the benefits of the Registration Rights
      Agreement and in the form of Security set forth in Section 2.2. The
      Securities are entitled to the payment of Additional Interest as provided in
      the
      Registration Rights Agreement and in the form of Security set forth in
      Section 2.2. Whenever in this Indenture there is a reference, in any
      context, to the payment of interest on, or in respect of, any Security as of
      any
      time, such reference shall be deemed to include reference to Additional
      Interest, if any, payable in respect of such Security to the extent that such
      Additional Interest, if any, is, was or would be so payable at such time, and
      express mention of Additional Interest, if any, in any provision of this
      Indenture shall not be construed as excluding Additional Interest, if any,
      so
      payable in those provisions of this Indenture when such express mention is
      not
      made.

     

    The
      Securities shall be redeemable at the option of the Company at any time on
      or
      after March 20, 2009, in whole or in part, subject to the conditions and as
      otherwise provided in Article XI and in the form of Security set forth in
      Section 2.2.

    


    
      
        
          
          

        

        
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    The
      Securities shall be convertible as provided in Article XII (any city in
      which any Conversion Agent is located being herein called a “Place of
      Conversion”).

     

    The
      Securities shall be subject to repurchase at the option of the Holders on March
      15, 2009, June 15, 2009, September 15, 2009, December 15, 2009, March 15, 2010,
      March 15, 2012, March 15, 2017 and March 15, 2022 as provided in
      Article XIII. The Securities shall be subject to repurchase by the Company
      upon the occurrence of a Fundamental Change at the option of the Holders as
      provided in Article XIV.

     

    SECTION
      3.2 Denominations.

     

    The
      Securities shall be issuable only in registered form, without coupons, in
      denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess
      thereof.

     

    SECTION
      3.3 Execution,
      Authentication, Delivery and Dating.

     

    The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board, its Vice Chairman of the Board, its Chief Executive Officer, its
      President or one of its Vice Presidents. Any such signature may be manual or
      facsimile.

     

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

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities executed by the Company to the Trustee or
      to
      its order 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 make available for delivery
      such
      Securities as in this Indenture provided.

     

    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
      the
      Trustee by manual signature of an authorized signatory, and such certificate
      upon any Security shall be conclusive evidence, and the only evidence, that
      such
      Security has been duly authenticated and delivered hereunder.

     

    SECTION 3.4 Global
      Securities; Non-global Securities; Book-entry Provisions.

     

    (1) Global
      Securities

     

    (i) Each
      Global Security authenticated under this Indenture shall be registered in the
      name of the Depositary designated by the Company for such Global Security or
      a
      nominee

     

    
      
        
        

      

      
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     thereof
      and delivered to such Depositary or a nominee thereof or custodian therefor,
      and
      each such Global Security shall constitute a single Security for all purposes
      of
      this Indenture.

     

    (ii) Except
      for exchanges of Global Securities for definitive, Non-global Securities at
      the
      sole discretion of the Company, no Global Security may be exchanged in whole
      or
      in part for Securities registered, and no transfer of a Global Security in
      whole
      or in part may be registered, in the name of any Person other than the
      Depositary for such Global Security or a nominee thereof unless (A) such
      Depositary (i) has notified the Company that it is unwilling or unable to
      continue as Depositary for such Global Security or (ii) has ceased to be a
      clearing agency registered as such under the Exchange Act or announces an
      intention permanently to cease business or does in fact do so, and in either
      such event, a successor Depositary for such Global Security is not appointed
      by
      the Company within 90 days after the Company receives such notice or becomes
      aware of such ineligibility, or (B) there shall have occurred and be
      continuing an Event of Default with respect to such Global Security and the
      Depositary notifies the Trustee of its decision to exchange such Global Security
      for definitive Non-global Securities. In any such event, the Company will
      execute, and the Trustee, upon actual receipt by a Responsible Officer of an
      Officers’ Certificate directing the authentication and delivery of Securities
      and an Opinion of Counsel with respect thereto, will authenticate and deliver
      pursuant to such instructions, Securities, in any authorized denominations
      in an
      aggregate principal amount equal to the aggregate principal amount of such
      Global Security in exchange for such Global Security. 

     

    (iii) If
      any
      Global Security is to be exchanged for other Securities or canceled in whole,
      it
      shall be surrendered by or on behalf of the Depositary or its nominee to the
      Trustee, as Security Registrar, for exchange or cancellation, as provided in
      this Article III. If any Global Security is to be exchanged for other
      Securities or canceled in part, or if another Security is to be exchanged in
      whole or in part for a beneficial interest in any Global Security, in each
      case,
      as provided in Section 3.5, then either (A) such Global Security shall
      be so surrendered for exchange or cancellation, as provided in this
      Article III, or (B) the aggregate principal amount thereof shall be
      reduced or increased by an amount equal to the portion thereof to be so
      exchanged or canceled, or equal to the aggregate principal amount of such other
      Security to be so exchanged for a beneficial interest therein, as the case
      may
      be, by means of an appropriate adjustment made on the records of the Trustee,
      as
      Security Registrar, whereupon the Trustee, in accordance with the Applicable
      Procedures, shall instruct the Depositary or its authorized representative
      to
      make a corresponding adjustment to its records. Upon any such surrender or
      adjustment of a Global Security, the Trustee shall, subject to
      Section 3.5(3) and as otherwise provided in this Article III,
      authenticate and deliver any Securities issuable in exchange for such Global
      Security (or any portion thereof) to or upon the order of, and registered in
      such names as may be directed by, the Depositary or its authorized
      representative. Upon the request of the Trustee in connection with the
      occurrence of any of the events specified in the preceding paragraph, the
      Company shall promptly make available to the Trustee a reasonable supply of
      Securities that are not in the form of Global Securities. The Trustee shall
      be
      entitled to rely upon any order, direction or request of the Depositary or
      its
      authorized representative which is given or made pursuant to this
      Article III and the Trustee may request an Officers’ Certificate directing
      the authentication and delivery of the Securities and an Opinion of Counsel
      related thereto. 

     

    
      
        
        

      

      
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    (iv)  Every
      Security authenticated and delivered upon registration of transfer of, or in
      exchange for or in lieu of, a Global Security or any portion thereof, whether
      pursuant to this Article III or otherwise, shall be authenticated and
      delivered in the form of, and shall be, a registered Global Security, unless
      such Security is registered in the name of a Person other than the Depositary
      for such Global Security or a nominee thereof, in which case such Security
      shall
      be authenticated and delivered in definitive, fully registered form, without
      interest coupons. 

     

    (v)  The
      Depositary or its nominee, as registered owner of a Global Security, shall
      be
      the Holder of such Global Security for all purposes under the Indenture and
      the
      Securities, and owners of beneficial interests in a Global Security shall hold
      such interests pursuant to the Applicable Procedures. Accordingly, any such
      owner’s beneficial interest in a Global Security will be shown only on, and the
      transfer of such interest shall be effected only through, records maintained
      by
      the Depositary or its nominee or its Agent Members and such owners of beneficial
      interests in a Global Security will not be considered the owners or holders
      thereof. 

     

    (2) Non-global
      Securities. Securities issued upon the events described in
      Section 3.4(l)(ii) shall be in definitive, fully registered form and
      without interest coupons, and shall bear the Restricted Securities Legend if
      and
      as required by this Indenture.

     

    SECTION
      3.5 Registration;
      Registration of Transfer and Exchange;
      Restrictions on Transfer.

     

    (1) The
      Company shall cause to be kept at the Corporate Trust Office of the Trustee
      a
      register (the register maintained in such office referred to as the “Security
      Register”) in which, subject to such reasonable regulations as it may prescribe,
      the Company shall provide for the registration of Securities and of transfers
      of
      Securities. The Trustee is hereby appointed “Security Registrar” for the purpose
      of registering Securities and transfers and exchanges of Securities as herein
      provided.

     

    Subject
      to the other provisions of this Section 3.5, upon surrender for
      registration of transfer of any Security at an office or agency of the Company
      designated pursuant to Section 10.2 for such purpose, the Company shall
      execute, and the Trustee shall authenticate and deliver, in the name of the
      designated transferee or transferees, one or more new Securities of any
      authorized denominations and of a like aggregate principal amount and bearing
      such restrictive legends as may be required by this Indenture.

     

    At
      the
      option of the Holder, and subject to the other provisions of this
      Section 3.5, Securities may be exchanged for other Securities of any
      authorized denomination and of a like aggregate principal amount, upon surrender
      of the Securities to be exchanged at any such office or agency. Whenever any
      Securities are so surrendered for exchange, and subject to the other provisions
      of this Section 3.5, the Company shall execute, and the Trustee shall
      authenticate and deliver, the Securities that the Holder making the exchange
      is
      entitled to receive. Every Security presented or surrendered for registration
      of
      transfer or for exchange shall (if so required by the Company or the Security
      Registrar) be duly endorsed, or be accompanied by a written instrument of
      transfer in form satisfactory to the Company, the Trustee and the Security
      Registrar, duly executed by the Holder thereof or his attorney duly authorized
      in writing.

     

    
      
        
        

      

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

     

    No
      service charge shall be made to a Holder for any registration of transfer or
      exchange of Securities except as provided in Section 3.6, but the Company
      may require payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in connection with any registration of transfer
      or
      exchange of Securities, other than exchanges pursuant to Section 3.4, 8.5,
      12.2, 13.4 or 14.2 not involving any transfer.

     

    In
      the
      event of a redemption of the Securities, neither the Company nor the Securities
      Registrar will be required (a) to register the transfer of or exchange
      Securities for a period of 15 days immediately preceding the date notice is
      given identifying the serial numbers of the Securities called for such
      redemption or (b) to register the transfer of or exchange any Security, or
      portion thereof, called for redemption, except for the unredeemed portion of
      any
      Securities being redeemed in part.

     

    (2) Certain
      Transfers and Exchanges.
      Notwithstanding any other provision of this Indenture or the Securities,
      transfers and exchanges of Securities and beneficial interests in a Global
      Security of the kinds specified in this Section 3.5(2) shall be made only
      in accordance with this Section 3.5(2).

     

    (i) Restricted
      Global Security to Restricted Non-global Security.
      In the
      event that Non-global Securities are to be issued pursuant to
      Section 3.4(1)(ii) in connection with any transfer of Securities, such
      transfer may be effected only in accordance with the provisions of this Clause
      (2)(i) and subject to the Applicable Procedures. Upon actual receipt by a
      Responsible Officer of the Trustee, as Security Registrar, of (A) a Company
      Order from the Company directing the Trustee, as Security Registrar, to
      (x) authenticate and deliver pursuant to such Order one or more Securities
      of the same aggregate principal amount as the beneficial interest in the
      Restricted Global Security to be transferred, such instructions to contain
      the
      name or names of the designated transferee or transferees, the authorized
      denomination or denominations of the Securities to be so issued and appropriate
      delivery instructions and (y) decrease the beneficial interest of a
      specified Agent Member’s account in a Restricted Global Security by a specified
      aggregate principal amount not greater than the aggregate principal amount
      of
      such Restricted Global Security, and (B) such other certifications, legal
      opinions or other information as the Company or the Trustee may require for
      any
      reason, including to confirm that such transfer is being made pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act and/or that the transfer is being made
      pursuant to the terms of this Indenture, then the Trustee, as Security
      Registrar, shall decrease the aggregate principal amount of the Restricted
      Global Security by the specified amount and authenticate and deliver Securities
      in accordance with such instructions from the Company as provided in
      Section 3.4(1)(iii).

     

    (ii) Restricted
      Non-global Security to Restricted Global Security.
      If the
      Holder of a Restricted Security (other than a Global Security) wishes at any
      time to transfer all or any portion of such Restricted Security to a Person
      who
      wishes to take delivery thereof in the form of a beneficial interest in the
      Restricted Global Security, such transfer may be effected only in 

    


    
      
        
          
          

        

        
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    accordance
      with the provisions of this Clause (2)(ii) and subject to the Applicable
      Procedures. Upon actual receipt by a Responsible Officer of the Trustee, as
      Security Registrar, of (A) such Restricted Security as provided in
      Section 3.5(1) and instructions from the Company directing that a
      beneficial interest in the Restricted Global Security in a specified aggregate
      principal amount not greater than the aggregate principal amount of such
      Security be credited to a specified Agent Member’s account, and (B) a Restricted
      Securities Certificate, satisfactory to the Trustee, and duly executed by such
      Holder or its attorney duly authorized in writing, then the Trustee, as Security
      Registrar, shall cancel such Restricted Security (and issue a new Restricted
      Security in respect of any untransferred portion thereof) as provided in
      Section 3.5(1) and increase the aggregate principal amount of the
      Restricted Global Security by the specified aggregate principal amount as
      provided in Section 3.4(1)(iii). 

     

    (iii)  Exchanges
      Between Global Security and Non-global Security.
      A
      beneficial interest in a Global Security may be exchanged for a Security that
      is
      not a Global Security only as provided in Section 3.4 or only if such
      exchange occurs in connection with a transfer effected in accordance with Clause
      2(i) above, provided that, if such interest is a beneficial interest in the
      Restricted Global Security, then such interest shall be exchanged for a
      Restricted Security (subject in each case to Section 3.5(3)). A Security
      that is not a Global Security may be exchanged for a beneficial interest in
      a
      Global Security only if such exchange occurs in connection with a transfer
      effected in accordance with Clause (2)(ii) above.

     

    (3) Securities
      Act Legends.
      All
      Securities originally issued pursuant to this Indenture, and all Successor
      Securities, shall bear the Restricted Securities Legend, subject to the
      following:

     

    (i) subject
      to the following Clauses of this Section 3.5(3), a Security or any portion
      thereof which is exchanged, upon transfer or otherwise, for a Global Security
      or
      any portion thereof shall bear the Restricted Securities Legend borne by such
      Global Security for which the Security was exchanged; 

     

    (ii) subject
      to the following Clauses of this Section 3.5(3), a new Security that is not
      a Global Security and is issued in exchange for another Security (including
      a
      Global Security) or any portion thereof, upon transfer or otherwise, shall
      bear
      the Restricted Securities Legend borne by the Security for which the new
      Security was exchanged;

     

    (iii)  any
      Securities that are sold or otherwise disposed of pursuant to an effective
      registration statement under the Securities Act (including the Shelf
      Registration Statement), together with their successor Securities, shall not
      bear a Restricted Securities Legend; the Company shall inform the Trustee in
      writing of the effective date of any such registration statement registering
      the
      Securities under the Securities Act, shall notify the Trustee in writing at
      any
      time when prospectuses must be delivered with respect to Securities to be sold
      pursuant to such registration statement and, if a Global Security without the
      Restricted Securities Legend is not then Outstanding, the Company shall execute
      and, upon receipt of a Company Order as provided in Section 3.3, the
      Trustee shall authenticate a Global Security without the Restricted Securities
      Legend and make the same available for delivery to the Depositary or its
      custodian; provided, however, neither the Trustee nor any of its agents shall
      be
      liable, and the Company shall indemnify the Trustee and each such agent, for
      any

    


    
      
        
          
          

        

        
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    action
      taken or omitted to be taken by it in good faith in accordance with the
      aforementioned registration statement; 

     

    (iv) at
      any
      time after the Securities may be freely transferred without registration under
      the Securities Act or without being subject to transfer restrictions pursuant
      to
      the Securities Act, a new Security that does not bear a Restricted Securities
      Legend may be issued in exchange for or in lieu of a Security (other than a
      Global Security) or any portion thereof that bears such a legend if a
      Responsible Officer of the Trustee has actually received an Unrestricted
      Securities Certificate, satisfactory to the Trustee and duly executed by, or
      on
      behalf of, the Holder of such Security bearing a Restricted Securities Legend
      or
      his attorney duly authorized in writing, and after such date and receipt of
      such
      certificate, the Trustee shall at the direction of the Company in a Company
      Order authenticate and deliver such new Security in exchange for or in lieu
      of
      such other Security as provided in this Article III; 

     

    (v) a
      new
      Security that does not bear a Restricted Securities Legend may be issued in
      exchange for or in lieu of a Security or any portion thereof that bears such
      a
      legend if, in the Company’s judgment, placing such a legend upon such new
      Security is not necessary to ensure compliance with the registration
      requirements of the Securities Act, and the Trustee, at the direction of the
      Company in a Company Order to such effect, shall authenticate and deliver such
      a
      new Security as provided in this Article III; and 

     

    (vi)  notwithstanding
      the foregoing provisions of this Section 3.5(3), a successor Security of a
      Security that does not bear a Restricted Securities Legend shall not bear such
      legend unless the Company has reasonable cause to believe that such successor
      Security is a “restricted security” within the meaning of Rule 144, in
      which case the Trustee, at the direction of the Company in a Company Order
      to
      such effect, shall authenticate and deliver a new Security bearing a Restricted
      Securities Legend in exchange for such Successor Security as provided in this
      Article III. 

     

    (4) Any
      stock
      certificate representing shares of Common Stock issued upon conversion of the
      Securities shall bear the Restricted Securities Legend borne by such Securities,
      to the extent required by this Indenture, unless such shares of Common Stock
      have been sold pursuant to a registration statement that has been declared
      effective under the Securities Act (including the Shelf Registration Statement)
      (and that continues to be effective at the time of such transfer) or sold
      pursuant to Rule 144(k) of the Securities Act, or unless otherwise agreed
      by the Company in writing with written notice thereof to the transfer agent
      for
      the Common Stock. With respect to the transfer of shares of Common Stock issued
      upon conversion of the Securities that are restricted hereunder, any deliveries
      of certificates, legal opinions or other instruments that would be required
      to
      be made to the Security Registrar in the case of a transfer of Securities,
      as
      described above, shall instead be made to the transfer agent for the Common
      Stock.

     

    (5) Neither
      the Trustee, the Paying Agent, the Security Registrar, the Conversion Agent
      or
      any other Agent nor any of their respective agents shall (i) have any duty
      to monitor compliance with or with respect to any federal or state or other
      securities or tax laws or (ii) have any duty to obtain documentation on any
      transfers or exchanges other than as specifically and expressly required
      hereunder.

     

    
      
        
          
          

        

        
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    SECTION
      3.6 Mutilated,
      Destroyed, Lost or Stolen Securities.

     

    If
      any
      mutilated Security is surrendered to the Trustee (together with such security
      or
      indemnity as may be satisfactory to the Company and the Trustee to fully protect
      each of them and any Agent or other agent of either of them or any Agent, from
      any loss, damage, liability, cost or expense which any of them may suffer or
      incur if the Security is replaced), the Company shall execute and, upon actual
      receipt by a Responsible Officer of the Trustee of a Company Request to such
      effect, the Trustee shall authenticate and deliver in exchange therefor a new
      Security of like tenor and aggregate principal amount and bearing a number
      not
      contemporaneously outstanding.

     

    If
      there
      be delivered to the Company and to the Trustee:

     

    (1) evidence
      to their satisfaction of the destruction, loss or theft of any Security,
      and

     

    (2) such
      security, indemnity bond or other indemnity as may be satisfactory to the
      Company and the Trustee to fully protect and hold harmless each of them and
      any
      Agent or other agent of either of them or any Agent from any loss, damage,
      liability, cost or expense which any of them may suffer or incur, if the
      Security is replaced, 

     

    then,
      in
      the absence of actual notice to the Company or the Trustee that such Security
      has been acquired by a protected purchaser, the Company shall execute and,
      upon
      actual receipt by a Responsible Officer of the Trustee of a Company Request
      to
      such effect, the Trustee shall authenticate and deliver, in lieu of any such
      destroyed, lost or stolen Security, a new Security of like tenor and aggregate
      principal amount and bearing a number not contemporaneously Outstanding. If,
      after the delivery of such new Security, a protected holder of the original
      Security in lieu of which such new Security was issued presents for payment
      or
      registration or transfer such original Security, the Trustee shall be entitled
      to recover such new Security from the party to whom it was delivered or any
      party taking therefrom, except a protected purchaser, and shall be entitled
      to
      recover upon the security or indemnity provided therefor to the extent of any
      loss, damage, liability, cost or expense incurred by the Company, the Trustee
      or
      any Agent in connection therewith.

     

    In
      case
      any Security which has become, or is about to become, due and payable is
      submitted for repurchase or the repayment pursuant to Article XI,
      Article XIII or Article XIV, respectively, or is about to be converted
      into Common Stock pursuant to Article XII shall become mutilated,
      destroyed, lost or stolen, the Company in its discretion, but subject to any
      conversion rights, may, instead of issuing a new Security, pay or authorize
      the
      payment of or convert or authorize the conversion of such Security (without
      surrender thereof, except in the case of a mutilated Security), upon
      satisfaction of the conditions set forth in the preceding
      paragraph.

     

    Upon
      the
      issuance of any new Security under this Section 3.6, 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 (other than any stamp and other
      duties, if any, which may be imposed in connection therewith by the United
      States or any political subdivision thereof or therein, which shall be paid
      by
      the Company) and any other expenses (including the fees and expenses of the
      Trustee) connected therewith.

