exv4w2



 





Exhibit 4.2




EXECUTION COPY




FIRST SUPPLEMENTAL INDENTURE




by and among




PIONEER NATURAL RESOURCES COMPANY,




PIONEER NATURAL RESOURCES USA, INC.,




and




WELLS FARGO BANK, NATIONAL ASSOCIATION




as Trustee




Dated as of January 22, 2008




Supplemental to Indenture for Debt Securities




Dated as of January 22, 2008




2.875% Convertible Senior Notes due 2038




 









 





Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE 1

Definitions
	 
	 	 	 	 	 	 
	Section 1.01.

	 	Scope of Supplemental Indenture
	 	 	2	 
	Section 1.02.

	 	Definitions
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 2

Issue, Description, Execution, Registration

and Exchange of Notes
	 
	 	 	 	 	 	 
	Section 2.01.

	 	Designation and Amount; Ranking
	 	 	10	 
	Section 2.02.

	 	Form of Notes
	 	 	11	 
	Section 2.03.

	 	Date and Denomination of Notes; Payments of Interest
	 	 	11	 
	Section 2.04.

	 	Payments of Additional Interest
	 	 	12	 
	Section 2.05.

	 	Exchange and Registration of Transfer of Notes; Depositary
	 	 	12	 
	Section 2.06.

	 	CUSIP Numbers
	 	 	14	 
	Section 2.07.

	 	Additional Notes; Repurchases
	 	 	14	 
	Section 2.08.

	 	Contingent Debt Tax Treatment
	 	 	14	 
	Section 2.09.

	 	Calculation of Tax Original Issue Discount
	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE 3

Particular Covenants of the Company
	 
	 	 	 	 	 	 
	Section 3.01.

	 	Payment of Principal, Premium and Interest
	 	 	15	 
	Section 3.02.

	 	Maintenance of Office or Agency
	 	 	16	 
	Section 3.03.

	 	Existence
	 	 	16	 
	Section 3.04.

	 	Stay, Extension and Usury Laws
	 	 	16	 
	Section 3.05.

	 	Compliance Certificate; Statements as to Defaults
	 	 	17	 
	Section 3.06.

	 	Additional Interest
	 	 	17	 
	Section 3.07.

	 	Further Instruments and Acts
	 	 	17	 
	Section 3.08.

	 	Reporting Obligations
	 	 	17	 
	Section 3.09.

	 	Obligation to Guarantee
	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 4

Defaults and Remedies
	 
	 	 	 	 	 	 
	Section 4.01.

	 	Additional Events of Default; Modifications
	 	 	18	 
	Section 4.02.

	 	Sole Remedy for Failure to Report
	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE 5

[Reserved]
	 
	 	 	 	 	 	 
	ARTICLE 6

Modifications and Amendments
	 
	 	 	 	 	 	 
	Section 6.01.

	 	Modifications and Amendments Without Consent of Noteholders
	 	 	19	 
	Section 6.02.

	 	Modifications and Amendments With Consent of Noteholders
	 	 	19	 






 









 





Table of Contents
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE 7

Consolidation, Merger, Sale, Conveyance and Lease
	 
	 	 	 	 	 	 
	Section 7.01.

	 	Company May Consolidate, Etc. on Certain Terms
	 	 	20	 
	Section 7.02.

	 	Successor Corporation to Be Substituted
	 	 	 	 
	Section 7.03.

	 	Opinion of Counsel to Be Given Trustee
	 	 	 	 
	 
	 	 	 	 	 	 
	ARTICLE 8

Conversion of Notes
	 
	 	 	 	 	 	 
	Section 8.01.

	 	Right to Convert
	 	 	21	 
	Section 8.02.

	 	Conversion Procedure; Payment Upon Conversion
	 	 	24	 
	Section 8.03.

	 	Increase of Conversion Rate Upon Conversion Upon
Make-Whole Fundamental Changes.
	 	 	27	 
	Section 8.04.

	 	Adjustment of Base Conversion Rate
	 	 	30	 
	Section 8.05.

	 	Shares to Be Fully Paid
	 	 	38	 
	Section 8.06.

	 	Effect of Reclassification, Consolidation,
Merger or Sale; Treatment of Reference Property
	 	 	38	 
	Section 8.07.

	 	Certain Covenants
	 	 	39	 
	Section 8.08.

	 	Responsibility of Trustee
	 	 	39	 
	Section 8.09.

	 	Notice to Holders Prior to Certain Actions
	 	 	40	 
	Section 8.10.

	 	Stockholder Rights Plans
	 	 	41	 
	 
	 	 	 	 	 	 
	ARTICLE 9

Repurchase of Notes at Option of Holders
	 
	 	 	 	 	 	 
	Section 9.01.

	 	Repurchase at Option of Holders
	 	 	42	 
	Section 9.02.

	 	Repurchase at Option of Holders upon a Fundamental Change
	 	 	44	 
	Section 9.03.

	 	Withdrawal of Repurchase Notice or Fundamental
Change Repurchase Notice
	 	 	47	 
	Section 9.04.

	 	Deposit of Repurchase Price or Fundamental
Change Repurchase Price
	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE 10

Optional Redemption of the Notes by the Company
	 
	 	 	 	 	 	 
	Section 10.01.

	 	Optional Redemption
	 	 	48	 
	Section 10.02.

	 	Selection of Notes to Be Redeemed
	 	 	49	 
	Section 10.03.

	 	Notice of Redemption
	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE 11

Interest Reduction
	 
	 	 	 	 	 	 
	Section 11.01.

	 	Interest Reduction
	 	 	50	 
	Section 11.02.

	 	Interest Reduction Notification
	 	 	50	 






ii









 





Table of Contents
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE 12

Miscellaneous Provisions
	 
	 	 	 	 	 	 
	Section 12.01.

	 	Ratification and Incorporation of Original Indenture
	 	 	50	 
	Section 12.02.

	 	Governing Law
	 	 	50	 
	Section 12.03.

	 	Payments on Business Days
	 	 	50	 
	Section 12.04.

	 	No Security Interest Created
	 	 	50	 
	Section 12.05.

	 	Trust Indenture