     

    
      
        
        

      

      
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    Every
      new
      Security issued pursuant to this Section 3.6 in lieu of any mutilated,
      destroyed, lost or stolen Security shall constitute an original additional
      contractual obligation of the Company, whether or not the mutilated, destroyed,
      lost or stolen Security shall be at any time enforceable by anyone, and such
      new
      Security shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Securities duly issued, authenticated
      and
      delivered hereunder.

     

    The
      provisions of this Section 3.6 are exclusive and shall preclude (to the
      extent lawful) all other rights and remedies of any Holder with respect to
      the
      replacement or payment of mutilated, destroyed, lost or stolen
      Securities.

     

    SECTION
      3.7 Payment
      of Interest; Interest Rights Preserved.

     

    Subject
      to the last paragraph of this Section, interest (including Additional Interest,
      if any) on any Security that is payable, and is punctually paid or duly provided
      for, on any Interest Payment Date shall be paid to the Person in whose name
      that
      Security (or one or more Predecessor Securities) is registered at the close
      of
      business on the Regular Record Date for such interest.

     

    Any
      interest (including Additional Interest, if any) on any Security that is
      payable, but is not punctually paid or duly provided for, on any Interest
      Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
      payable to the Holder on the relevant Regular Record Date by virtue of having
      been such Holder, and such Defaulted Interest may be paid by the Company, at
      its
      election in each case, as provided in Clause (1) or (2) below:

     

    (1) The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities (or their respective Predecessor Securities) are
      registered at the close of business on a “Special Record Date” for the payment
      of such Defaulted Interest, which shall be fixed in the following manner. The
      Company shall promptly notify the Trustee in writing of the amount of Defaulted
      Interest proposed to be paid on each Security, the date of the proposed payment
      and the Special Record Date, and at the same time the Company shall deposit
      with
      the Trustee an amount of money equal to the aggregate amount proposed to be
      paid
      in respect of such Defaulted Interest or shall make arrangements satisfactory
      to
      the Trustee for such deposit prior to the date of the proposed payment, such
      money when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this Clause provided. The Special Record Date
      for the payment of such Defaulted Interest shall be not more than 15 days and
      not less than 10 days prior to the date of the proposed payment and not less
      than 10 days after the actual receipt by a Responsible Officer of the Trustee
      of
      the notice of the proposed payment. The Trustee, in the name and at the expense
      of the Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor to be mailed, first-class postage
      prepaid, to each Holder at such Holder’s address as it appears in the Security
      Register, not less than 10 days prior to such Special Record Date. Notice of
      the
      proposed payment of such Defaulted Interest and the Special Record Date therefor
      having been so mailed, such Defaulted Interest shall be paid to the Persons
      in
      whose names the Securities (or their respective Predecessor Securities) are
      registered at the close of business on such Special Record Date and shall no
      longer be payable pursuant to the following Clause (2).

    


    
      
        
          
          

        

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

     

    Subject
      to the provisions of this Section 3.7 and Section 3.5, each Security
      delivered under this Indenture upon registration of transfer of or in exchange
      for or in lieu of any other Security shall carry the rights to interest accrued
      and unpaid, and to accrue, which were carried by such other
      Security.

     

    Interest
      on any Security that is converted in accordance with Section 12.2 during a
      Record Date Period shall be payable in accordance with the provisions of
      Section 12.2.

     

    SECTION
      3.8 Persons
      Deemed Owners.

     

    Prior
      to
      due presentment of a Security for registration of transfer, the Company, the
      Trustee, the Securities Registrar, any Paying Agent or Conversion Agent and
      any
      other Agent, and any agent of the Company, the Trustee, the Securities
      Registrar, any Paying Agent or Conversion Agent or any other Agent may treat
      the
      Person in whose name such Security is registered as the owner of such Security
      for the purpose of receiving payment of principal of and (subject to
      Section 3.7) interest (including Additional Interest, if any) on such
      Security and for all other purposes whatsoever, whether or not such Security
      be
      overdue, and none of the Company, the Trustee, the Securities Registrar, any
      Paying Agent or Conversion Agent nor any other Agent nor any agent of the
      Company, the Trustee, the Securities Registrar, any Paying Agent or Conversion
      Agent or any other Agent, shall be affected by notice to the contrary. No holder
      of any beneficial interest in any Global Security held on its behalf by a
      Depositary (including through its nominee) shall have any rights under this
      Indenture with respect to such Global Security, and such Depositary (including
      through its nominee) may be treated by the Company, the Trustee and each Agent
      and any agent of the Company or the Trustee or any Agent, as the owner of such
      Global Security for all purposes whatsoever. None of the Company, the Trustee
      or
      any Agent or any agent of the Company or the Trustee or any Agent of the Trustee
      will have any responsibility or liability for any aspect of the records relating
      to or payments made on account of beneficial ownership interests of a Global
      Security or for maintaining, supervising or reviewing any records relating
      to
      such beneficial ownership interests.

     

    SECTION
      3.9 Cancellation.

     

    All
      Securities surrendered for payment, redemption, repurchase, registration of
      transfer or exchange or conversion shall, if surrendered to any Person other
      than the Trustee, be delivered to the Trustee. All Securities so delivered
      to
      the Trustee shall be canceled promptly by the Trustee. The Company may at any
      time deliver to the Trustee for cancellation any Security which the Company
      may
      have acquired in any manner. No Securities shall be authenticated in lieu of
      or
      in exchange for any Securities canceled as provided in this Section 3.9.
      The Trustee shall dispose of all canceled

     

    
      
        
        

      

      
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    Securities
      held by the Trustee in accordance with applicable law and its customary
      practices in effect from time to time. Upon written request of the Company
      actually received by a Responsible Officer of the Trustee, the Trustee shall
      deliver certification of the disposal of all cancelled Securities to the
      Company.

     

    SECTION
      3.10 Computation
      of Interest.

     

    Interest
      on the Securities (including Additional Interest, if any) shall be computed
      on
      the basis of a 360-day year of twelve 30-day months.

     

    SECTION
      3.11 CUSIP
      Numbers.

     

    The
      Company in issuing Securities may use CUSIP numbers (if then generally in use)
      in addition to serial numbers; if so, the Trustee shall use such CUSIP numbers
      in addition to serial numbers in notices of redemption or repurchase as a
      convenience to Holders; provided that any such notice may state that no
      representation is made as to the correctness of such CUSIP numbers either as
      printed on the Securities or as contained in any notice of a redemption or
      repurchase and that reliance may be placed only on the serial or other
      identification numbers printed on the Securities, and any such redemption or
      repurchase shall not be affected by any defect in or omission of such CUSIP
      numbers.

     

    ARTICLE
      IV

    SATISFACTION
      AND DISCHARGE

     

    SECTION
      4.1 Satisfaction
      and Discharge of Indenture.

     

    This
      Indenture shall, upon a Company Request, cease to be of further effect (except
      as to any surviving rights of conversion, or registration of transfer or
      exchange, or replacement of Securities herein expressly provided for and as
      further provided in the last paragraph of this Section 4.1), and the
      Trustee, at the expense of the Company, shall execute proper instruments in
      form
      and substance satisfactory to the Trustee acknowledging satisfaction and
      discharge of this Indenture, when 

     

    (1) either

     

    (i) all
      Securities theretofore authenticated and delivered pursuant to this Indenture
      (other than (A) Securities which have been destroyed, lost or stolen and
      that have been replaced or paid as provided in Section 3.6 and
      (B) Securities for whose payment money has theretofore been deposited in
      trust or segregated and held in trust by the Company and thereafter repaid
      to
      the Company or discharged from such trust, as provided in Section 10.3)
      have been delivered to the Trustee for cancellation; or

     

    (ii) all
      such
      Securities not theretofore cancelled or delivered to the Trustee or its agent
      for cancellation (other than Securities referred to in clauses (A) and (B)
      of
      clause (1)(i) above) 

     

    (i) have
      become due and payable, or

     

    
      
        
        

      

      
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    (ii) will
      have
      become due and payable at their Stated Maturity within one year, or

     

    (iii) are
      to be
      called for redemption within one year under arrangements reasonably satisfactory
      to the Trustee for the giving of notice of redemption by the Trustee in the
      name, and at the expense, of the Company,

     

    and
      the
      Company, in the case of clause (A), (B) or (C) above, has irrevocably deposited
      or caused to be deposited with the Trustee in trust, funds (immediately
      available to the Holders in the case of clause (a)) in cash sufficient to pay
      and discharge the entire indebtedness on such Securities not theretofore
      delivered to the Trustee for cancellation, for principal and interest to the
      date of such deposit (in the case of Securities which have become due and
      payable) or to the Stated Maturity or Redemption Date, as the case may be;
      

     

    (2) the
      Company has paid or caused to be paid all other sums payable hereunder by the
      Company; and

     

    (3) the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that all conditions precedent herein provided for relating
      to the satisfaction and discharge of this Indenture have been complied
      with.

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, (x) the obligations of
      the Company to the Trustee under Section 6.7, the obligations of the
      Company to any Authenticating Agent under Section 6.12, the obligation of
      the Company to pay Additional Interest as provided in the Registration Right
      Agreement and in the form of Securities set forth in Section 2.2, any
      obligation of the Company existing under Section 14.1 at the time of such
      satisfaction and discharge, and the right of the Trustee to resign under
      Section 6.9 shall survive and (y) if money shall have been deposited
      with the Trustee pursuant to clause (1)(ii) of this Section 4.1, the
      obligations of the Trustee under Section 4.2 and the last paragraph of
      Section 10.3, the obligations of the Company under Section 15.1, and
      the obligations of the Company and the Trustee under Section 3.5 and
      Article XII shall survive.

     

    SECTION
      4.2 Application
      of Trust Money.

     

    All
      money
      deposited with the Trustee pursuant to Section 4.1 shall be held in trust
      for the sole benefit of the Holders, and such money shall be applied by the
      Trustee, in accordance with the provisions of the Securities and this Indenture,
      to the payment, either directly or through any Paying Agent, to the Persons
      entitled thereto, of the principal and interest for whose payment such money
      has
      been deposited with the Trustee.

     

    All
      money
      deposited with the Trustee pursuant to Section 4.1 (and held by it or any
      Paying Agent) for the payment of Securities subsequently converted shall be
      returned to the Company upon Company Request.

     

    
      
        
        

      

      
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    The
      Company shall pay and indemnify the Trustee and each Agent against any tax,
      fee
      or other charge imposed or assessed against all money deposited with the Trustee
      pursuant to Section 4.1.

     

    ARTICLE
      V

    REMEDIES

     

    SECTION
      5.1 Events
      of
      Default.

     

    “Event
      of
      Default”, wherever used herein, means any one of the following events (whatever
      the reason for such Event of Default and whether it shall be voluntary or
      involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body):

     

    (1) default
      in the payment of principal of any Securities, when such principal becomes
      due
      and payable, at Stated Maturity, upon acceleration, upon redemption or otherwise
      (including the failure to make cash payments due upon conversion or make a
      payment to repurchase Securities tendered in connection with a Fundamental
      Change or on a Repurchase Date), whether or not such failure shall be due to
      compliance with agreements with respect to any other indebtedness; or


     

    (2) default
      in the payment of any interest (including Additional Interest, if any) upon
      any
      Security when it becomes due and payable, and continuance of such default for
      a
      period of 30 days, whether or not such failure shall be due to compliance with
      agreements with respect to any other indebtedness; or

     

    (3) failure
      by the Company to comply with its obligation convert any Securities into cash
      and, if applicable, shares of Common Stock in accordance with Article XII
      hereto, and continuance of such failure for a period of 10 days;

     

    (4) failure
      by the Company to give a Fundamental Change Company Notice in accordance with
      Section 14.2; or 

     

    (5) default
      in the performance, or breach, of any covenant of the Company in this Indenture
      (other than a covenant, a default in the performance or breach of which is
      specifically dealt with elsewhere in this Section), and continuance of such
      default or breach for a period of 60 days after there has been given written
      notice, sent by registered or certified mail, to the Company by the Trustee
      or
      to the Company and the Trustee by the Holders of at least 25% in aggregate
      principal amount of the Outstanding Securities specifying such default or breach
      and requiring it to be remedied and stating that such notice is a “Notice of
      Default” hereunder; or

     

    (6) any
      indebtedness under any bonds, debentures, notes or other evidences of
      indebtedness for money borrowed (or guarantee thereof) by the Company or any
      Significant Subsidiary with an aggregate principal amount in excess of
      U.S.$10,000,000, whether such indebtedness now exists or shall hereafter be
      created, is not paid when due (either at its stated maturity or upon
      acceleration thereof), and such indebtedness is not discharged, or such
      acceleration

     

    
      
        
        

      

      
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    is
      not
      rescinded or annulled, within a period of 30 days after there has been given
      written notice, sent by registered or certified mail, to the Company by the
      Trustee or to the Company and the Trustee by the Holders of at least 25% in
      aggregate principal amount of the Outstanding Securities specifying such default
      and requiring the Company to cause such indebtedness to be discharged or cause
      such default to be cured or waived or such acceleration to be rescinded or
      annulled and stating that such notice is a “Notice of Default” hereunder;
      or

     

    (7) the
      entry
      by a court having jurisdiction in the premises of (A) a decree or order for
      relief in respect of the Company or any Significant Subsidiary in an involuntary
      case or proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or (B) a decree or order adjudging the
      Company or any Significant Subsidiary a bankrupt or insolvent, or approving
      as
      properly filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Company or any Significant Subsidiary under
      any applicable Federal or State law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or any Significant Subsidiary or of any substantial part of the property
      of either, or ordering the winding up or liquidation of its affairs, and the
      continuance of any such decree or order for relief or any such other decree
      or
      order unstayed and in effect for a period of 60 consecutive days;
      or

     

    (8) the
      commencement by the Company or any Significant Subsidiary of a voluntary case
      or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or of any other case or proceeding to be
      adjudicated a bankrupt or insolvent, or the consent by either to the entry
      of a
      decree or order for relief in respect of the Company or any Significant
      Subsidiary in an involuntary case or proceeding under any applicable Federal
      or
      State bankruptcy, insolvency, reorganization or other similar law or to the
      commencement of any bankruptcy or insolvency case or proceeding against either,
      or the filing by either of a petition or answer or consent seeking
      reorganization or similar relief under any applicable Federal or State law,
      or
      the consent by either to the filing of such petition or to the appointment
      of or
      taking possession by a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or other similar official of the Company or any Significant
      Subsidiary or of any substantial part of the property of either, or the making
      by either of an assignment for the benefit of creditors, or the admission by
      either in writing of its inability to pay its debts generally as they become
      due, or the taking of corporate action by the Company or any Significant
      Subsidiary in furtherance of any such action.

     

    SECTION
      5.2 Acceleration
      of Maturity; Rescission and Annulment.

     

    If
      an
      Event of Default (other than an Event of Default specified in
      Section 5.1(7) or 5.1(8) with respect to the Company) occurs and is
      continuing, then in every such case the Trustee or the Holders of not less
      than
      25% in aggregate principal amount of the Outstanding Securities may declare
      the
      principal of and accrued and unpaid interest (including Additional Interest,
      if
      any) on all the Securities to be due and payable immediately, by a notice in
      writing to the Company (and to the Trustee if given by the Holders), and upon
      any such declaration such principal and accrued and unpaid interest (including
      Additional Interest, if any) thereon shall become immediately due and payable.
      If an Event of Default specified in Section 5.1(7) or 5.1(8) with respect
      to the Company

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

       

    

    occurs,
      the principal of, including and accrued and unpaid interest (including
      Additional Interest, if any) on, all the Securities shall ipso facto become
      immediately due and payable without any declaration or other Act of the Holders
      or any act on the part of the Trustee.

     

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

     

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

     

    (i) all
      overdue interest on all Securities,

     

    (ii) the
      principal on any Securities that have become due otherwise than by such
      declaration of acceleration and any interest (including Additional Interest,
      if
      any) thereon at the rate borne by the Securities,

     

    (iii) to
      the
      extent permitted by applicable law, interest upon overdue interest at a rate
      of
      3-5/8% per annum, and

     

    (iv) all
      sums
      paid or advanced by the Trustee or any Agent hereunder and the reasonable
      compensation, expenses, disbursements and advances of each of the Trustee and
      such Agents and their respective agents and counsel;

     

    (2) all
      Events of Default, other than the nonpayment of the principal of and interest
      (including Additional Interest, if any) on, Securities which have become due
      solely by such declaration of acceleration, have been cured or waived as
      provided in Section 5.13; and

     

    (3) such
      rescission and annulment would not conflict with any judgment or decree issued
      in appropriate judicial proceedings regarding the payment by the Trustee to
      the
      Holders of the amounts referred to in 5.2(1). 

     

    No
      rescission or annulment referred to above shall affect any subsequent default
      or
      impair any right consequent thereon.

     

    SECTION
      5.3 Collection
      of Indebtedness and Suits for Enforcement by Trustee.

     

    The
      Company covenants that if:

     

    (1) default
      is made in the payment of any interest (including Additional Interest, if any)
      on any Security when it becomes due and payable and such default continues
      for a
      period of 30 days, or

     

    (2) default
      is made in the payment of the principal on any Security at the Maturity thereof,
      

     

    
      
        
        

      

      
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    the
      Company will, upon written demand of the Trustee, pay to the Trustee, for the
      benefit of the Holders of such Securities the whole amount then due and payable
      on such Securities for principal and interest (including Additional Interest,
      if
      any) on any overdue principal and, to the extent permitted by applicable law,
      on
      any overdue interest (including Additional Interest, if any), at a rate of
      3-5/8% per annum, and in addition thereto, such further amount as shall be
      sufficient to cover the reasonable 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 or any other obligor upon the Securities and collect the moneys adjudged
      or decreed to be payable in the manner provided by law out of the property
      of
      the Company or any other obligor upon the Securities, wherever
      situated.

     

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

     

    SECTION
      5.4 Trustee
      May File Proofs of Claim.

     

    In
      case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to the Company or any other obligor upon the Securities
      or
      the property of the Company or of such other obligor or the creditors of either,
      the Trustee (irrespective of whether the principal of, and any interest on,
      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) shall be
      entitled and empowered, by intervention in such proceeding or
      otherwise,

     

    (1) to
      file a
      proof of claim for the whole amount of principal and interest (including
      Additional Interest, if any) owing and unpaid in respect of the Securities
      and
      take such other actions, including participating as a member, voting or
      otherwise, of any official committee of creditors appointed in such matter,
      and
      to file such other papers or documents, in each of the foregoing cases, as
      may
      be necessary or advisable, and to take any and all actions authorized under
      the
      Trust Indenture Act, 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 money 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
      proceeding is hereby authorized by each Holder of Securities to make such
      payments to the Trustee and, in the event that the Trustee shall

     

    
      
        
        

      

      
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    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 6.7.

     

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

     

    SECTION
      5.5 Trustee
      May Enforce Claims Without Possession of Securities.

     

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

     

    SECTION
      5.6 Application
      of Money Collected.

     

    Any
      money
      or other property collected or to be applied by the Trustee pursuant to this
      Article V 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 or other
      property on account of principal or interest, upon presentation of the
      Securities and the notation thereon of the payment if only partially paid and
      upon surrender thereof if fully paid:

     

    FIRST:
       To
      the
      payment of all amounts due the Trustee under Section 6.7;

     

    SECOND: To
      the
      payment of the amounts then due and unpaid for principal of or accrued and
      unpaid interest (including Additional Interest, if any) on, the Securities
      in
      respect of which or for the benefit of which such money has been collected,
      ratably, without preference or priority of any kind, according to the amounts
      due and payable on such Securities for principal, and accrued and unpaid
      interest (including Additional Interest, if any), respectively;

     

    THIRD: To
      such
      other Person or Persons, if any, to the extent entitled thereto;
      and

     

    FOURTH: Any
      remaining amounts shall be repaid to the Company.

     

    The
      Trustee shall notify the Company in writing of the payment date or dates fixed
      by the Trustee pursuant to this Section.

     

    
      
        
        

      

      
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    SECTION
      5.7 Limitation
      on Suits.

     

    Subject
      to Section 5.8 below, no Holder of any Security shall have any right to
      institute any proceeding, judicial or otherwise, with respect to this Indenture,
      or for the appointment of a receiver or trustee, or for any other remedy
      hereunder, unless:

     

    (1) such
      Holder has previously given written notice to the Trustee of an Event of Default
      and such Event of Default is continuing at the time of such
      institution;

     

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

     

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

     

    (4) the
      Trustee for 60 days after its actual receipt by a Responsible Officer of such
      notice under Section 5.7(1), request under 5.7(2) and offer of security or
      indemnity (or if requested, actual receipt of security or indemnity) under
      Section 5.7(3) has failed to institute any such proceeding; and

     

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

     

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

     

    SECTION
      5.8 Unconditional
      Right of Holders to Receive Principal and Interest 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 Additional Interest, if any) on such Security on
      the
      respective Stated Maturities expressed in such Security (or, in the case of
      redemption or repurchase, on the Redemption Date, Repurchase Date or Fundamental
      Change Repurchase Date, as the case may be), and to convert such Security in
      accordance with Article XII, and to institute suit for the enforcement of
      any such payment and right to convert, and such rights shall not be impaired
      without the consent of such Holder.

     

    SECTION
      5.9 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

     

    
      
        
        

      

      
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    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 such Holders shall continue as though no such
      proceeding had been instituted.

     

    SECTION
      5.10 Rights
      and Remedies Cumulative.

     

    Except
      as
      otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Securities in the last paragraph of Section 3.6,
      no right or remedy herein conferred upon or reserved to the Trustee or to the
      Holders of Securities is intended to be exclusive of any other right or remedy,
      and every right and remedy shall, to the extent permitted by law, be cumulative
      and in addition to every other right and remedy given hereunder or now or
      hereafter existing at law or in equity or otherwise. The assertion or employment
      of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy.

     

    SECTION
      5.11 Delay
      or
      Omission Not Waiver.

     

    No
      delay
      or omission of the Trustee or of any Holder of any Security to exercise any
      right or remedy accruing upon any Event of Default shall impair any such right
      or remedy or constitute a waiver of any such Event of Default or any
      acquiescence therein. Every right and remedy given by this Article V 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 (subject to
      the
      limitations contained in this Indenture) by the Holders of Securities as the
      case may be.

     

    SECTION
      5.12 Control
      by Holders of Securities.

     

    Subject
      to Section 6.3, the Holders of a majority in aggregate principal amount of
      the Outstanding Securities shall have the right to direct the time, method
      and
      place of conducting any proceeding for any remedy available to the Trustee
      or
      exercising any trust or power conferred on the Trustee, provided
      that

     

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

     

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

     

    (3) the
      Trustee need not take any action that might involve it in personal liability
      or
      be unjustly prejudicial to the Holders of Securities not consenting or that
      it
      in good faith believes would otherwise be contrary to applicable
      law.

     

    
      
        
        

      

      
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    SECTION
      5.13 Waiver
      of
      Past Defaults.

     

    The
      Holders, either (i) through the written consent of not less than 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 at least 66-2/3% in aggregate
      principal amount of the Outstanding Securities represented at such meeting,
      may
      on behalf of the Holders of all the Securities waive any past default hereunder
      and its consequences, except a default (A) in the payment of the principal
      of or interest (including Additional Interest, if any) on any Security, or
      (B) in respect of a covenant or provision hereof which under
      Article VIII cannot be modified or amended without the consent of the
      Holder of each Outstanding Security affected.

     

    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; but no such waiver shall extend to any subsequent or other default
      or
      impair any right consequent thereon.

     

    SECTION
      5.14 Undertaking
      for Costs.

     

    All
      parties to this Indenture agree, and each Holder of any Security by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken,
      suffered or omitted by it as Trustee or otherwise, the filing by any party
      litigant in such suit of an undertaking to pay the costs of such suit, and
      that
      such court may in its discretion assess reasonable costs, including reasonable
      attorneys’ fees and expenses, against any party litigant in such suit, having
      due regard to the merits and good faith of the claims or defenses made by such
      party litigant; provided,
      however,
      the
      provisions of this Section 5.14 shall not apply to any suit instituted by
      the Trustee, to any suit instituted by any Holder, or group of Holders, holding
      in the aggregate more than 10% in 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 Additional
      Interest, if any) on any Security on or after the respective Stated Maturity
      or
      Maturities or such other dates when due as expressed herein or in such Security
      (or, in the case of redemption or repurchase, on or after the Redemption Date,
      Repurchase Date or Fundamental Change Repurchase Date, as the case may be)
      or
      for the enforcement of the right to convert any Security in accordance with
      Article XII.

     

    SECTION
      5.15 Waiver
      of
      Stay, Usury 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 or take the
      benefit or advantage of, any stay, usury 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 by reason of any such
      law
      the execution of any power herein granted to the Trustee, but will suffer and
      permit the execution of every such power as though no such law had been
      enacted.

     

    
      
        
        

      

      
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    ARTICLE
      VI

    THE
      TRUSTEE

     

    SECTION
      6.1 Certain
      Duties and Responsibilities.

     

    (1) Except
      during the continuance of an Event of Default,

     

    (i) the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture with respect to the Securities, and
      no
      implied covenants or obligations shall be read into this Indenture against
      the
      Trustee; and

     

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

     

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

     

    (3) 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

     

    (i) this
      paragraph (3) shall not be construed to limit the effect of paragraph (1) of
      this Section; 

     

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

     

    (iii)  the
      Trustee shall not be liable with respect to any action taken or omitted to be
      taken by it in good faith in accordance with the direction of the Holders of
      a
      majority in aggregate principal amount of the Outstanding Securities relating
      to
      the time, method and place of conducting any proceeding for any remedy available
      to the Trustee, or exercising any trust or power conferred upon the Trustee,
      under this Indenture; and

     

    (iv) no
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      a
      Responsible Officer of the Trustee

     

    
      
        
        

      

      
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    shall
      not
      have actually received security or indemnity satisfactory to the Trustee against
      any such risk, claim, loss, liability, damage, cost or expense.

     

    (4) Whether
      or not therein 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 6.1.

     

    SECTION
      6.2 Notice
      of
      Defaults.

     

    Within
      90
      days after the occurrence of any default hereunder as to which a Responsible
      Officer of the Trustee has actually received written notice, the Trustee shall
      give to all Holders of Securities, in the manner provided in Section 1.6,
      notice of such default, unless such default shall have been cured or waived;
      provided,
      however,
      that,
      except in the case of a default in the payment of the principal of or interest
      on any Security, the Trustee shall be protected in withholding such notice
      if
      and so long as the board of directors, the executive committee or a trust
      committee of directors or any Responsible Officer of the Trustee in good faith
      determines that the withholding of such notice is in the interest of the
      Holders; and provided, further, that in the case of any default of the character
      specified in Section 5.1(4), no such notice to Holders of Securities shall
      be given until at least 60 days after the occurrence thereof or, if applicable,
      the cure period specified therein. For the purpose of this Section, the term
      “default” means any event which is, or after notice or lapse of time or both
      would become, an Event of Default.

     

    SECTION
      6.3 Certain
      Rights of Trustee.

     

    Subject
      to the provisions of Section 6.1:

     

    (1) the
      Trustee may conclusively rely, and shall be protected in acting or refraining
      from acting, upon any resolution, Officers’ Certificate, other certificate,
      statement, instrument, opinion, report, notice, request, direction, consent,
      order, bond, debenture, note, coupon, other evidence of indebtedness or other
      paper or document, in each case whether in original or facsimile form
      (collectively, the “Documents”) believed by it to be genuine and to have been
      signed or presented by the proper party or parties, and the Trustee need not
      investigate any fact or matter stated in such Documents;

     

    (2) any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order (except that a Company Order
      shall be required for authentication and delivery of any Security as provided
      in
      Section 3.3) and any resolution of the Board of Directors shall be
      sufficiently evidenced by a Board Resolution;

     

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

     

    
      
        
        

      

      
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    (4) the
      Trustee may consult with counsel of its selection and the advice of such counsel
      or any Opinion of Counsel shall be full and complete authorization and
      protection in respect of any action taken, suffered or omitted by it hereunder
      in good faith and in reliance thereon;

     

    (5) the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request or direction of any of the Holders
      of Securities pursuant to this Indenture, unless such Holders shall have
      offered, and, if requested by the Trustee, delivered to the Trustee security
      or
      indemnity reasonably satisfactory to the Trustee against the risks, claims,
      losses, liabilities, damages, costs and expenses which might be incurred by
      it
      in compliance with such request or direction;

     

    (6) 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
      expense of the Company and shall incur no liability by reason of such inquiry
      or
      investigation; 

     

    (7) the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys and the Trustee
      shall not be responsible for any misconduct or negligence on the part of any
      agent or attorney appointed with due care by it hereunder and shall not be
      responsible for the supervision of officers or employees of any of such agents
      or attorneys;

     

    (8) upon
      the
      request of the Trustee, the Company shall deliver an Officers' Certificate
      setting forth the names of individuals and/or titles of officers authorized
      at
      such time to take specified actions pursuant to this Indenture, which Officers'
      Certificate shall be signed by any Person authorized to sign an Officers'
      Certificate, including any Person specified as so authorized in any such
      certificate previously delivered and not superseded;

     

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

     

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

     

    (11) the
      rights, privileges, protections, immunities and benefits given to the Trustee,
      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 Agent and each other agent, custodian

     

    
      
        
        

      

      
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    and
      other
      Person employed to act hereunder; and without limiting the foregoing, the
      Trustee shall be entitled to the rights and protections afforded to the Trustee
      pursuant to this Article in acting as a Paying Agent, Conversion Agent or
      Security Registrar hereunder; and 

     

    (12) neither
      the Trustee or any Agent, nor any agent of any such Person, will have any
      responsibility for any action taken or not taken by the Depositary.

     

    SECTION
      6.4 Not
      Responsible for Recitals or Issuance of Securities.

     

    The
      recitals contained herein and in the Securities (except the Trustee’s
      certificates of authentication) shall be taken as the statements of the Company,
      and neither the Trustee nor any Agent, assumes any responsibility for their
      correctness. The Trustee makes no representations as to the validity or
      sufficiency of this Indenture, of the Securities or of the Common Stock issuable
      upon the conversion of the Securities. Neither the Trustee nor any Agent, nor
      any agent of the Trustee or any Agent, shall be accountable for the use or
      application by the Company of Securities or the proceeds thereof.

     

    SECTION
      6.5 May
      Hold
      Securities, Act as Trustee under Other Indentures.

     

    The
      Trustee, the Securities Registrar, any Authenticating Agent, any Paying Agent,
      any Conversion Agent, any other Agent, or any other agent of the Company, the
      Trustee, in its individual or any other capacity, or any Agent, or any of their
      respective Affiliates, may become the owner or pledgee of Securities and may
      otherwise deal with the Company or any of its Affiliates with the same rights
      it
      would have if it were not Trustee, Securities Registrar, Authenticating Agent,
      Paying Agent, Conversion Agent or other Agent, or any such other agent or
      Affiliate.

     

    The
      Trustee may become and act as trustee under other indentures under which other
      securities, or certificates of interest or participation in other securities,
      of
      the Company are outstanding in the same manner as if it were not Trustee
      hereunder.

     

    SECTION
      6.6 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 agreed
      in
      writing with the Company.

     

    SECTION
      6.7 Compensation
      and Reimbursement.

     

    The
      Company agrees: 

     

    (1) to
      pay to
      the Trustee from time to time such compensation as the Company and the Trustee
      shall from time to time agree in writing for its acceptance of this Indenture
      and for all services rendered by it hereunder in its various capacities (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust);

     

    
      
        
        

      

      
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    (2) except
      as
      otherwise expressly provided herein, to reimburse the Trustee upon its request
      for all reasonable expenses, disbursements and advances incurred or made by
      the
      Trustee (including costs and expenses of enforcing this Indenture and defending
      itself against any claim (whether asserted by the Company, any Holder of
      Securities or any other Person) or liability in connection with the exercise
      of
      any of its powers or duties hereunder) in accordance with any provision of
      this
      Indenture (including the reasonable compensation and the expenses and
      disbursements of its agents and counsel), except any such expense, disbursement
      or advance as may be attributable to its own negligence or willful misconduct;
      and

     

    (3) to
      fully
      indemnify each of the Trustee, any Agent and any predecessor of the same (and
      each of their respective directors, officers, employees and agents) for, and
      to
      hold it harmless against, any loss, liability claim, damage, cost or expense
      incurred without negligence or willful misconduct on its part, arising out
      of or
      in connection with the acceptance or administration of this trust, including the
      costs, expenses and attorneys’ fees and expenses of defending itself against any
      claim or liability in connection with the exercise or performance of any of
      its
      powers or duties hereunder.

     

    The
      Trustee shall have prior to the Securities a lien on and claim to all money
      or
      other property held, collected or controlled by the Trustee to secure the
      Company’s payment obligations in Section 6.7 and the performance by the
      Company of its other obligations to the Trustee, in each of its capacities,
      under this Indenture, except that held in trust to pay principal and interest
      (including Additional Interest, if any) on the Securities.

     

    Without
      limiting any rights available to the Trustee under applicable law, when the
      Trustee incurs expenses or renders services in connection with an Event of
      Default specified in Section 5.1(6) or Section 5.1(7), the expenses
      (including the charges and expenses of its counsel) and the compensation for
      the
      services are intended to constitute expenses of the administration under any
      applicable Federal or state bankruptcy, insolvency or other similar
      law.

     

    The
      provisions of this Section shall survive the termination or satisfaction
      and discharge of this Indenture or the payment in full of the Securities or
      the
      earlier resignation or removal of the Trustee.

     

    SECTION
      6.8 Corporate
      Trustee Required; Eligibility.

     

    There
      shall at all times be a Trustee hereunder which shall be a Person that is
      eligible pursuant to the Trust Indenture Act to act as such, having (or be
      part
      of a holding company group with) a combined capital and surplus of at least
      U.S.$50,000,000, subject to supervision or examination by federal or state
      authority, and in good standing. The Trustee or an Affiliate of the Trustee
      shall maintain an established place of business in The City of Chicago. If
      such
      corporation publishes reports of condition at least annually, pursuant to law
      or
      to the requirements of said supervising or examining authority, then for the
      purposes of this Section, the combined capital and surplus of such corporation
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published. The Trustee shall not be an obligor
      upon the Securities or an Affiliate of any obligor thereon. If at any time
      the
      Trustee shall cease to be eligible in

     

    
      
        
        

      

      
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    accordance
      with the provisions of this Section, it shall resign immediately in the manner
      and with the effect hereinafter specified in this Article and a successor
      shall be appointed pursuant to Section 6.9.

     

    SECTION
      6.9 Resignation
      and Removal; Appointment of Successor.

     

    (1) No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article shall become effective until the acceptance of
      appointment by the successor Trustee in accordance with the applicable
      requirements of Section 6.10.

     

    (2) The
      Trustee may resign at any time by giving written notice thereof to the Company.
      If the instrument of acceptance by a successor Trustee required by
      Section 6.10 shall not have been delivered to the Trustee within 30 days
      after the giving of such notice of resignation, the resigning Trustee may,
      at
      the expense of the Company, petition any court of competent jurisdiction for
      the
      appointment of a successor Trustee.

     

    (3) The
      Trustee may be removed at any time by an Act of the Holders of a majority in
      aggregate principal amount of the Outstanding Securities, delivered to the
      Trustee and the Company. If the instrument of acceptance by a successor Trustee
      required by Section 6.10 shall not have been delivered to the Trustee
      within 30 days after the giving of such notice of removal, the removed Trustee
      may, at the expense of the Company, petition any court of competent jurisdiction
      for the appointment of a successor Trustee.

     

    (4) If
      at any
      time:

     

    (i) the
      Trustee shall cease to be eligible under Section 6.8 and shall fail to
      resign after written request therefor by the Company or by any Holder of a
      Security who has been a bona fide Holder of a Security for at least six months,
      or

     

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

     

    then,
      in
      any such case (i) the Company may remove the Trustee, or (ii) subject
      to Section 5.14, any Holder of a Security who has been a bona fide Holder
      of a Security for at least six months may, on behalf of himself and all others
      similarly situated, petition any court of competent jurisdiction for the removal
      of the Trustee and the appointment of a successor Trustee.

     

    (5) If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause, the Company shall promptly
      appoint a successor Trustee and shall comply with the applicable requirements
      of
      this Section and Section 6.10. If, within one year after such
      resignation, removal or incapability, or the occurrence of such vacancy, a
      successor Trustee shall be appointed by Act of the Holders of a majority in
      aggregate principal amount of the Outstanding Securities delivered to the
      Company and the retiring Trustee, the

     

    
      
        
        

      

      
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    successor
      Trustee so appointed shall, forthwith upon its acceptance of such appointment
      in
      accordance with the applicable requirements of Section 6.10, become the
      successor Trustee and supersede the successor Trustee appointed by the Company.
      If no successor Trustee shall have been so appointed by the Company or the
      Holders of Securities and accepted appointment in the manner required by this
      Section and Section 6.10, any Holder of a Security who has been a bona
      fide Holder of a Security for at least six months may, on behalf of himself
      and
      all others similarly situated, petition any court of competent jurisdiction
      for
      the appointment of a successor Trustee.

     

    (6) The
      Company shall give notice of each resignation and each removal of the Trustee
      and each appointment of a successor Trustee to all Holders of Securities in
      the
      manner provided in Section 1.6. Each notice shall include the name of the
      successor Trustee and the address of its Corporate Trust Office.

     

    SECTION
      6.10 Acceptance
      of Appointment by Successor.

     

    Every
      successor Trustee appointed hereunder shall execute, acknowledge and deliver
      to
      the Company and to the retiring Trustee an instrument accepting such
      appointment, and thereupon the resignation or removal of the retiring Trustee
      shall become effective and such successor Trustee, without any further act,
      deed
      or conveyance, shall become vested with all the rights, powers, trusts and
      duties of the retiring Trustee; but, on the request of the Company or the
      successor Trustee, such retiring Trustee shall, upon payment of its charges,
      execute and deliver an instrument transferring to such successor Trustee all
      the
      rights, powers and trusts of the retiring Trustee and shall duly assign,
      transfer and deliver to such successor Trustee all property and money held
      by
      such retiring Trustee hereunder. Upon request of any such successor Trustee,
      the
      Company shall execute any and all instruments to more fully and with more
      certainty vest in and confirm to such successor Trustee all such rights, powers
      and trusts.

     

    No
      successor Trustee shall accept its appointment unless at the time of such
      acceptance such successor Trustee shall be eligible under this
      Article.

     

    SECTION
      6.11 Merger,
      Conversion, Consolidation or Succession to Business.

     

    Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to all or substantially all of the corporate trust business of the
      Trustee (including the trust created by this Indenture), shall be the successor
      of the Trustee hereunder, provided such corporation shall be otherwise eligible
      under this Article, without the execution or filing of any paper or any further
      act on the part of any of the parties hereto. In case any Securities shall
      have
      been authenticated, but not delivered, by the Trustee then in office, any
      successor by merger, conversion or consolidation to such authenticating Trustee
      may adopt such authentication and deliver the Securities so authenticated with
      the same effect as if such successor Trustee had itself authenticated such
      Securities.

     

    
      
        
        

      

      
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    SECTION
      6.12 Authenticating
      Agents.

     

    The
      Trustee may, upon notice to the Company, appoint an “Authenticating Agent” or
      Agents reasonably acceptable to the Company with respect to the Securities,
      which Authenticating Agent shall be authorized to act on behalf of the Trustee
      to authenticate Securities issued upon exchange or substitution pursuant to
      this
      Indenture.

     

    Securities
      authenticated by an Authenticating Agent shall be entitled to the benefits
      of
      this Indenture and shall be valid and obligatory for all purposes as if
      authenticated by the Trustee hereunder, and every reference in this Indenture
      to
      the authentication and delivery of Securities by the Trustee or the Trustee’s
      certificate of authentication shall be deemed to include authentication and
      delivery on behalf of the Trustee by an Authenticating Agent and a certificate
      of authentication executed on behalf of the Trustee by an Authenticating Agent.
      Each Authenticating Agent shall be subject to acceptance not to be unreasonably
      withheld by the Company and shall at all times be a corporation organized and
      doing business under the laws of the United States of America, any State thereof
      or the District of Columbia, authorized under such laws to act as Authenticating
      Agent and subject to supervision or examination by government or other fiscal
      authority. If at any time an Authenticating Agent shall cease to be eligible
      in
      accordance with the provisions of this Section 6.12, such Authenticating
      Agent shall resign immediately in the manner and with the effect specified
      in
      this Section 6.12.

     

    Any
      corporation into which an Authenticating Agent may be merged or converted or
      with which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any corporation succeeding to all or substantially all the corporate agency
      or corporate trust business of an Authenticating Agent (including the
      authenticating agency contemplated by this Indenture), shall continue to be
      an
      Authenticating Agent, provided such corporation shall be otherwise eligible
      under this Section 6.12, without the execution or filing of any paper or
      any further act on the part of the Trustee or the Authenticating
      Agent.

     

    An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and to the Company. The Trustee may at any time terminate the agency
      of an Authenticating Agent by giving written notice thereof to such
      Authenticating Agent and to the Company. Upon actual receipt by a Responsible
      Officer of the Trustee of such a notice of resignation or upon such a
      termination, or in case at any time such Authenticating Agent shall cease to
      be
      eligible in accordance with the provisions of this Section 6.12, the
      Trustee may appoint a successor Authenticating Agent which shall be subject
      to
      acceptance not to be unreasonably withheld by the Company. Any successor
      Authenticating Agent upon acceptance of its appointment hereunder shall become
      vested with all the rights, powers and duties of its predecessor hereunder,
      with
      like effect as if originally named as an Authenticating Agent. No successor
      Authenticating Agent shall be appointed unless eligible under the provisions
      of
      this Section 6.12.

     

    The
      Company agrees to pay to each Authenticating Agent from time to time reasonable
      compensation for its services under this Section 6.12.

     

    
      
        
        

      

      
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    If
      an
      Authenticating Agent is appointed with respect to the Securities pursuant to
      this Section 6.12, the Securities may have endorsed thereon, in addition to
      or in lieu of the Trustee’s certification of authentication, an alternative
      certificate of authentication in the following form:

     

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

     

    
       

      
        
          
            
              	 	
                      LASALLE
                        BANK NATIONAL ASSOCIATION, as Trustee

                       

                       

                    


            

            
              
                	 	 By:	 
	 	 	As Authenticating
                        Agent


              

                                                                                                      

              

                	
                      	 By:	 
	 	 	Authorized
                        Signatory


              

            

          

        

      

                                                                                                

    

    SECTION
      6.13 Disqualification;
      Conflicting Interests.

     

    If
      the
      Trustee has or shall acquire a conflicting interest within the meaning of the
      Trust Indenture Act after an Event of Default has occurred and is continuing,
      the Trustee shall either eliminate such interest or resign, to the extent and
      in
      the manner provided by, and subject to the provisions of, the Trust Indenture
      Act and this Indenture.

     

    SECTION
      6.14 Preferential
      Collection of Claims Against Company.

     

    If
      and
      when the Trustee shall be or become a creditor of the Company (or any other
      obligor upon the Securities), the Trustee shall be subject to the provisions
      of
      the Trust Indenture Act regarding the collection of claims against the Company
      (or any such other obligor).

     

    ARTICLE
      VII

    CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    SECTION
      7.1 Company
      May Consolidate, Etc.
      Only on
      Certain Terms.

     

    The
      Company shall not consolidate with or merge into any other Person or convey,
      transfer, sell or lease all its properties and assets substantially as an
      entirety to any Person, and the Company shall not permit any Person to
      consolidate with or merge into the Company unless:

     

    (1) the
      Person formed by such consolidation or into or with which the Company is merged
      or the Person to which the properties and assets of the Company are so conveyed,
      transferred, sold or leased shall be a corporation organized and validly
      existing under the laws of the United States of America, any State thereof
      or
      the District of Columbia and, if other than the

     

    
      
        
        

      

      
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    Company,
      shall expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Trustee, in form reasonably satisfactory to the Trustee, the
      due and punctual payment of the principal of and interest (including Additional
      Interest, if any) on all of the Securities as applicable, and the performance
      or
      observance of every covenant of this Indenture on the part of the Company to
      be
      performed or observed and shall have provided for conversion rights in
      accordance with Article XII;

     

    (2) immediately
      after giving effect to such transaction, no Event of Default, and no event
      that,
      after notice or lapse of time or both, would become an Event of Default, shall
      have occurred and be continuing; and

     

    (3) the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, conveyance, transfer,
      sale or lease and, if a supplemental indenture is required in connection with
      such transaction, such supplemental indenture comply with this Article and
      that all conditions precedent herein provided for relating to such transaction
      have been complied with, together with any documents required under
      Section 8.3.

     

    SECTION
      7.2 Successor
      Substituted.

     

    Upon
      any
      consolidation of the Company with, or merger of the Company into any other
      Person or any conveyance, transfer, sale or lease of all or substantially all
      the properties and assets of the Company in accordance with Section 7.1,
      the successor Person formed by such consolidation or into or with which the
      Company is merged or to which such conveyance, transfer, sale or lease 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, the predecessor Person shall be relieved of all obligations and
      covenants under this Indenture and the Securities.

     

    ARTICLE
      VIII

    SUPPLEMENTAL
      INDENTURES

     

    SECTION
      8.1 Supplemental
      Indentures 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 enter into
      one or more indentures supplemental hereto, in form reasonably satisfactory
      to
      the Trustee, for any of the following purposes:

     

    (1) to
      evidence the succession of another Person to the Company and the assumption
      by
      any such successor of the covenants and obligations of the Company herein and
      in
      the Securities as permitted by Article VII of this Indenture;
      or

     

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

     

    
      
        
        

      

      
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    (3) to
      provide collateral for the Securities; or

     

    (4) to
      make
      provision with respect to the conversion rights of Holders of Securities
      pursuant to Section 12.11 or to make provision with respect to the
      repurchase rights of Holders of Securities pursuant to Section 14.1;
      or

     

    (5) to
      make
      any changes or modifications to this Indenture necessary in connection with
      the
      registration of any Registrable Securities under the Securities Act as
      contemplated by the Registration Rights Agreement, provided such action pursuant
      to this clause (5) shall not adversely affect the interests of the Holders
      of
      Securities; or

     

    (6) to
      comply
      with the requirements of the Trust Indenture Act or the rules and regulations
      of
      the Commission thereunder in order to effect or maintain the qualification
      of
      this Indenture under the Trust Indenture Act, as contemplated by this Indenture
      or otherwise; or

     

    (7) to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee; or

     

    (8) to
      cure
      any ambiguity, to correct or supplement any provision herein that may be
      inconsistent with any other provision herein or that is otherwise defective,
      or
      to make any other provisions with respect to matters or questions arising under
      this Indenture as the Company, provided such action pursuant to this clause
      (8)
      shall not adversely affect the interests of the Holders of Securities in any
      material respect.

     

    Upon
      Company Request, accompanied by a Board Resolution authorizing the execution
      of
      any such supplemental indenture, and subject to and upon actual receipt by
      a
      Responsible Officer of the Trustee of the documents described in
      Section 8.3 hereof, the Trustee is hereby authorized to join with the
      Company in the execution of any supplemental indenture authorized or permitted
      by the terms of this Indenture and to make any further appropriate agreements
      and stipulations that may be therein contained.

     

    SECTION
      8.2 Supplemental
      Indentures with Consent of Holders of Securities.

     

    With
      either (i) the written consent of the Holders of not less than a majority
      in aggregate principal amount of the Outstanding Securities, by the Act of
      said
      Holders delivered to the Company and the Trustee, 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 at least 66 2/3% in aggregate principal
      amount of the Outstanding Securities represented at such meeting, the Company,
      when authorized by a Board Resolution, and the Trustee may enter into an
      indenture or indentures supplemental hereto, in form reasonably satisfactory
      to
      the Trustee, for the purpose of adding any provisions to or changing in any
      manner or eliminating any of the provisions of this Indenture or of modifying
      in
      any manner the rights of the Holders of Securities under this Indenture;
provided,
      however,
      that no
      such supplemental indenture shall, without the consent or affirmative vote
      of
      the Holder of each Outstanding Security affected thereby,

     

    
      
        
        

      

      
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    (1) change
      the Stated Maturity of the principal of, or any installment of interest on,
      any
      Security, or reduce the aggregate principal amount of or the rate of interest
      payable thereon, or reduce the amount payable upon a redemption, or mandatory
      repurchase, or reduce the amount payable upon acceleration of the Maturity
      of
      the Securities, or change the place or currency of payment of the principal
      of
      or interest on any Security (including any payment of Additional Interest,
      Redemption Price, Repurchase Price or Fundamental Change Repurchase Price in
      respect of such Security) or impair the right to institute suit for the
      enforcement of any payment in respect of any Security on or after the Stated
      Maturity thereof (or, in the case of redemption or any repurchase, on or after
      the Redemption Date, Repurchase Date or Fundamental Change Repurchase Date,
      as
      the case may be) or, except as permitted by Section 12.11, adversely affect
      the right of Holders to convert any Security as provided in Article XII;
      or

     

    (2) reduce
      the requirements of Section 9.4 for quorum or voting, or reduce the
      percentage in aggregate principal amount of the Outstanding Securities the
      consent of whose Holders is required for any such supplemental indenture or
      the
      consent of whose Holders is required for any waiver of compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences provided for in this Indenture; or

     

    (3) modify
      the obligation of the Company to maintain an office or agency in The City of
      Chicago, pursuant to Section 10.2; or

     

    (4) modify
      any of the provisions of this Section or Section 5.13, except to
      increase any percentage contained herein or therein or to provide that certain
      other provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Outstanding Security affected thereby;
      or

     

    (5) modify
      the provisions of Article XIII or Article XIV in a manner adverse to
      the Holders; or

     

    (6) modify
      the provisions of Sections 10.7 or 11.1 in a manner adverse to the
      Holders.

     

    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
      8.3 Execution
      of Supplemental Indentures.

     

    In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article or the modifications thereby of the
      trusts created by this Indenture, the Trustee shall be entitled to receive,
      and
      (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon,
      an Opinion of Counsel stating that the execution of such supplemental indenture
      is authorized or permitted by this Indenture, and that such supplemental
      indenture has been duly authorized, executed and delivered by the Company and
      constitutes a valid and legally binding obligation of the Company enforceable
      against the Company in accordance with its terms. The Trustee may, but shall
      not
      be obligated to, enter into any such supplemental indenture which
      affects

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

       

    

    the
      Trustee’s own rights, duties or immunities under this Indenture or otherwise.
      Every supplemental indenture executed pursuant to this Article shall conform
      to
      the requirements of the Trust Indenture Act as then in effect.

     

    SECTION
      8.4 Effect
      of
      Supplemental Indentures.

     

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

     

    SECTION
      8.5 Reference
      in Securities to Supplemental Indentures.

     

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

     

    SECTION
      8.6 Notice
      of
      Supplemental Indentures.

     

    Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of Section 8.2, the Company shall give notice to
      all Holders of Securities of such fact, setting forth in general terms the
      substance of such supplemental indenture, in the manner provided in
      Section 1.6. Any failure of the Company to give such notice, or any defect
      therein, shall not in any way impair or affect the validity of any such
      supplemental indenture.

     

    ARTICLE
      IX

    MEETINGS
      OF HOLDERS OF SECURITIES

     

    SECTION
      9.1 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.

     

    SECTION
      9.2 Call,
      Notice and Place of Meetings.

     

    (1) The
      Trustee may at any time call a meeting of Holders of Securities for any purpose
      specified in Section 9.1, to be held at such time and at such place in The
      City of Chicago, as the Trustee shall determine. Notice of every meeting of
      Holders of Securities, setting forth the time and the place of such meeting
      and
      in general terms the action proposed to be taken at such meeting,
      shall

     

    
      
        
        

      

      
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    be
      given,
      in the manner provided in Section 1.6, not less than 21 nor more than 180
      days prior to the date fixed for the meeting.

     

    (2) In
      case
      at any time the Company, pursuant to a Board Resolution, or the Holders of
      at
      least 25% in aggregate principal amount of the Outstanding Securities shall
      have
      requested the Trustee to call a meeting of the Holders of Securities for any
      purpose specified in Section 9.1, by written request setting forth in
      reasonable detail the action proposed to be taken at the meeting, and the
      Trustee shall not have mailed the notice of such meeting within 21 days after
      its actual receipt by a Responsible Officer of such request or shall not
      thereafter proceed to cause the meeting to be held as provided herein, then
      the
      Company or the Holders of Securities in the amount specified, as the case may
      be, may determine the time and the place in The City of New York, for such
      meeting and may call such meeting for such purposes by giving notice thereof
      as
      provided in paragraph (1) of this Section.

     

    SECTION
      9.3 Persons
      Entitled to Vote at Meetings.

     

    To
      be
      entitled to vote at any meeting of Holders of Securities, a Person shall be
      (i) a Holder of one or more Outstanding Securities, or (ii) 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. 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 or agents of the Trustee and its counsel and any representatives
      of the Company and its counsel.

     

    SECTION
      9.4 Quorum;
      Action.

     

    The
      presence of Persons entitled to vote a majority in aggregate 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 not less than 10 days
      as
      determined by the chairman of the meeting prior to the adjournment of such
      adjourned meeting (subject to repeated applications of this sentence). Notice
      of
      the reconvening of any adjourned meeting shall be given by the Company as
      provided in Section 9.2(1), except that such notice need be given only once
      not less than five days prior to the date on which the meeting is scheduled
      to
      be reconvened. Notice of the reconvening of an adjourned meeting shall state
      expressly the percentage of the aggregate principal amount of the Outstanding
      Securities that shall constitute a quorum.

     

    Subject
      to the foregoing, at the reconvening of any meeting adjourned for a lack of
      a
      quorum, the Persons entitled to vote 25% in aggregate principal amount of the
      Outstanding Securities at the time shall constitute a quorum for the taking
      of
      any action set forth in the notice of the original meeting.

     

    
      
        
        

      

      
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    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 proviso
      to Section 8.2 and except to the extent Section 5.13 requires a
      different vote) shall be effectively passed and decided if passed or decided
      by
      either (i) the written consent of Holders of not less than a majority in
      aggregate principal amount of Outstanding Securities, or (ii) the Persons
      entitled to vote not less than 66 2/3% in aggregate principal amount of
      Outstanding Securities represented and entitled to vote 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. The Trustee
      shall, pursuant to a Company Order setting forth the action taken, in the name
      and at the expense of the Company, notify all the Holders of Securities of
      any
      such resolutions or decisions pursuant to Section 1.6.

     

    SECTION
      9.5 Determination
      of Voting Rights; Conduct and Adjournment of Meetings.

     

    (1) 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. Except as otherwise permitted or required by any
      such
      regulations, the holding of Securities shall be proved in the manner specified
      in Section 1.4 and the appointment of any proxy shall be proved in the
      manner specified in Section 1.4 or by having the signature of the Person
      executing the proxy guaranteed by any bank, broker or other eligible institution
      participating in a recognized medallion signature guarantee program. Neither
      the
      Trustee nor any of its agents shall be liable, and the Company shall indemnify
      the Trustee and each such agent, for any action taken or omitted to be taken
      by
      it in good faith in connection with any such meeting.

     

    (2) The
      Trustee shall, by an instrument in writing, appoint a temporary chairman (which
      may be the Trustee) of the meeting, unless the meeting shall have been called
      by
      the Company or by Holders of Securities as provided in Section 9.2(2), in
      which case the Company or the Holders of Securities calling the meeting, as
      the
      case may be, shall in like manner appoint a temporary chairman. A permanent
      chairman and a permanent secretary of the meeting shall be elected by vote
      of
      the Persons entitled to vote a majority in aggregate principal amount of the
      Outstanding Securities represented at the meeting.

     

    (3) At
      any
      meeting, each Holder of a Security or proxy shall be entitled to one vote for
      each U.S.$1,000 aggregate principal amount of Securities held or represented
      by
      him; provided, however, that no vote shall be cast or counted at any
      meeting in respect of any Security challenged as not Outstanding and ruled by
      the chairman of the meeting to be not Outstanding. The chairman of the meeting
      shall have no right to vote, except as a Holder of a Security or
      proxy.

     

    (4) Any
      meeting of Holders of Securities duly called pursuant to Section 9.2 at
      which a quorum is present may be adjourned from time to time by Persons entitled
      to vote a majority in

     

    
      
        
        

      

      
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    aggregate
      principal amount of the Outstanding Securities represented at the meeting,
      and
      the meeting may be held as so adjourned without further notice.

     

    SECTION
      9.6 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 aggregate principal
      amounts at Stated Maturity 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 9.2 and, if
      applicable, Section 9.4. 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.

     

    ARTICLE
      X

    COVENANTS

     

    SECTION
      10.1 Payment
      of Principal and Interest.

     

    The
      Company covenants and agrees that it will duly and punctually pay the principal
      of and interest (including Additional Interest, 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 or its nominee, no later
      than
      10:30 a.m. (New York City time) on the date of the Stated Maturity of any
      Security or no later than 10:30 a.m. (New York City time) on the due date for
      any installment of interest (subject to the requirements of Section 3.7
      with respect to Defaulted Interest), all payments so due, which payments shall
      be in immediately available funds on the date of such Stated Maturity or due
      date, as the case may be.

     

    SECTION
      10.2 Maintenance
      of Offices or Agencies.

     

    The
      Company will maintain in The City of Chicago an office or agency where the
      Securities may be surrendered for registration of transfer or exchange or for
      presentation for payment or for conversion, redemption or repurchase 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 of the location, and any change in the location, of such office or
      agency not designated or appointed by the Trustee. If at any time the Company
      shall fail to maintain any such required office or agency or shall fail to
      furnish the Trustee with the address thereof, such

     

    
      
        
        

      

      
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    presentations,
      surrenders, notices and demands may be made or served at the office or agency
      of
      the Company in The City of Chicago located at the address specified in the
      last
      paragraph of this Section 10.2.

     

    The
      Company may at any time and from time to time vary or terminate the appointment
      of any such agent or appoint any additional agents 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 on the Securities
      have
      been made available for payment and either paid or returned to the Company
      pursuant to the provisions of Section 10.3, the Company will maintain in
      The City of New York, an office or agency where Securities may be presented
      or
      surrendered for payment and conversion, which shall initially be at the office
      or agency of the Company, located at the address specified in the last paragraph
      of this Section 10.2, where Securities may be surrendered for registration
      of transfer or exchange and where notices and demands to or upon the Company
      in
      respect of the Securities and this Indenture may be served. The Company will
      give prompt written notice to the Trustee, and notice to the Holders in
      accordance with Section 1.6, of the appointment or termination of any such
      agents and of the location, and any change in the location, in each case, in
      The
      City of New York, of any such office or agency.

     

    The
      Company hereby initially designates the Trustee as Paying Agent, Security
      Registrar and Conversion Agent, and the office or agency of the Company in
      The
      City of Chicago, located at 135 S. LaSalle St., Suite 1560, Chicago, Illinois
      60603, attention: Corporate Trust Department, as one such office or agency
      of
      the Company for each of the aforesaid purposes.

     

    SECTION
      10.3 Money
      for
      Security Payments to Be Held in Trust.

     

    If
      the
      Company shall act as its own Paying Agent, it will, on or before each due date
      of the principal of or interest (including Additional Interest, if any) on
      any
      of the Securities, segregate and hold in trust for the benefit of the Persons
      entitled thereto a sum sufficient to pay the principal or interest (including
      Additional Interest, if any) so becoming due until such sums shall be paid
      to
      such Persons or otherwise disposed of as herein provided and the Company will
      promptly notify the Trustee of its action or failure so to act.

     

    Whenever
      the Company shall have one or more Paying Agents, it will, no later than 10:30
      a.m. (New York City time) on each due date of the principal of or interest
      (including Additional Interest, if any) on any Securities, deposit with the
      Trustee a sum in funds immediately payable on the payment date sufficient to
      pay
      the principal or interest (including Additional Interest, if any) so becoming
      due, such sum to be held for the benefit of the Persons entitled to such
      principal or interest (including Additional Interest, if any), and (unless
      such
      Paying Agent is the Trustee) the Company will promptly notify the Trustee of
      any
      failure so to act.

     

    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:

     

    
      
        
        

      

      
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    (1) hold
      all
      sums held by it for the payment of the principal of or interest (including
      Additional Interest, if any) on Securities for the benefit of the Persons
      entitled thereto until such sums shall be paid to such Persons or otherwise
      disposed of as herein provided;

     

    (2) give
      the
      Trustee notice of any default by the Company (or any other obligor upon the
      Securities) in the making of any payment of principal or interest (including
      Additional Interest, if any); and

     

    (3) at
      any
      time during the continuance of any such default, upon the written request of
      the
      Trustee, forthwith pay to the Trustee all sums so held by such Paying
      Agent.

     

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

     

    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company,
      in
      trust for the payment of the principal of or interest (including Additional
      Interest, if any) on any Security and remaining unclaimed for two years after
      such principal or interest (including Additional Interest, if any) has become
      due and payable shall be paid to the Company on Company Request, or (if then
      held by the Company) shall be discharged from such trust; and the Holder of
      such
      Security shall thereafter, as an unsecured general creditor, look only to the
      Company for payment thereof, and all liability of the Trustee or such Paying
      Agent with respect to such trust money, and all liability of the Company as
      trustee thereof, shall thereupon cease.

     

    SECTION
      10.4 Existence.

     

    Subject
      to Article VII, the Company will do or cause to be done all things
      necessary to preserve and keep in full force and effect its 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 shall determine that the preservation thereof is no longer desirable
      in
      the conduct of the business of the Company and its Subsidiaries, taken as a
      whole, and that the loss thereof is not disadvantageous in any material respect
      to the Holders.

     

    SECTION
      10.5 Payment
      of Taxes and Other Claims.

     

    The
      Company will pay or discharge, or cause to be paid or discharged, before the
      same may become delinquent, (i) all taxes, assessments and governmental
      charges levied or imposed upon the Company or any Subsidiary or upon the income,
      profits or property of the Company or any Subsidiary, (ii) all claims for
      labor, materials and supplies which, if unpaid, might by law become a lien
      or
      charge upon the property of the Company or any Subsidiary, and (iii) all
      stamp and other duties, if any, which may be imposed by the United States or
      any
      political subdivision thereof or therein in connection with the issuance,
      transfer, exchange or conversion of any Securities or with

     

    
      
        
        

      

      
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    respect
      to this Indenture; provided,
      however,
      that,
      in the case of clauses (i) and (ii), the Company shall not be required to pay
      or
      discharge or cause to be paid or discharged any such tax, assessment, charge
      or
      claim (A) if the failure to do so will not, in the aggregate, have a
      material adverse impact on the Company and its Subsidiaries, taken as a whole,
      or (B) if the amount, applicability or validity is being contested in good
      faith by appropriate proceedings.

     

    SECTION
      10.6 Statement
      by Officers as to Default.

     

    The
      Company shall deliver to the Trustee, within 120 days after the end of each
      fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not, to the best knowledge of the signers
      thereof, the Company is in default in the performance and observance of any
      of
      the terms, provisions and conditions of this Indenture (without regard to any
      period of grace or requirement of notice provided hereunder) and, if the Company
      shall be in default, specifying all such defaults and the nature and status
      thereof of which they may have knowledge.

     

    The
      Company will deliver to the Trustee, forthwith upon becoming aware of any
      default or any Event of Default under the Indenture, an Officers’ Certificate
      specifying with particularity the details of such default or Event of Default
      and further stating what action the Company has taken, is taking or proposes
      to
      take with respect thereto. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become,
      an Event of Default.

     

    Any
      notice required to be given under this Section 10.6 shall be delivered to
      the Trustee at its Corporate Trust Office.

     

    SECTION
      10.7 Delivery
      of Certain Information.

     

    At
      any
      time when the Company is not subject to Section 13 or 15(d) of the Exchange
      Act, upon the request of a Holder of a Restricted Security or the holder of
      shares of Common Stock issued upon conversion thereof, the Company will promptly
      furnish or cause to be furnished Rule 144A Information (as defined below)
      to such Holder of Restricted Securities or such holder of shares of Common
      Stock
      issued upon conversion of Restricted Securities, or to a prospective purchaser
      of any such security designated by any such Holder or holder, as the case may
      be, to the extent required to permit compliance by such Holder or holder with
      Rule 144A under the Securities Act (or any successor provision thereto) in
      connection with the resale of any 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 which is two years from the later of
      (i) the Issue Date, (ii) the date such a security (or any such predecessor
      security) was last acquired from the Company, (iii) the date such a
      security (or any such predecessor security) was last acquired from an
“affiliate” of the Company within the meaning of Rule 144 under the
      Securities Act (or any successor provision thereto) or (iv) the date on which
      such a security can be sold without a registration statement under Rule 144(k)
      of the Securities Act, or an successor rule thereto. “Rule 144A
      Information” shall be such information as is specified pursuant to
      Rule 144A(d)(4) under the Securities Act (or any successor provision
      thereto).

     

    
      
        
        

      

      
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    SECTION
      10.8 Waiver
      of
      Certain Covenants.

     

    The
      Company may omit in any particular instance to comply with any covenant or
      condition set forth in Sections 10.4 (other than with respect to the
      existence of the Company (subject to Article VII)), and 10.5, inclusive, if
      before the time for such compliance the Holders shall, through (i) the
      written consent of not less than a majority in aggregate principal amount of
      the
      Outstanding Securities or (ii) the adoption of a resolution at a meeting of
      Holders of the Outstanding Securities at which a quorum is present by the
      Holders of not less than 66-2/3% in aggregate principal amount of the
      Outstanding Securities represented at such meeting, either waive such compliance
      in such instance or generally waive compliance with such covenant or condition,
      but no such waiver shall extend to or affect such covenant or condition except
      to the extent so expressly waived, and, until such waiver shall become
      effective, the obligations of the Company and the duties of the Trustee or
      any
      Paying or Conversion Agent in respect of any such covenant or condition shall
      remain in full force and effect.

     

    SECTION
      10.9 Additional
      Interest.

     

    If
      Additional Interest is payable under the Registration Rights Agreement, the
      Company shall deliver to the Trustee an Officers’ Certificate to that effect
      stating (i) the amount of Additional Interest that is payable and (ii) the
      date
      on which Additional Interest is due and payable, as specified in the
      Registration Rights Agreement. Unless and until a Responsible Officer of the
      Trustee actually receives at the Corporate Trust Office such a certificate,
      the
      Trustee may assume without inquiry that no Additional Interest is due or
      payable. If Additional Interest has been paid by the Company directly to the
      persons entitled to it, the Company shall deliver to the Trustee a certificate
      setting forth the particulars of such payment.

     

    ARTICLE
      XI

    REDEMPTION
      OF SECURITIES

     

    SECTION
      11.1 Right
      of
      Redemption.

     

    Prior
      to
      March 20, 2009, the Securities shall not be redeemable. On or after March 20,
      2009 the Company may redeem the Securities for cash in whole, or from time
      to
      time in part (which must be equal to U.S.$1,000 or any integral multiple
      thereof), at a Redemption Price equal to U.S.$1,000 per U.S.$1,000 aggregate
      principal amount of the Securities being redeemed, plus accrued and unpaid
      interest (including Additional Interest, if any) to, but excluding, the
      Redemption Date. Whenever in this Indenture (including Sections 2.2, 3.1,
      5.1(1) and 5.8) 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 Redemption Price payable in respect of such Security to the extent that
      such
      Redemption Price is, was or would be so payable at such time, and express
      mention of the Redemption Price in any provision of this Indenture shall not
      be
      construed as excluding the Redemption Price in those provisions of this
      Indenture when such express mention is not made.

     

    
      
        
        

      

      
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    Interest
      installments on Securities whose Stated Maturity is on or prior to a Redemption
      Date will be payable to the Holders of such Securities, or one or more
      Predecessor Securities, of record at the close of business on the relevant
      Record Dates.

     

    Securities
      or portions of the Securities called for redemption shall be convertible by
      the
      Holder in accordance with the provisions of Article XII until the close of
      business on the Business Day prior to the Redemption Date.

     

    SECTION
      11.2 Applicability
      of Article.

     

    Redemption
      of Securities at the election of the Company or otherwise, as permitted or
      required by any provision of the Securities or this Indenture, shall be made
      in
      accordance with such provision and this Article XI.

     

    SECTION
      11.3 Election
      to Redeem; Notice to Trustee.

    If
      the
      Company elects to redeem Securities pursuant to Section 11.1, it shall
      notify the Trustee in writing of the Redemption Date and the principal amount
      of
      Securities to be redeemed and whether it requests the Trustee to give notice
      of
      such redemption.

     

    The
      Company shall give each notice to the Trustee provided for in this
      Section 11.3 at least ten Business Days (unless the Trustee consents to a
      shorter period) before the date of giving notice of a redemption pursuant to
      Section 11.l. Such notice shall be accompanied by an Officers’ Certificate
      to the effect that such redemption will comply with this Indenture.

     

    SECTION
      11.4 Selection
      by Trustee of Securities to Be Redeemed.

     

    If
      less
      than all the Securities are to be redeemed, the particular Securities to be
      redeemed shall be selected by the Trustee within five Business Days after the
      actual receipt by a Responsible Officer of the Trustee of the notice described
      in Section 11.3 from the Outstanding Securities not previously called for
      redemption, on a pro rata basis, by lot or by such other method as the Trustee
      may deem fair and appropriate.

     

    If
      any
      Security selected for partial redemption is converted in part before termination
      of the conversion right with respect to the portion of the Security so selected,
      the converted portion of such Security shall be deemed (so far as may be) to
      be
      the portion selected for redemption. Securities which 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. The Trustee shall notify the
      Company in writing of the Securities selected for redemption and, in the case
      of
      any Securities selected for partial redemption, the aggregate 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
      aggregate principal amount of such Securities which has been or is to be
      redeemed.

     

    
      
        
        

      

      
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    SECTION
      11.5 Notice
      of
      Redemption.

     

    Notice
      of
      redemption shall be given in the manner provided in Section 1.6 to the
      Holders of Securities to be redeemed not less than 30 nor more than 60 days
      prior to the Redemption Date, and such notice shall be irrevocable.


     

    All
      notices of redemption shall state:

     

    (1) the
      Redemption Date,

     

    (2) the
      Redemption Price, and accrued but unpaid interest, if any (including Additional
      Interest, if any), to, but excluding, the Redemption Date,

     

    (3) if
      less
      than all Outstanding Securities are to be redeemed, the aggregate principal
      amount of Securities to be redeemed and the aggregate principal amount of
      Securities which will be outstanding after such partial redemption,

     

    (4) that
      on
      the Redemption Date the Redemption Price, and accrued but unpaid interest,
      if
      any (including Additional Interest, if any), to, but excluding, the Redemption
      Date, will become due and payable upon each such Security to be redeemed, and
      that interest thereon shall cease to accrue on and after said date,

     

    (5) the
      Conversion Rate, the date on which the right to convert the Securities to be
      redeemed will terminate and the places where such Securities may be surrendered
      for conversion, 

     

    (6) the
      place
      or places where such Securities are to be surrendered for payment of the
      Redemption Price and accrued interest, if any (including Additional Interest,
      if
      any), to, but excluding, the Redemption Date, and

     

    (7) that
      no
      representation is made as to the correctness or accuracy of the CUSIP number
      that is listed in such notice or printed on the Securities.

     

    In
      case
      of a partial redemption, the notice shall specify the serial and CUSIP numbers
      (if any) and the portions thereof called for redemption and that transfers
      and
      exchanges may occur on or prior to the Redemption Date.

     

    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 written request in accordance with
      Section 11.3, by the Trustee in the name of and at the expense of the
      Company; provided that, in the event the Trustee is to give such notice, the
      Company has delivered to the Trustee all the information to be included in
      such
      notice including information required by this Section 11.5.

     

    SECTION
      11.6 Deposit
      of Redemption Price.

     

    Prior
      to
      10:30 a.m. (New York City time) on the Redemption Date, the Company shall
      deposit with the Trustee (or, if the Company is acting as its own Paying Agent,
      segregate and hold in

     

    
      
        
        

      

      
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    trust
      as
      provided in Section 10.3) an amount of money (which shall be in immediately
      available funds on such Redemption Date) sufficient to pay the Redemption Price
      of, and (except if the Redemption Date shall be an Interest Payment Date)
      accrued interest (including Additional Interest, if any) to, but excluding,
      the
      Redemption Date on, all the Securities which are to be redeemed on that date
      other than any Securities called for redemption on that date which have been
      converted prior to the date of such deposit.

     

    If
      any
      Security called for redemption is converted, any money deposited with the
      Trustee 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 last paragraph of
      Section 3.7) be paid to the Company or, if then held by the Company, shall
      be discharged from such trust.

     

    SECTION
      11.7 Securities
      Payable on Redemption Date.

     

    Notice
      of
      redemption having been given as aforesaid, the Securities so to be redeemed
      shall, on the Redemption Date, become due and payable at the Redemption Price
      therein specified and from and after such date (unless the Company shall default
      in the payment of the Redemption Price, including accrued interest) such
      Securities shall cease to bear interest. Upon surrender of any Security for
      redemption in accordance with said notice, such Security shall be paid by the
      Company at the Redemption Price together with accrued and unpaid interest
      (including Additional Interest, if any) to, but excluding, the Redemption Date,
      provided,
      however,
      that
      installments of interest on Securities whose Stated Maturity is on or prior
      to
      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 3.7.

     

    If
      any
      Security called for redemption shall not be so paid on the Redemption Date,
      the
      aggregate principal amount of and, to the extent permitted by applicable law,
      accrued interest (including Additional Interest, if any) on such Security shall,
      until paid, bear interest from the Redemption Date at a rate of 3-5/8% per
      annum
      and such Security shall remain convertible until the Redemption Price of such
      Security (or portion thereof, as the case may be) shall have been paid or duly
      provided for.

     

    Any
      Security that is to be redeemed only in part shall be surrendered at the
      Corporate Trust Office or an office or agency of the Company designated for
      that
      purpose pursuant to Section 10.2 (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,
      upon its actual receipt by a Responsible Officer of a Company Order to such
      effect, the Trustee shall authenticate and make available for delivery 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.

     

    
      
        
        

      

      
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    SECTION
      11.8 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 by an agreement with one or more
      investment bankers or other purchasers (the “Purchasers”) to purchase such
      Securities by paying to the Trustee in trust for the Holders, before 10:30
      a.m.
      (New York City time) on the Redemption Date, an amount not less than the
      applicable Redemption Price, together with interest accrued to, but excluding,
      the Redemption Date of such Securities. Notwithstanding anything to the contrary
      contained in this Article XI, the obligation of the Company to pay the
      Redemption Price, together with interest accrued to, but excluding, the
      Redemption Date 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
      (a copy of which shall be filed with the Trustee prior to the close of business
      on the Business Day immediately prior to the Redemption Date), any Securities
      called for redemption that are 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, and consistent with any agreement or agreements with
      such Purchasers, to be acquired by such Purchasers from such Holders and
      (notwithstanding anything to the contrary contained in Article XII)
      surrendered by such Purchasers for conversion, all as of immediately prior
      to
      the close of business on the Redemption Date (and the right to convert any
      such
      Securities shall be extended through such time), subject to payment of the
      above
      amount as aforesaid. At the direction of the Company, pursuant to a written
      Company Order, the Trustee shall hold and dispose of any such amount paid to
      it
      by the Purchasers to the Holders in the same manner as it would money deposited
      with it by the Company for the redemption of Securities. Without the Trustee’s
      prior written consent expressly authorizing a change, 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 with any such arrangement
      for the purchase and conversion of any Securities between the Company and such
      Purchasers, including the costs and expenses, including reasonable legal fees,
      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
      XII

    CONVERSION
      OF THE SECURITIES

     

    SECTION
      12.1 Conversion
      Privilege.

     

    (1) Subject
      to the provisions of this Article XII, a Holder of a Security may convert
      each $1,000 principal amount of Securities into cash and Common Stock, if any,
      at the Conversion Price if any of the conditions described in clauses (i),
      (ii),
      (iii), (iv), (v) or (vi) below is satisfied.

     

    (i) during
      any fiscal quarter (the “Quarter”) commencing after the Issue Date, if the
      Common Stock Price for at least 20 Trading Days in the period of 30 consecutive
      Trading Days ending on the last Trading Day of the Quarter immediately preceding
      such Quarter (appropriately adjusted to take into account the occurrence, during
      such 30 consecutive Trading Day period, of any

     

    
      
        
        

      

      
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    event
      requiring adjustment of the Conversion Price under this Indenture) is more
      than
      130% of the Conversion Price on such 30th Trading Day;

     

    (ii) during
      the five consecutive Business Day period after any five consecutive Trading
      Day
      period in which the Trading Price per U.S.$1,000 principal amount of Securities,
      as determined following a request by a Holder in accordance with the procedures
      described below in Section 12.1(5), for each day of that period was less than
      98% of the product of the Common Stock Price for each day of that period and
      the
      then-current Conversion Rate;

     

    (iii)  such
      Security has been called for redemption by the Company pursuant to
      Section 11.1 and the redemption has not yet occurred, so long as the Holder
      surrenders such Security for conversion prior to the close of business on the
      date that is one Business Day prior to the applicable Redemption Date, even
      if
      the Security is not otherwise convertible at such time;

     

    (iv) (A) a
      distribution to all or substantially all holders of Common Stock of rights,
      warrants or options entitling them (for a period commencing no earlier than
      the
      date of distribution and expiring not more than 60 days after the date of
      distribution) to subscribe for or purchase shares of Common Stock at a price
      less than the average Common Stock Price for the 10 Trading Days immediately
      preceding the date such distribution was first publicly announced;
      or

     

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

     

    provided
      that the
      Holder shall have no right to convert any Security pursuant to this Section
      12.1(1)(iv) if the Holder of a Security otherwise participates in the
      distribution described in this Section 12.1(1)(iv) on an as-converted basis
      solely into Common Stock at the then applicable Conversion Price without
      conversion of such Holder’s Securities;

     

    (v) if
      the
      Company is party to a Fundamental Change or a consolidation, merger, share
      exchange, sale of all or substantially all of its properties and assets or
      other
      similar transaction, in each case pursuant to which the Common Stock is subject
      to conversion into cash, securities or other property, at any time from and
      after the 20th
      scheduled Trading Day prior to the anticipated effective date of such
      transaction and ending on the 20th
      Trading
      Day following the effective date of such transaction. The Company shall give
      written notice to all Holders and the Trustee at least 30 scheduled Trading
      Days
      prior to the anticipated effective date of such transaction; or

     

    (vi) at
      any
      time during the period beginning 30 days prior to, but excluding, any Repurchase
      Date or March 15, 2027.

     

    (2) If
      a
      Holder elects to convert its Securities in connection with a corporate
      transaction that occurs on or prior to March 15, 2010, which constitutes a
      Fundamental Change (other than

     

    
      
        
        

      

      
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    relating
      to the composition of the Company’s Board of Directors as described in clause
      (i) of the definition of Fundamental Change in Section 14.3(2)), then the
      Conversion Rate of the Securities being converted by such Holder at that time
      shall be increased so that such Holder will be entitled to receive, in addition
      to the cash and Common Stock such Holder is otherwise entitled to receive,
      a
      number of additional shares of Common Stock (the “Additional Shares”) determined
      in the manner set forth below; provided that if the Share Price in such
      transaction is equal to or greater than U.S.$176.65 or less than U.S.$35.33
      (subject in each case to adjustment as described below), no increase in the
      Conversion Rate shall be made; and provided further that in no event will the
      Conversion Rate exceed 27.9976 per U.S.$1,000 principal amount of Securities,
      subject to adjustments in the same manner as the Conversion Price as set forth
      in this Indenture. For the avoidance of doubt, the adjustment provided for
      in
      this Section 12.1(2) shall only be made with respect to the Securities being
      converted in connection with such Fundamental Change on or prior to
      March 15, 2009 and shall not be effective as to any Securities not so
      converted.

     

    The
      increase in the Conversion Rate expressed as a number of Additional Shares
      per
      U.S.$1,000 principal amount of Securities will be determined by the Company
      by
      reference to the table attached as Schedule A hereto, based on the date the
      corporate transaction becomes effective (the “Effective Date”) and the share
      price paid per share of Common Stock in the corporate transaction (the “Share
      Price”); provided that if holders of the Common Stock receive only cash in such
      corporate transaction, the Share Price shall be the cash amount paid per share.
      Otherwise, the Share Price will be the average of the Common Stock Price on
      the
      five Trading Days prior to but not including the Effective Date; provided further
      that if
      the Share Price is between two Share Price amounts in the table or the Effective
      Date is between two Effective Dates in the table, the Company shall determine
      the number of Additional Shares by a straight-line interpolation between the
      number of Additional Shares set forth for the higher and lower Share Price
      amounts and the two dates, as applicable, based on a 365-day year. 

     

    The
      Share
      Prices set forth in the first row of the table (i.e., column headers) in
      Schedule A hereto will be adjusted as of any date on which the Conversion
      Price of the Securities is adjusted pursuant to the Indenture. The adjusted
      Share Prices will equal the Share Prices applicable immediately prior to such
      adjustment, multiplied by a fraction, the numerator of which is the Conversion
      Price immediately prior to the adjustment giving rise to the Common Stock Price
      adjustment and the denominator of which is the Conversion Price as so adjusted.
      The number of Additional Shares will be adjusted in the same manner as the
      Conversion Price as set forth in this Indenture.

     

    (3) In
      the
      case of the foregoing Sections 12.1(1)(iv)(A) and 12.1(1)(iv)(B), the
      Company shall cause a notice of such distribution to be filed with the Trustee
      and the Conversion Agent and to be mailed to each Holder of Securities no later
      than 20 days prior to the Ex-Dividend Date for such distribution. Once the
      Company has given such notice, Holders may surrender their Securities for
      conversion at any time thereafter until the earlier of the close of business
      on
      the Business Day prior to the Ex-Dividend Date or the Company’s announcement
      that such distribution will not take place. The “Ex-Dividend Date” for any such
      distribution means the date immediately prior to the commencement of
“ex-dividend” trading for such distribution on the Nasdaq Global Select
      Market

     

    
      
        
        

      

      
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    or
      such
      other United States national securities exchange or system of automated
      dissemination of quotations of securities prices on which the Common Stock
      is
      then listed or quoted.

     

    (4) For
      each
      Quarter of the Company commencing after the Issue Date, the Company, or at
      the
      request of the Company, the Conversion Agent, on behalf of the Company, will
      determine, on the first Business Day following the last Trading Day of the
      prior
      Quarter, whether the Securities are convertible pursuant to clause (i) of
      Section 12.1(1), and, if so, will notify the Trustee and the Company in writing.
      

     

    (5) The
      Trustee shall have no obligation to determine the Trading Price of the
      Securities and whether the Securities are convertible pursuant to clause (ii)
      of
      Section 12.1(1) unless the Company has requested such determination; and the
      Company shall have no obligation to make such request unless a Holder of the
      Securities provides the Company with reasonable evidence that the Trading Price
      per U.S.$1,000 principal amount of Securities is reasonably likely to be less
      than 98% of the product of the Common Stock Price and the Conversion Rate then
      in effect per U.S.$1,000 principal amount of Securities. At such time, the
      Company shall instruct the Trustee to determine the Trading Price of the
      Securities beginning on the next Trading Day and on each successive Trading
      Day
      until the Trading Price per U.S.$1,000 principal amount of Securities is greater
      than 98% of the product of (A) the Common Stock Price and (B) the then
      current Conversion Rate, and to notify the Company accordingly.

     

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

     

    If
      a
      Security is called for redemption pursuant to Section 11.1, in order to
      convert such Security if such Security is then convertible pursuant to the
      terms
      of the Indenture, the Holder must deliver the Security to the Conversion Agent
      (or, if the Security is held in book-entry form, complete and deliver to the
      Depositary appropriate instructions in accordance with the Applicable
      Procedures) at any time prior to the close of business on the day that is one
      Business Day prior to the applicable Redemption Date (unless the Company shall
      default in paying the Redemption Price when due, in which case the conversion
      right shall terminate on the date such default is cured and such Security is
      redeemed). A Security in respect of which a Holder has delivered a Repurchase
      Notice pursuant to Article XIII or a similar notice pursuant to
      Section 14.2 exercising the option of such Holder to require the Company to
      repurchase such Security may be converted only if such Repurchase Notice or
      Fundamental Change Company Notice, as the case may be, is withdrawn by a written
      notice of withdrawal delivered to the Paying Agent prior to the close of
      business on the Business Day prior to the Repurchase Date or the Fundamental
      Change Repurchase Date, as the case may be, in accordance with Article XIII
      or Article XIV.

     

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

     

    
      
        
        

      

      
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    SECTION
      12.2 Conversion
      Procedure.

     

    (1) To
      convert a Security, a Holder must (i) if the Security is in definitive
      form, complete and manually sign the irrevocable conversion notice on the back
      of the Security and deliver such notice to the Conversion Agent, (ii) if
      the Security is in definitive form, surrender the Security to the Conversion
      Agent, (iii) if the Security is in definitive form, furnish appropriate
      endorsements and transfer documents if required by the Security Registrar or
      the
      Conversion Agent, (iv) pay any transfer or other tax, if required by
      Section 12.3 and (v) if the Security is held in book-entry form,
      complete and deliver to the Depositary appropriate instructions pursuant to
      the
      Applicable Procedures. As promptly as practicable after the later of the
      Conversion Date and the date that all calculations necessary to make such
      payment and delivery have been made, but in no event later than three Business
      Days after the later of those days, the Company shall deliver to the Holder
      through the Conversion Agent cash and shares of Common Stock in the amounts
      calculated in accordance with Section 12.14.

     

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

     

    (3) No
      payment or adjustment will be made for accrued but unpaid interest (including
      Additional Interest, if any) on a converted Security or for dividends or
      distributions on shares of Common Stock issued upon conversion of a Security.
      The Company shall not adjust the Conversion Price to account for the accrued
      but
      unpaid interest. Notwithstanding the foregoing, if Securities are converted
      after the close of business on a Regular Record Date and prior to the opening
      of
      business on the next Interest Payment Date, including the date of maturity,
      Holders of such Securities at the close of business on such Regular Record
      Date
      shall receive the accrued but unpaid interest (including Additional Interest,
      if
      any) payable on such Securities on the corresponding Interest Payment Date
      notwithstanding the conversion. In such event, such Security, when surrendered
      for conversion, must be accompanied by delivery of a check payable to the
      Conversion Agent in an amount equal to the accrued but unpaid interest
      (including Additional Interest, if any) payable on such Interest Payment Date
      on
      the portion so converted. If such payment does not accompany such Security,
      the
      Security shall not be converted; provided that no such check shall be
      required (i) if such Security has been called for redemption, (ii) if the
      Company has specified a Fundamental Change Repurchase Date, (iii) to the extent
      of any overdue interest, if any overdue interest exists at the time of
      conversion with respect to such Security; or (iv) in respect of any conversions
      that occur (a) between the Record Date immediately preceding a Repurchase Date
      and the related Repurchase Date

     

    
      
        
        

      

      
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    and
      (b)
      after the Record Date immediately preceding March 15, 2027. If the Company
      defaults in the payment of interest (including Additional Interest, if any)
      payable on the Interest Payment Date, the Conversion Agent shall promptly repay
      such funds to the Holder.

     

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

     

    SECTION
      12.3 Taxes
      on
      Conversion.

     

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

     

    SECTION
      12.4 Company
      to Provide Stock. 

     

    The
      Company shall, prior to issuance of any Securities hereunder, and from time
      to
      time as may be necessary, reserve, out of its authorized but unissued Common
      Stock, a sufficient number of shares of Common Stock to permit the conversion
      of
      all outstanding Securities into shares of Common Stock. The certificates
      representing the shares of Common Stock issued upon conversion of Restricted
      Securities shall bear a legend substantially in the form set forth in
      Section 2.2 of the Form of Security.

     

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

     

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

     

    SECTION
      12.5 Adjustment
      of Conversion Price.

     

    The
      Conversion Price shall be adjusted (without duplication) from time to time
      by
      the Company as follows:

     

    (1) In
      case
      the Company shall (i) pay a dividend or other distribution in shares of
      Common Stock to all or substantially all holders of Common Stock,
      (ii) subdivide its outstanding

     

    
      
        
        

      

      
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    Common
      Stock into a greater number of shares or (iii) combine its outstanding
      Common Stock into a smaller number of shares, the Conversion Price shall be
      adjusted so that the Holder of any Security thereafter surrendered for
      conversion shall be entitled to receive the number of shares of Common Stock
      which it would have owned or been entitled to receive had such Security been
      converted immediately prior to the happening of such event. For the purposes
      of
      calculating the Conversion Price adjustment pursuant to this Section 12.5(1),
      Holders of a Security shall be treated as if they had the right to convert
      the
      Security solely into Common Stock at the then applicable Conversion Price.
      An
      adjustment made pursuant to this Section 12.5(1) shall become effective
      immediately after the record date in the case of a dividend or distribution
      and
      shall become effective immediately after the effective date in the case of
      subdivision, combination or reclassification.

     

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

     

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

     

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

     

    provided
      that no
      adjustment will be made if Holders of the Securities are entitled to participate
      in the distribution on substantially the same terms as holders of the Common
      Stock as if such Holders had converted their Securities solely into Common
      Stock
      immediately prior to such distribution at the then applicable Conversion Price.
      Such adjustment shall be made successively whenever any such rights, warrants
      or
      options are issued, and shall become effective immediately after such record
      date. If at the end of the period during which such rights, warrants or options
      are exercisable not all rights, warrants or options shall have been exercised,
      the adjusted Conversion Price shall be immediately readjusted to what it would
      have been upon application of the foregoing adjustment substituting the number
      of additional shares of Common Stock actually issued (or the number of shares
      of
      Common Stock issuable upon conversion of convertible securities actually issued)
      for the total number of shares of Common Stock offered (or convertible
      securities offered).

     

    
      
        
        

      

      
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    (3) In
      case
      the Company shall distribute to all or substantially all holders of Common
      Stock
      any shares of Capital Stock of the Company (other than Common Stock) or
      evidences of its indebtedness, other securities or other assets, or shall
      distribute to all holders of Common Stock, rights (other than the rights
      distributed pursuant to the Rights Plan, if any, to the extent that such rights
      have been distributed to the holders of the Securities as described below),
      warrants or options to subscribe for or purchase any of its securities
      (excluding (i) those rights, options and warrants referred to in Section
      12.5(2); (ii) those dividends, distributions, subdivisions and combinations
      referred to in Section 12.5(1); and (iii) those dividends and distributions
      paid in cash referred to in Section 12.5(5)), then in each such case the
      Conversion Price shall be decreased so that the same shall equal the price
      determined by multiplying the Conversion Price in effect immediately prior
      to
      the date of such distribution by a fraction, 

     

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

     

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

     

    such
      adjustment to become effective immediately after the record date for such
      distribution; provided
      that if
      the numerator of the foregoing fraction is less than $1.00 (including a negative
      amount), then in lieu of the foregoing adjustment, adequate provision shall
      be
      made so that each Holder shall have the right to receive upon conversion, in
      addition to the cash and Common Stock issuable upon such conversion, the
      distribution such Holder would have received had such Holder converted its
      Security solely into Common Stock at the then applicable Conversion Price
      immediately prior to the record date for such distribution; provided that no
      adjustment will be made if Holders of the Securities are entitled to participate
      in the distribution on substantially the same terms as holders of the Common
      Stock as if such Holders had converted their Securities solely into Common
      Stock
      immediately prior to such distribution at the then applicable Conversion
      Price;

     

    Notwithstanding
      the foregoing, if the distribution by the Company to all or substantially all
      holders of its Common Stock consists of Capital Stock of, or similar Equity
      Interests in, a Subsidiary or other business unit of the Company (unless such
      Capital Stock or similar Equity Interests are distributed to holders in such
      distribution as if such holders had converted their Securities into Common
      Stock), the Conversion Price shall be decreased so that the same shall be equal
      to the rate determined by multiplying the Conversion Price in effect on the
      record date with respect to such distribution by a fraction:

     

    (i) the
      numerator of which shall be the average Common Stock Price over the Spinoff
      Valuation Period; and

     

    (ii) the
      denominator of which shall be the sum of (x) the average Common Stock Price
      over the ten (10) consecutive Trading Day period (the “Spinoff Valuation
      Period”)

     

    
      
        
        

      

      
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    commencing
      on and including the fifth Trading Day after the date on which “ex-dividend
      trading” commences for such dividend or distribution on the Nasdaq National
      Market or the New York Stock Exchange or such other quotation system or national
      or regional exchange or market on which the Common Stock is then listed or
      quoted plus (y) the average fair market value (as determined by the Board
      of Directors and described in a resolution of the Board of Directors, which
      determination shall equal the average closing sale price where such closing
      sale
      price is available) over the Spinoff Valuation Period of the portion of the
      assets so distributed applicable to one share of Common Stock,

    
       

    

    such
      adjustment to become effective immediately prior to the opening of business
      on
      the day following such record date; provided that the Company may in lieu of
      the
      foregoing adjustment make adequate provision so that each Holder shall have
      the
      right to receive upon conversion the amount of the distribution such Holder
      would have received had such Holder converted its Security on the record date
      with respect to such distribution. If any dividend or distribution of the type
      described in this Section 12.5(3) is declared but not so paid or made, such
      adjustment to the Conversion Price shall be reversed. In any case in which
      this
      paragraph is applicable, Section 12.5(1), Section 12.5(2) and the first
      paragraph of this Section 12.5(3) shall not be applicable.

     

    To
      the
      extent that the Company has a share rights plan (“Rights Plan”) in effect upon
      conversion of Securities, the Holders of the Securities will receive, in
      addition to the Principal Amount and the Net Shares, the rights under the Rights
      Plan, unless the rights have separated from the Common Stock at the time of
      the
      conversion, and, as a result, upon conversion of the Securities, the Holder
      of
      the Securities would not be entitled to receive the rights, then in such case
      the Conversion Price will be adjusted as described in this Section
      12.5(3).

     

    (4) In
      case
      the Company or any Subsidiary of the Company makes a payment in respect of
      a
      tender or exchange offer to holders of Common Stock where the cash and value
      of
      any other consideration included in the payment per share exceeds the Common
      Stock Price on the last Trading Day prior to the Offer Expiration Time, the
      Conversion Price shall be decreased so that the same shall equal the price
      determined by multiplying the Conversion Price in effect immediately prior
      to
      the Offer Expiration Time by a fraction,

     

    (i) the
      numerator of which shall be the number of shares of Common Stock outstanding
      (including any tendered or exchanged shares) at the last time (the “Offer
      Expiration Time”) tenders or exchanges may be made pursuant to such tender or
      exchange offer (as it may be amended) multiplied by the Common Stock Price
      on
      the Trading Day next succeeding the Offer Expiration Time, and 

     

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

     

    
      
        
        

      

      
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    any
      Purchased Shares) at the Offer Expiration Time and the Common Stock Price on
      the
      Trading Day next succeeding the Offer Expiration Time,

     

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

     

    (5) In
      case
      the Company shall declare a cash dividend or cash distribution during any of
      the
      Company’s quarterly fiscal periods to all or substantially all of the holders of
      Common Stock, in an aggregate amount that together with other cash dividends
      or
      distributions made during such quarterly fiscal period, exceeds the product
      of
      $0.075 (appropriately adjusted from time to time for any share dividends on
      or
      subdivisions of Common Stock) multiplied by the number of shares of Common
      Stock
      outstanding on the record date for such distribution, the Conversion Price
      shall
      be decreased so that the Conversion Price shall equal the price determined
      by
      multiplying the Conversion Price in effect immediately prior to the record
      date
      for such dividend or distribution by a fraction,

     

    (i) the
      numerator of which shall be the average of the Common Stock Price for the three
      consecutive Trading Days ending on the Trading Day immediately preceding the
      record date for such dividend or distribution (the “Pre-Dividend Sale Price”),
      minus the amount of the dividend or distribution to the extent payable in cash
      applicable to one share of Common Stock that exceeds $0.075 (appropriately
      adjusted from time to time for any share dividends on, or subdivisions of,
      the
      Company’s Common Stock), and 

     

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

     

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

     

    (6) [Reserved].

     

    (7) In
      any
      case in which this Section 12.5 shall require that an adjustment be made
      immediately following a record date established for purposes of this
      Section 12.5, the Company may elect to defer (but only until three Business
      Days following the filing by the Company with the

     

    
      
        
        

      

      
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    Trustee
      of the certificate described in Section 12.9) issuing to the holder of any
      Security converted after such record date the cash, shares of Common Stock
      and
      other Capital Stock of the Company issuable upon such conversion over and above
      the cash, shares of Common Stock and other Capital Stock of the Company issuable
      upon such conversion only on the basis of the Conversion Price prior to
      adjustment; and, in lieu of the cash and shares the issuance of which is so
      deferred, the Company shall issue or cause its transfer agents to issue due
      bills or other appropriate evidence of the right to receive such
      shares.

     

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

     

    (9) Notwithstanding
      the foregoing, in no event will the Conversion Rate exceed 27.9976 per $1,000
      principal amount of notes, subject to adjustments in the same manner as the
      events described in clauses (1) through (5) above. Further, notwithstanding
      anything in this Section 12.5 to the contrary (subject only to the provisions
      of
      the second succeeding sentence), the Conversion Rate shall not exceed 44.0480
      per $1,000 principal amount of the notes, other than as a result of proportional
      adjustments to the conversion rate in the manner set forth in clauses (1)
      through (3) above (the limitations on the Conversion Rate set forth in this
      sentence are herein referred to as the “Conversion Rate Cap”). The Company
      agrees not to take any action described in Sections 12.1(4) or 12.1(5)
      above if, as a result of such action, the Conversion Rate adjustment that would
      otherwise be made pursuant to the provisions of (4) or (5) would be limited
      by
      the Conversion Rate Cap, unless such action would not result in a violation
      of
      NASD Rule 4350 as such rule or successor to such rule may be then in effect
      and interpreted by the NASD (or any similar rule of any other stock exchange
      which is the primary exchange upon which the Common Stock is listed). If such
      action would not result in a violation of NASD Rule 4350, or any successor
      rule or similar rule of any other stock exchange which is the primary exchange
      upon which the Common Stock is then listed, then the Conversion Rate Cap shall
      not apply to such action taken by the Company.

     

    SECTION
      12.6 No
      Adjustment.

     

    No
      adjustment in the Conversion Price shall be required unless the adjustment
      would
      require an increase or decrease of at least 1% in the Conversion Price then
      in
      effect; provided
      that any
      adjustments which by reason of this Section 12.6 are not required to be
      made shall be carried forward and taken into account in any subsequent
      adjustment. Regardless of whether the aggregate adjustment is less than 1%,
      the
      Company will make such carried forward adjustments upon conversion of the
      Securities, within one year of the first such adjustment carried forward, if
      the
      Company has called the Securities for redemption, upon a Fundamental Change,
      upon the Maturity of the Securities or when a Holder converts its Securities.
      All calculations under this Article XII shall be made to the nearest cent,
      with one-half cent rounded up, or to the nearest one thousandth (0.001) of
      a
      share, with each one-half thousandth (0.0005) of a share being rounded up,
      as
      the case may be.

     

    
      
        
        

      

      
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    No
      adjustment need be made upon the issuance of Common Stock under any present
      or
      future employee benefits plan or program of the Company or in connection with
      an
      acquisition made by the Company. 

     

    No
      adjustment need be made upon the issuance of Common Stock pursuant to
      (i) the exercise of any options, warrants or rights to purchase such Common
      Stock, (ii) the exchange of any exchangeable securities for such Common
      Stock or (iii) the conversion of any convertible securities into such
      Common Stock, in each case so long as such option, warrant, right to purchase,
      exchangeable security or convertible security is outstanding at the Issue
      Date.

     

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

     

    SECTION12.8  Equivalent
      Adjustments.

     

    If,
      as a
      result of an adjustment made pursuant to Section 12.5 above, the Holder of
      any Security thereafter surrendered for conversion shall become entitled to
      receive any shares of Capital Stock of the Company other than shares of Common
      Stock, thereafter the Conversion Price of such other shares so receivable upon
      conversion of any Securities shall be subject to adjustment from time to time
      in
      a manner and on terms as nearly equivalent as practicable to the provisions
      with
      respect to Common Stock contained in this Article XII.

     

    SECTION
      12.8 Adjustment
      for Tax Purposes.

     

    The
      Company shall be entitled to make such reductions in the Conversion Price,
      in
      addition to those required by Section 12.5, as the Board of Directors in
      its discretion shall determine to be advisable in order that any stock
      dividends, subdivisions of shares, distributions of rights to purchase stock
      or
      other securities, or distributions of securities convertible into or
      exchangeable for stock hereafter made by the Company to its holders of Common
      Stock shall not be taxable to such holders.

     

    SECTION
      12.9 Notice
      of
      Adjustment.

     

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

     

    SECTION
      12.10 Notice
      of
      Certain Transactions.

     

    In
      case:

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    the
      Company shall cause to be filed with the Trustee and the Conversion Agent and
      to
      be mailed to each Holder of Securities as promptly as possible but in any event
      at least ten days prior to the applicable date hereinafter specified, a notice
      stating (x) the date on which a record is to be taken for the purpose of
      such dividend, distribution or rights, warrants or options, or, if a record
      is
      not to be taken, the date as of which the holders of Common Stock of record
      to
      be entitled to such dividend, distribution or rights are to be determined,
      or
      (y) the date on which such reclassification, consolidation, merger, share
      exchange, sale, transfer, dissolution, liquidation or winding-up is expected
      to
      become effective or occur, and the date as of which it is expected that holders
      of Common Stock of record shall be entitled to exchange their Common Stock
      for
      securities or other property deliverable upon such reclassification,
      consolidation, merger, share exchange, sale, transfer, dissolution, liquidation
      or winding-up. Failure to give such notice, or any defect therein, shall not
      affect the legality or validity of such dividend, distribution,
      reclassification, consolidation, merger, sale, share exchange, transfer,
      dissolution, liquidation or winding-up.

     

    SECTION
      12.11 Effect
      of
      Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion
      Privilege.

     

    If
      any of
      the following shall occur, namely: (i) any reclassification or change of
      outstanding shares of Common Stock (other than a change in par value, or from
      par value to no par value, or from no par value to par value, or as a result
      of
      a subdivision or combination); (ii) any consolidation, combination, merger
      or share exchange to which the Company is a party other than a merger in which
      the Company is the resulting or surviving corporation and which does not result
      in any reclassification of, or change (other than a change in name, or par
      value, or from par value to no par value, or from no par value to par value,
      or
      as a result of a subdivision or combination) in, outstanding shares of Common
      Stock; or (iii) any sale or conveyance of all or substantially all of the
      properties and assets of the Company, then the Company, or such successor or
      purchasing corporation, as the case may be, shall, as a condition precedent
      to
      such reclassification, change, consolidation, merger, share exchange, sale
      or
      conveyance, execute and deliver to the Trustee a supplemental indenture
      providing that the Holder of each Security then outstanding shall have the
      right
      to convert such Security into the kind and amount of cash, securities or other
      property receivable upon such reclassification, change, consolidation, merger,
      share exchange, sale or conveyance by a holder of the number of shares of Common
      Stock equal to the Conversion Rate of such Security immediately prior to such
      reclassification, change, consolidation, merger, share exchange, sale
      or

     

    
      
        
        

      

      
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    conveyance.
      Such supplemental indenture shall (a) provide for adjustments of the
      Conversion Price which shall be as nearly equivalent as may be practicable
      to
      the adjustments of the conversion privilege and Conversion Price provided for
      in
      this Article XII, (b) set forth appropriate modifications to the means
      of determining the Conversion Value and other settlement provisions specified
      in
      Section 12.14 so as to be, in the good faith determination of the Company’s
      Board of Directors, nearly equivalent to such provisions as may be practicable
      (except for in the case of a Non-Stock Fundamental Change pursuant to Section
      12.1(2)) and (c) specify the Conversion Price immediately after such
      transactions. If, in the case of any such consolidation, merger, share exchange,
      sale or conveyance, the stock or other securities and property (including cash)
      receivable thereupon by a holder of Common Stock includes shares of Capital
      Stock or other securities and property of a corporation other than the successor
      or purchasing corporation, as the case may be, in such consolidation, merger,
      share exchange, sale or conveyance, then such supplemental indenture shall
      also
      be executed by such other corporation and shall contain such additional
      provisions to protect the interests of the Holders of the Securities as the
      Board of Directors shall reasonably consider necessary by reason of the
      foregoing. The provision of this Section 12.11 shall similarly apply to
      successive consolidations, mergers, share exchanges, sales or conveyances.
      Notwithstanding the foregoing, a distribution by the Company to all or
      substantially all holders of Common Stock for which an adjustment to the
      Conversion Price or provision for conversion of the Securities may be made
      pursuant to Section 12.5 shall not be deemed to be a sale or conveyance of
      all or substantially all of the properties and assets of the Company for
      purposes of this Section 12.11.

     

    In
      the
      event the Company shall execute a supplemental indenture pursuant to this
      Section 12.11, the Company shall promptly file with the Trustee an Opinion
      of Counsel stating that such supplemental indenture is authorized or permitted
      by this Indenture and an Officers’ Certificate briefly stating the reasons
      therefor, the kind or amount of cash, securities or other property receivable
      by
      Holders of the Securities upon the conversion of their Securities after any
      such
      reclassification, change, consolidation, merger, share exchange, sale or
      conveyance, any adjustment to be made with respect thereto and that all
      conditions precedent have been complied with.

     

    SECTION
      12.12 Trustee’s
      Disclaimer.

     

    The
      Trustee has no duty to determine when an adjustment under this Article XII
      should be made, how it should be made or what such adjustment should be made,
      but may accept as conclusive evidence of the correctness of any such adjustment,
      and shall be fully protected in relying upon, the Officers’ Certificate with
      respect thereto which the Company is obligated to file with the Trustee pursuant
      to Section 12.9. The Trustee shall not be accountable for and makes no
      representation as to the validity or value of any securities or assets issued
      upon conversion of Securities, and the Trustee shall not be responsible for
      the
      Company’s failure to comply with any provisions of this Article XII. Each
      Conversion Agent (other than the Company or an Affiliate of the Company) shall
      have the same protection under this Section 12.12 as the
      Trustee.

     

    
      
        
        

      

      
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    The
      Trustee shall not be under any responsibility to determine the correctness
      of
      any provisions contained in any supplemental indenture executed pursuant to
      Section 12.11, but may accept as conclusive evidence of the correctness
      thereof, and shall be protected in relying upon, the Officers’ Certificate with
      respect thereto which the Company is obligated to file with the Trustee pursuant
      to Section 12.11.

     

    SECTION
      12.13 Voluntary
      Reduction.

     

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

     

    SECTION
      12.14 Conversion
      Value of Securities Tendered.

     

    (1) The
      Company will satisfy
      its obligation to convert a Holder’s Security pursuant to Section 12.1 with
      respect to each $1,000 principal amount of Notes tendered for conversion in
      cash
      and shares of fully paid Common Stock, if applicable, as follows:

     

    (A) cash
      in an amount equal to the lesser of (1) $1,000 and (2) the Conversion
      Value; and (B) if the Conversion Value is greater than $1,000, a number of
      shares of Common Stock equal to the sum of the Daily Share Amounts for each
      of
      the ten consecutive Trading Days in the Conversion Reference Period,
      appropriately adjusted to reflect stock splits, stock dividends, combinations
      or
      similar events occurring during the Conversion Reference Period.

     

    (2) For
      the
      purposes of Section 12.14(1) in the event that any of Conversion Value, Daily
      Share Amounts, Volume Weighted Average Price or any other computation required
      of this Section 12.14 cannot be determined or do not produce results consistent
      with the provisions of this Article XII for all portions of the Conversion
      Reference Period, the Company’s Board of Directors shall in good faith determine
      the values necessary to calculate the Conversion Value, Daily Share Amounts
      and
      Volume Weighted Average Price, as applicable.

     

    (3) The
      Company will not issue fractional shares of Common Stock upon conversion of
      Securities. If more than one Security shall be surrendered for conversion at
      one
      time by the same Holder, the number of full shares that shall be issuable upon
      conversion shall be computed on the basis of the aggregate principal amount
      of
      the Securities (or specified portions thereof to the extent permitted hereby)
      so
      surrendered. In lieu of any fractional shares, the Company will pay an amount
      in
      cash for the current market value of the fractional shares. The current market
      value of a fractional share shall be determined (calculated to the nearest
      1/100th of a share) by multiplying the arithmetic average of the Volume Weighted
      Average Price of the Common Stock for each of the ten consecutive Trading Days
      of the Conversion Reference Period by such fractional share and rounding the
      product to the nearest whole cent.

     

    
      
        
        

      

      
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    (4) Except
      as
      provided in Section 12.2(3), delivery of the cash obligation upon conversion,
      Daily Share Amount and cash in lieu of fractional shares shall be deemed to
      satisfy the Company’s obligation to pay the principal amount of a converted
      Security and accrued but unpaid interest (including Additional Interest, if
      any)
      thereon. Any accrued interest (including Additional Interest, if any) payable
      on
      a converted Security shall be deemed paid in full rather than canceled,
      extinguished or forfeited.

     

    (5) Neither
      the Trustee nor the Conversion Agent has any duty to determine or calculate
      the
      Conversion Value, Daily Conversion Value, Daily Share Amount, the number of
      shares of Common Stock to be issued upon conversion, if any, or any other
      computation required under this Article XII, all of which shall be
      determined by the Company in accordance with the provisions of this Indenture,
      and the Trustee and Conversion Agent shall not be under any responsibility
      to
      determine the correctness of any such determinations and/or calculations and
      may
      conclusively rely on the correctness thereof. 

     

    SECTION
      12.15 Simultaneous
      Adjustments.

     

    In
      the
      event that this Article XII requires adjustments to the Conversion Price
      under more than one of Sections 12.5(1) and (3), and the record dates for
      the distributions giving rise to such adjustments shall occur on the same date,
      then such adjustments shall be made by applying, first, the provisions of
      Section 12.5(3), as applicable, and, second, the provisions of Section 12.5(1).
      If more than one event requiring adjustment pursuant to Section 12.5 shall
      occur before completing the determination of the Conversion Price for the first
      event requiring such adjustment, then the Board of Directors (whose
      determination shall, if made in good faith, be conclusive) shall make such
      adjustments to the Conversion Price (and the calculation thereof) after giving
      effect to all such events as shall preserve for Holders the Conversion Price
      protection provided in Section 12.5.

     

    ARTICLE
      XIII

    REDEMPTION
      AND REPURCHASES

     

    SECTION
      13.1 Repurchase
      of Securities at Option of the Holder on Specified Dates. 

     

    (1) At
      the
      option of the Holder, the Company shall repurchase on March 15, 2009, June
      15,
      2009, September 15, 2009, December 15, 2009, March 15, 2010, March 15, 2012,
      March 15, 2017 and March 15, 2022 (each, a “Repurchase Date”) all or a portion
      of the Securities held by such Holder for cash at a price per Security equal
      to
      100% of the aggregate principal amount of the Security (the “Repurchase Price”),
      together with accrued but unpaid interest (including Additional Interest, if
      any) thereon, up to but not including the Repurchase Date.

     

    Securities
      shall be repurchased pursuant to this Section 13.1 at the option of the
      Holder thereof upon:

     

    (i) delivery
      to the Company and the Paying Agent by the Holder of a written notice (a
“Repurchase Notice”) at any time from the opening of business on the date that
      is 30

     

    
      
        
        

      

      
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    Business
      Days prior to the Repurchase Date until the close of business on such Repurchase
      Date stating:

     

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

     

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

     

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

     

    (ii) delivery
      or book-entry transfer of such Security to the Paying Agent prior to, on or
      after the Repurchase Date (together with all necessary endorsements) at the
      offices of the Paying Agent, such delivery being a condition to receipt by
      the
      Holder of the Repurchase Price therefor, together with accrued but unpaid
      interest (including Additional Interest, if any); provided that the Repurchase
      Price, together with accrued but unpaid interest (including Additional Interest,
      if any) thereon, shall be so paid pursuant to this Section 13.1 only if the
      Security so delivered to the Paying Agent shall conform in all respects to
      the
      description thereof in the related Repurchase Notice.

     

    The
      Company shall repurchase from the Holder thereof, pursuant to this
      Section 13.1, a portion of a Security if the principal amount of such
      portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of
      this
      Indenture that apply to the repurchase of all of a Security also apply to the
      repurchase of a portion of a Security.

     

    Any
      repurchase by the Company contemplated pursuant to the provisions of this
      Section 13.1 shall be consummated by the delivery to the Paying Agent of
      the Repurchase Price, together with accrued but unpaid interest (including
      Additional Interest, if any) thereon, to be received by the Holder promptly
      following the later of the Repurchase Date and the time of delivery or
      book-entry transfer of the Security to the Paying Agent in accordance with
      this
      Section 13.1.

     

    Notwithstanding
      anything herein to the contrary, any Holder delivering to the Paying Agent
      the
      Repurchase Notice contemplated by this Section 13.1(1) shall have the right
      to
      withdraw such Repurchase Notice at any time prior to the close of business
      on
      the Repurchase Date by delivery of a written notice of withdrawal to the Paying
      Agent at the principal office of the Paying Agent in accordance with
      Section 13.2.

     

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

     

    (2) Company
      Repurchase Notice. In connection with any repurchase of Securities pursuant
      to
      this Section 13.1, the Company shall give written notice of the Repurchase
      Date to the

     

    
      
        
        

      

      
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    Holders
      (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent
      by first-class mail to the Trustee and to each Holder not less than 30 Business
      Days prior to any Repurchase Date. Each Company Repurchase Notice shall include
      a form of Repurchase Notice to be completed by a Holder and shall
      state:

     

    (i) the
      Repurchase Price, the Conversion Price and accrued, but unpaid interest, if
      any
      (including Additional Interest, if any) to, but excluding, the Repurchase Date;
      

     

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

     

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

     

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

     

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

     

    (vi) the
      procedures the Holder must follow under this Section 13.1;

     

    (vii) the
      conversion rights of the Securities; 

     

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

     

    (ix) the
      CUSIP
      number of the Securities; and 

     

    (x) the
      procedures for withdrawing a Repurchase Notice (as specified in
      Section 13.2).

     

    At
      the
      Company’s request, which shall be made at least three Business Days prior to the
      date by which the Company Repurchase Notice is to be given to the Holders in
      accordance with this Section 13.1, and at the Company’s expense, the
      Trustee shall give the Company Repurchase Notice in the Company’s name; provided
      that, in all cases, the text of the Company Repurchase Notice shall be prepared
      by the Company.

     

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

     

    
      
        
        

      

      
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    SECTION
      13.2 Effect
      of
      Repurchase Notice.

     

    Upon
      receipt by the Paying Agent of a Repurchase Notice, the Holder of the Security
      in respect of which such Repurchase Notice was given shall (unless such
      Repurchase Notice is withdrawn as specified in the following two paragraphs)
      thereafter be entitled to receive solely the Repurchase Price, together with
      accrued but unpaid interest (including Additional Interest, if any) thereon,
      to
      but not including the Repurchase Date with respect to such Security. Such
      Repurchase Price, together with accrued but unpaid interest (including
      Additional Interest, if any) thereon, to but not including the Repurchase Date
      shall be paid to such Holder, subject to receipt of funds by the Paying Agent,
      promptly following the later of (x) the Repurchase Date with respect to
      such Security (provided
      that the
      conditions in Section 13.1 have been satisfied) and (y) the time of
      delivery or book-entry transfer of such Security to the Paying Agent by the
      Holder thereof in the manner required by Section 13.1. Securities in
      respect of which a Repurchase Notice has been given by the Holder thereof may
      not be converted pursuant to Article XII hereof on or after the date of the
      delivery of such Repurchase Notice unless such Repurchase Notice has first
      been
      validly withdrawn as specified in the following two paragraphs.

     

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

     

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

     

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

     

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

     

    There
      shall be no repurchase of any Securities pursuant to Section 13.1 if an
      Event of Default (other than a default in the payment of the Repurchase Price)
      has occurred prior to, on or after, as the case may be, the giving by the
      Holders of such Securities of the required Repurchase Notice and such Event
      of
      Default is continuing. The Paying Agent will promptly return to the respective
      Holders thereof any Securities (x) with respect to which a Repurchase
      Notice has been withdrawn in compliance with this Indenture, or (y) held by
      it during the continuance of an Event of Default (other than a default in the
      payment of the Repurchase Price) in which case, upon such return, the Repurchase
      Notice with respect thereto shall be deemed to have been withdrawn.

     

    SECTION
      13.3 Deposit
      of Repurchase Price.

     

    Prior
      to
      10:30 a.m. (New York City time) on the Business Day immediately following the
      Repurchase Date the Company shall deposit with the Trustee or with the Paying
      Agent (or, if the Company or a Subsidiary thereof or an Affiliate of either
      of
      them is acting as the Paying Agent, shall

     

    
      
        
        

      

      
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    segregate
      and hold in trust) an amount of money (in immediately available funds if
      deposited on such Business Day) sufficient to pay the aggregate Repurchase
      Price
      together with accrued but unpaid interest (including Additional Interest, if
      any) thereon, to but not including the Repurchase Date of all the Securities
      or
      portions thereof which are to be repurchased as of the Repurchase
      Date.

     

    SECTION
      13.4 Securities
      Repurchased in Part.

     

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

     

    SECTION
      13.5 Covenant
      to Comply with Securities Laws upon Repurchase of Securities.

     

    When
      complying with the provisions of Section 13.1 hereof (so long as such offer
      or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4
      (which term, as used herein, includes any successor provision thereto) under
      the
      Exchange Act at the time of such offer or repurchase), the Company shall
      (i) comply in all material respects with Rule 13e-4 and Rule 14e-1 under
      the Exchange Act, (ii) file the related Schedule TO (or any successor
      schedule, form or report) under the Exchange Act and (iii) otherwise comply
      in all material respects with all federal and state securities laws so as to
      permit the rights and obligations under Section 13.1 to be exercised in the
      time and in the manner specified in Section 13.1.

     

    If
      any of
      the provisions of this Article XIII are inconsistent with applicable law,
      such law shall govern.

     

    SECTION
      13.6 Repayment
      to the Company.

     

    To
      the
      extent that the aggregate amount of cash deposited by the Company pursuant
      to
      Section 13.3 exceeds the aggregate Repurchase Price of the Securities or
      portions thereof which the Company is obligated to repurchase as of the
      Repurchase Date together with accrued but unpaid interest (including Additional
      Interest, if any) thereon, then, unless otherwise agreed in writing with the
      Company, promptly after the Business Day following the Repurchase Date the
      Trustee shall return any such excess to the Company together with interest,
      if
      any, thereon.

     

    
      
        
        

      

      
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    ARTICLE
      XIV

    REPURCHASE
      OF SECURITIES AT THE OPTION OF THE HOLDER

     

    SECTION
      14.1 Right
      to
      Require Repurchase Upon a Fundamental Change.

     

    In
      the
      event that a Fundamental Change (as hereinafter defined) shall occur, then
      each
      Holder shall have the right, at the Holder’s option, to require the Company to
      repurchase, and upon the exercise of such right the Company shall repurchase,
      all of such Holder’s Securities not theretofore converted or called for
      redemption, or any portion of the aggregate principal amount thereof that is
      equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof
      (provided that no single Security may be repurchased in part unless the portion
      of the aggregate principal amount of such Security to be Outstanding after
      such
      repurchase is equal to U.S.$1,000 or integral multiples of U.S.$1,000 in excess
      thereof), on the date (the “Fundamental Change Repurchase Date”) that is 30
      Business Days after the date of the Fundamental Change Company Notice (as
      defined in Section 14.2) at a purchase price equal to 100% of the aggregate
      principal amount of the Securities to be repurchased plus interest accrued
      but
      unpaid to, but excluding, the Fundamental Change Repurchase Date (the
“Fundamental Change Repurchase Price”); provided,
      however,
      that
      installments of interest on Securities whose Stated Maturity is on or prior
      to
      the Fundamental Change Repurchase 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 3.7. Such right to require the repurchase of the Securities shall
      not continue after a discharge of the Company from its obligations with respect
      to the Securities in accordance with Article IV, unless a Fundamental
      Change shall have occurred prior to such discharge. Whenever in this Indenture
      (including Sections 2.2, 3.1, 5.1(1) and 5.8) 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 Fundamental Change Repurchase Price
      payable in respect of such Security to the extent that such Fundamental Change
      Repurchase Price is, was or would be so payable at such time, and express
      mention of the Fundamental Change Repurchase Price in any provision of this
      Indenture shall not be construed as excluding the Fundamental Change Repurchase
      Price in those provisions of this Indenture when such express mention is not
      made.

     

    SECTION
      14.2 Notices;
      Method of Exercising Repurchase Right, Etc.

     

    (1) Unless
      the Company shall have theretofore called for redemption all of the Outstanding
      Securities, on or before the 30th day after the occurrence of a Fundamental
      Change, the Company or, at the request in a Company Order and expense of the
      Company on or before the 15th day after such occurrence, the Trustee, shall
      give
      to all Holders of Securities, in the manner provided in Section 1.6, notice
      (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental
      Change and of the repurchase right set forth herein arising as a result thereof.
      The Company shall also deliver a copy of such Fundamental Change Company Notice
      to the Trustee. If such notice is to be given by the Trustee, the Company shall
      deliver, on or before the fifth day after such occurrence, a Company Order
      requesting the Trustee to give such notice and setting forth all the information
      to be included in such notice including the information set forth
      below.

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    Each
      Fundamental Change Company Notice shall state:

     

    (i) the
      Fundamental Change Repurchase Date,

     

    (ii) the
      date
      by which the repurchase right must be exercised,

     

    (iii) the
      Fundamental Change Repurchase Price,

     

    (iv) a
      description of the procedure that a Holder must follow to exercise a repurchase
      right, and the place or places where such Securities are to be surrendered
      for
      payment of the Fundamental Change Repurchase Price and accrued interest, if
      any
      (including Additional Interest, if any), to the Fundamental Change Repurchase
      Date,

     

    (v) that
      on
      the Fundamental Change Repurchase Date the Fundamental Change Repurchase Price,
      and accrued interest, if any (including Additional Interest, if any), to, but
      excluding, the Fundamental Change Repurchase Date will become due and payable
      upon each such Security designated by the Holder to be repurchased, and that
      interest thereon shall cease to accrue on and after said date,

     

    (vi)  the
      Conversion Rate then in effect, the date on which the right to convert the
      aggregate principal amount of the Securities to be repurchased will terminate
      and the place or places where such Securities may be surrendered for conversion,
      and

     

    (vii) the
      place
      or places that the Security certificate with the Election of Holder to Require
      Repurchase as specified in Section 2.2 shall be delivered.

     

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

     

    If
      any of
      the foregoing provisions or other provisions of this Article XIV are
      inconsistent with applicable law, such law shall govern.

     

    (2) To
      exercise a repurchase right, a Holder shall deliver to the Trustee on or before
      the close of business on the Business Day prior to the Fundamental Change
      Repurchase Date (i) written notice of the Holder’s exercise of such right,
      which notice shall set forth the name of the Holder, the aggregate principal
      amount of the Securities to be repurchased (and, if any Security is to
      repurchased in part, the serial number thereof, the portion of the aggregate
      principal amount thereof to be repurchased and the name of the Person in which
      the portion thereof to remain Outstanding after such repurchase is to be
      registered) and a statement that an election to exercise the repurchase right
      is
      being made thereby, and (ii) the Securities with respect to which the
      repurchase right is being exercised. Such written notice shall be irrevocable,
      except that the right of the Holder to convert the Securities with respect
      to
      which the repurchase right is being exercised shall continue until the close
      of
      business on the Business Day immediately preceding the Fundamental Change
      Repurchase Date.

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

    (3) In
      the
      event a repurchase right shall be exercised in accordance with the terms hereof,
      the Company shall pay or cause to be paid to the Trustee before 10:30 a.m.
      (New
      York City time) on the Fundamental Change Repurchase Date the Fundamental Change
      Repurchase Price in cash, as provided above, for payment to the Holder on the
      Fundamental Change Repurchase Date, together with accrued and unpaid interest
      (including Additional Interest, if any) to, but excluding, the Fundamental
      Change Repurchase Date, payable with respect to the Securities as to which
      the
      repurchase right has been exercised; provided, however, that installments of
      interest that mature on or prior to the Fundamental Change Repurchase Date
      shall
      be payable in cash to the Holders of such Securities, or one or more Predecessor
      Securities, registered as such at the close of business on the relevant Regular
      Record Date.

     

    (4) If
      any
      Security (or portion thereof) surrendered for repurchase shall not be so paid
      on
      the Fundamental Change Repurchase Date, the aggregate 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 Fundamental Change
      Repurchase Date at the rate of 3-5/8% per annum, and each Security shall remain
      convertible into cash and Common Stock, if any, until the principal of such
      Security (or portion thereof, as the case may be) shall have been paid or duly
      provided for.

     

    (5) Any
      Security that is to be repurchased 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 upon its actual receipt by a
      Responsible Officer of a Company Order to such effect, the Trustee shall
      authenticate and make available for delivery to the Holder of such Security
      pursuant to such Company Order 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
      unrepurchased portion of the principal of the Security so
      surrendered.

     

    (6) All
      Securities delivered for repurchase 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 3.9.

     

    (7) To
      the
      extent that the aggregate amount of cash deposited by the Company pursuant
      to
      Section 14.2(3) exceeds the aggregate Fundamental Change Repurchase Price of
      the
      Securities or portions thereof which the Company is obligated to repurchase
      as
      of the Fundamental Change Repurchase Date together with accrued but unpaid
      interest (including Additional Interest, if any) thereon, then, unless otherwise
      agreed in writing with the Company, promptly after the Business Day following
      the Fundamental Change Repurchase Date the Trustee shall return any such excess
      to the Company together with interest, if any, thereon.

     

    (8) When
      complying with the provisions of Section 14.1 hereof (so long as such offer
      or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4
      (which term, as used herein, includes any successor provision thereto) under
      the
      Exchange Act at the time of such offer or repurchase), the Company shall
      (i) comply in all material respects with Rule 13e-4 and Rule 14e-1 under
      the Exchange Act, (ii) file the related Schedule TO (or any successor
      schedule, form or report) under the Exchange Act and (iii) otherwise comply
      in all material respects with all federal and state

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

    securities
      laws so as to permit the rights and obligations under Section 14.1 to be
      exercised in the time and in the manner specified in
      Section 14.1.

     

    SECTION
      14.3 Certain
      Definitions.

     

    For
      purposes of this Article XIV,

     

    (1) the
      term
“beneficial owner” shall be determined in accordance with Rule 13d-3, as in
      effect on the date of the original execution of this Indenture, promulgated
      by
      the Commission pursuant to the Exchange Act;

     

    (2) a
      “Fundamental Change” shall be deemed to have occurred, at any time after the
      original issuance of the Securities, if any of the following
      occurs:

     

    (i) during
      any period of two consecutive years, individuals who at the beginning of such
      period constituted the Board of Directors (together with any new directors
      whose
      election to the Board of Directors, or whose nomination for election by the
      stockholders of the Company, was approved by a vote of a majority of the
      directors then still in office who were either directors at the beginning of
      such period or whose election or nomination for election was previously so
      approved) cease for any reason to constitute a majority of the Board of
      Directors then in office; or

     

    (ii) any
      Person acquires beneficial ownership, directly or indirectly, through a
      purchase, merger or other acquisition transaction or series of transactions,
      of
      shares of capital stock of the Company entitling such person to exercise 50%
      or
      more of the total voting power of all shares of capital stock of the Company
      entitled to vote generally in the elections of directors, other than any such
      acquisition by the Company, any Subsidiary or any employee benefit plan of
      the
      Company; or

     

    (iii)  the
      Company merges or consolidates with or into any other Person, any merger or
      consolidation of another Person into the Company, or any conveyance, sale,
      transfer, lease or other disposal of all or substantially all of the properties
      and assets of the Company to another Person (other than (a) any such
      transaction (x) involving a merger or consolidation that does not result in
      any reclassification, conversion, exchange or cancellation of outstanding shares
      of Capital Stock of the Company (other than any reclassification, conversion,
      exchange or cancellation of outstanding shares of Capital Stock of the Company
      solely for shares of publicly traded common stock listed on the Nasdaq Global
      Select Market or on an established national securities exchange or automated
      over-the-counter trading market in the United States, but disregarding any
      cash
      payments for fractional shares or pursuant to dissenters’ appraisal rights) and
      (y) pursuant to which the holders of 50% or more of the total voting power
      of all shares of the Company’s Capital Stock entitled to vote generally in the
      election of directors immediately prior to such transaction have the entitlement
      to exercise, directly or indirectly, more than 50% of the total voting power
      of
      all shares of Capital Stock entitled to vote generally in the election of
      directors of the continuing or surviving corporation immediately after such
      transaction or (b) any transaction which is effected solely to change the
      jurisdiction of incorporation of the Company and results in a reclassification,
      conversion or exchange of outstanding shares of Common Stock into solely shares
      of common stock); or 

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    (iv) the
      Common Stock into which the Securities are convertible ceases to be listed
      on
      the Nasdaq Global Select Market and is not listed on an established national
      securities exchange or automated over-the-counter trading market in the United
      States; or

     

    (v) the
      stockholders of the Company pass a resolution approving a plan of liquidation,
      dissolution or winding up; and

     

    (3) for
      purposes of Section 14.3(2)(i), the term “person” shall include any
      syndicate or group which would be deemed to be a “person” under
      Section 13(d)(3) of the Exchange Act, as in effect on the date of the
      original execution of this Indenture.

     

    ARTICLE
      XV

    HOLDERS
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    SECTION
      15.1 Company
      to Furnish Trustee Names and Addresses of Holders.

     

    The
      Company will furnish or cause to be furnished to the Trustee:

     

    (1) semi-annually,
      not more than 15 days after the Regular Record Date, a list, in such form as
      the
      Trustee may reasonably require, of the names and addresses of the Holders of
      Securities as of such Regular Record Date, and

     

    (2) at
      such
      other times as the Trustee may request in writing, within 30 days after the
      receipt by the Company of any such request, a list of similar form and content
      as of a date not more than 15 days prior to the time such list is furnished;
      provided, however, that no such list need be furnished so long as the
      Trustee is acting as Security Registrar.

     

    SECTION
      15.2 Preservation
      of Information.

     

    (1) The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section 15.1 and the names and addresses of
      Holders received by the Trustee in its capacity as Security Registrar. The
      Trustee may destroy any list, if any, furnished to it as provided in
      Section 15.1 upon receipt of a new list so furnished.

     

    (2) After
      this Indenture has been qualified under the Trust Indenture Act, the rights
      of
      Holders to communicate with other Holders with respect to their rights under
      this Indenture or under the Securities, and the corresponding rights, and duties
      of the Trustee, shall be as provided by the Trust Indenture Act.

     

    (3) Every
      Holder of Securities, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company, the Trustee or any Agent, nor any
      agent of any of them, shall be held accountable by reason of any disclosure
      of
      information as to names and addresses of Holders made pursuant to the Trust
      Indenture Act, regardless of the source from which such information has derived,
      and neither the Trustee or any Agent, nor any agent of any of them,

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

    shall
      be
      held accountable by reason of any mailing or transmission of any material
      pursuant to a request made under this Article XV.

     

    SECTION
      15.3 Reports
      by Trustee.

     

    (1) After
      this Indenture has been qualified under the Trust Indenture Act, the Trustee
      shall transmit to Holders such reports concerning the Trustee and its actions
      under this Indenture as may be required pursuant to the Trust Indenture Act
      at
      the times and in the manner provided pursuant thereto.

     

    (2) After
      this Indenture has been qualified under the Trust Indenture Act, a copy of
      each
      such report shall, at the time of such transmission to Holders, if required
      by
      applicable law, be filed by the Trustee with each stock exchange upon which
      the
      Securities are listed, with the Commission and with the Company. The Company
      will notify the Trustee when the Securities are listed on any stock exchange
      and
      any delisting thereof.

     

    SECTION
      15.4 Reports
      by Company.

     

    After
      this Indenture has been qualified under the Trust Indenture Act, the Company
      shall file with the Trustee and the Commission, and transmit to Holders, such
      information, documents and other reports, and such summaries thereof, as may
      be
      required pursuant to the Trust Indenture Act at the times and in the manner
      provided pursuant to such Act; provided that any such information, documents
      or
      reports required to be filed with the Commission pursuant to Section 13 or
      15(d) of the Exchange Act shall be filed with the Trustee within 15 days after
      the same is required to be filed with the Commission.

     

    Delivery
      of such reports, information and documents to the Trustee is for informational
      purposes only and the Trustee’s receipt of such shall not constitute
      constructive notice of any information contained therein or determinable from
      information contained therein, including the Company’s compliance with any of
      its obligations hereunder (as to which the Trustee is entitled to conclusively
      rely exclusively on Officers’ Certificates).

     

    ARTICLE
      XVI

    IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     

    SECTION
      16.1 Indenture
      and Securities Solely Corporate Obligations.

     

    No
      recourse for the payment of the principal of or interest on any Security and
      no
      recourse under or upon any obligation, covenant or agreement of the Company
      in
      this Indenture or in any supplemental indenture or in any Security, or because
      of the creation of any indebtedness represented thereby, shall be had against
      any incorporator, stockholder, employee, agent, officer, or director or
      subsidiary, as such, past, present or future, of the Company or of any successor
      corporation, either directly or through the Company or any successor
      corporation, whether by virtue of any constitution, statute or rule of law,
      or
      by the enforcement of any assessment or penalty or otherwise; it being expressly
      understood that all such liability is hereby waived and released by
      each

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    Holder
      as
      a condition of, and as a consideration for, the execution of this Indenture
      and
      the issue of the Securities.

     

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

    


    
      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      

    

     

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

     

    
      
        
          
            
              	 	
                      PRIVATEBANCORP,
                        INC.

                       

                       

                    


            

            
              
                	 	 By:	 /s/
                        Dennis Klaeser


              

            

            
              
                	
                      	Name:	Dennis Klaeser
	 	Title:	CFO 


                
                   

                  
                     

                    
                      
                        
                          
                            	 	
                                    LASALLE
                                      BANK NATIONAL ASSOCIATION, as Trustee

                                     

                                  


                          

                          
                            
                              	 	 By:	 /s/
                                      Margaret M. Muir


                            

                          

                          
                            
                              	
                                    	Name:	Margaret M.
                                      Muir
	 	Title:	First
                                      Vice President


                              
                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      A

     

    


    
      	 	 	
              Share
                Price

            	 
	
              Effective
                Date

            	 	
              $

            	
              35.33

            	 	
              $

            	
              38.86

            	 	
              $

            	
              42.40

            	 	
              $

            	
              45.93

            	 	
              $

            	
              49.46

            	 	
              $

            	
              53.00

            	 	
              $

            	
              61.83

            	 	
              $

            	
              105.99

            	 	
              $

            	
              176.65

            	 
	
              March
                14, 2007

            	 	 	
              0.00

            	 	 	
              5.80

            	 	 	
              5.37

            	 	 	
              5.01

            	 	 	
              4.40

            	 	 	
              4.15

            	 	 	
              3.36

            	 	 	
              2.44

            	 	 	
              0.00

            	 
	
              March
                15, 2008

            	 	 	
              0.00

            	 	 	
              5.42

            	 	 	
              4.88

            	 	 	
              4.58

            	 	 	
              4.03

            	 	 	
              3.36

            	 	 	
              3.05

            	 	 	
              1.83

            	 	 	
              0.00

            	 
	
              March
                15, 2009

            	 	 	
              0.00

            	 	 	
              4.88

            	 	 	
              4.27

            	 	 	
              4.03

            	 	 	
              3.36

            	 	 	
              2.93

            	 	 	
              2.59

            	 	 	
              2.23

            	 	 	
              0.00

            	 
	
              March
                15, 2010

            	 	 	
              0.00

            	 	 	
              3.66

            	 	 	
              3.05

            	 	 	
              2.44

            	 	 	
              1.83

            	 	 	
              1.53

            	 	 	
              1.22

            	 	 	
              0.61

            	 	 	
              0.00

            	 


    

    


    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      A
--
      Form
      of Restricted Securities Certificate

     

    RESTRICTED
      SECURITIES CERTIFICATE (For transfers pursuant to Section 3.5(2)(ii) and (iii)
      of the Indenture)

     

    LASALLE
      BANK NATIONAL ASSOCIATION

    135
      S.
      LaSalle St., Suite 1560

    Chicago,
      Illinois 60603

    Attention:
      Corporate Trust Department

    


     

    Re: 3-5/8%
      CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2027 OF PRIVATEBANCORP, INC. (THE
“SECURITIES”)

     

    Reference
      is made to the Indenture, dated as of March 14, 2007 (the “Indenture”), from
      PRIVATEBANCORP, INC. (the “Company”) to LASALLE BANK NATIONAL ASSOCIATION, as
      Trustee. Terms used herein and defined in the Indenture or Rule 144 under the
      U.S. Securities Act of 1933 (the “Securities Act”) are used herein as so
      defined.

     

    This
      certificate relates to U.S.$________ aggregate principal amount of Securities,
      which are evidenced by the following certificate(s) (the “Specified
      Securities”):

     

    CUSIP
      No.
      [_____________]

     

    CERTIFICATE
      No(s). ________

     

    The
      person in whose name this certificate is executed below (the “Undersigned”)
      hereby certifies that either (i) it is the sole beneficial owner of the
      Specified Securities or (ii) it is acting on behalf of all the beneficial owners
      of the Specified Securities and is duly authorized by them to do so. Such
      beneficial owner or owners are referred to herein collectively as the “Owner”.
      If the Specified Securities are represented by a Global Security, they are
      held
      through the Depositary or an Agent Member in the name of the Undersigned, as
      or
      on behalf of the Owner. If the Specified Securities are not represented by
      a
      Global Security, they are registered in the name of the Undersigned, as or
      on
      behalf of the Owner.

     

    The
      Owner
      has requested that the Specified Securities be transferred to a person (the
      “Transferee”) who will take delivery in the form of a Restricted Security or a
      beneficial interest therein. In connection with such transfer, the Owner hereby
      certifies that, unless such transfer is being effected pursuant to an effective
      registration statement under the Securities Act, it is being effected in
      accordance with Rule 144A, or pursuant to another exemption from
      registration under the Securities Act (if available) or Rule 144 under the
      Securities Act and all applicable securities laws of the states of the United
      States and other jurisdictions. Accordingly, the Owner hereby further certifies
      as:

    


    
      
        
          
          

        

        
          ANNEX
            A-1

          
            

          

        

        
          
          

        

      

    

     

    (1) RULE
      144A
      TRANSFERS. If the transfer is being effected in accordance with
      Rule 144A:

     

    (A) the
      Specified Securities are being transferred to a person that the Owner and any
      person acting on its behalf reasonably believe is a “qualified institutional
      buyer” within the meaning of Rule 144A, acquiring for its own account or for the
      account of a qualified institutional buyer; and

     

    (B) the
      Owner
      and any person acting on its behalf have taken reasonable steps to ensure that
      the Transferee is aware that the Owner may be relying on Rule 144A in connection
      with the transfer; and

     

    (2) RULE
      144
      TRANSFERS. If the transfer is being effected pursuant to Rule 144:

     

    (A) the
      transfer is occurring after a holding period of at least one year (computed
      in
      accordance with paragraph (d) of Rule 144) has elapsed since the date the
      Specified Securities were acquired from the Company or from an affiliate (as
      such term is defined in Rule 144) of the Company, whichever is later, and is
      being effected in accordance with the applicable amount, manner of sale and
      notice requirements of paragraphs (e), (f) and (h) of Rule 144; or

     

    (B) the
      transfer is occurring after a period of at least two years has elapsed since
      the
      date the Specified Securities were acquired from the Company or from an
      affiliate (as such term is defined in Rule 144) of the Company, whichever is
      later, and the Owner is not, and during the preceding three months has not
      been,
      an affiliate of the Company.

     

    (3) TRANSFERS
      PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected
      pursuant to a Securities Act exemption other than ones set forth in (1) and
      (2) above, there shall be delivered to the Company an opinion of counsel with
      respect to such transfer.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company and the Initial Purchaser.

     

    Dated:
      ___________

     

    Print
      the
      name of the Undersigned, as such term is defined in the third paragraph of
      this
      certificate.)

     

    By:
      _____________________________________     

    Name:___________________________________   

    Title: ___________________________________  

     

    (If
      the
      Undersigned is a corporation, partnership or fiduciary, the title of the person
      signing on behalf of the Undersigned must be stated.)

    


    
      
        
          
          

        

        
          ANNEX
            A-2

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      B
      -- Form of Unrestricted Securities Certificate

     

    UNRESTRICTED
      SECURITIES CERTIFICATE

     

    (For
      removal of Restricted Securities Legend pursuant to
      Section 3.5(3))

    


    LASALLE
      BANK NATIONAL ASSOCIATION

    135
      S.
      LaSalle St., Suite 1560

    Chicago,
      Illinois 60603

    Attention:
      Corporate Trust Department

     

    
      	 	
              RE:

            	
              3-5/8%
                CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2027 OF PRIVATEBANCORP, INC.
                (THE
                “SECURITIES”)

            


    

     

    Reference
      is made to the Indenture, dated as of March 14, 2007 (the “Indenture”), from
      PRIVATEBANCORP, INC. (the “Company”) to LASALLE BANK NATIONAL ASSOCIATION, as
      Trustee. Terms used herein and defined in the Indenture or in Rule 144
      under the U.S. Securities Act of 1933 (the “Securities Act”) are used herein as
      so defined.

     

    This
      certificate relates to U.S.$_______________ aggregate principal amount of
      Securities, which are evidenced by the following certificate(s) (the “Specified
      Securities”):

     

    CUSIP
      No.
      [________]

     

    CERTIFICATE
      No(s). _________________

     

    The
      person in whose name this certificate is executed below (the “Undersigned”)
      hereby certifies that either (i) it is the sole beneficial owner of the
      Specified Securities or (ii) it is acting on behalf of all the beneficial
      owners of the Specified Securities and is duly authorized by them to do so.
      Such
      beneficial owner or owners are referred to herein collectively as the “Owner.”
If the Specified Securities are represented by a Global Security, they are
      held
      through the Depositary or an Agent Member in the name of the Undersigned, as
      or
      on behalf of the Owner. If the Specified Securities are not represented by
      a
      Global Security, they are registered in the name of the Undersigned, as or
      on
      behalf of the Owner.

     

    The
      Owner
      has requested that the Specified Securities be exchanged for Securities bearing
      no Restricted Securities Legend pursuant to Section 3.5(3) of the
      Indenture. In connection with such exchange, the Owner hereby certifies that
      the
      exchange is occurring after a period of at least two years has elapsed since
      the
      date the Specified Securities were acquired from the Company or from an
“affiliate” (as such term is defined in Rule 144) of the Company, whichever
      is later, and the Owner is not, and during the preceding three months has not
      been, an affiliate of the Company. The Owner also acknowledges that any future
      transfers of the Specified Securities must comply with all applicable securities
      laws of the states of the United States and other jurisdictions.

     

    
      
        
        

      

      
        ANNEX
          B-1

        
          

        

      

      
        
        

      

    

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company and the Initial Purchaser.

     

    Dated:
      ______________

     

    (Print
      the name of the Undersigned, as such term is defined in the second paragraph
      of
      this certificate.)

     

    
      By:
        _____________________________________     

      Name:___________________________________   

      Title: ___________________________________ 

       

    

    (If
      the
      Undersigned is a corporation, partnership or fiduciary, the title of the person
      signing on behalf of the Undersigned must be stated.)

    


    
      
        
          
          

        

        
          ANNEX
            B-2

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      C
      -- Form of Surrender Certificate

     

    In
      connection with the certification contemplated by Section 12.2 relating to
      compliance with certain restrictions relating to transfers of Restricted
      Securities, such certification shall be provided substantially in the form
      of
      the following certificate, with only such changes thereto as shall be approved
      by the Company and RBC Capital Markets Corporation.

     

    CERTIFICATE

     

    PRIVATEBANCROP,
      INC.

     

    3-5/8%
      CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2027

     

    This
      is
      to certify that as of the date hereof with respect to U.S.$______ aggregate
      principal amount of the above-captioned securities surrendered on the date
      hereof (the “Surrendered Securities”) for registration of transfer, or for
      conversion or repurchase where the securities issuable upon such conversion
      or
      repurchase are to be registered in a name other than that of the undersigned
      Holder (each such transaction being a “transfer”), the undersigned Holder (as
      defined in the Indenture) certifies that the transfer of Surrendered Securities
      associated with such transfer complies with the restrictive legend set forth
      on
      the face of the Surrendered Securities for the reason checked
      below:

     

    _________ The
      transfer of the Surrendered Securities complies with Rule 144A under the
      United States Securities Act of 1933, as amended (the “Securities Act”);
      or

     

    _________ The
      transfer of the Surrendered Securities complies with Rule 144 under the
      Securities Act; or

     

    _________ The
      transfer of the Surrendered Securities has been made pursuant to an exemption
      from registration under the Securities Act and an opinion of counsel has been
      delivered to the Company with respect to such transfer.

     

    [Name
      of
      Holder]

     

    Dated:________________________________

    *To
      be
      dated the date of surrender

     

    
      
        
        

      

      
        ANNEX
          C-1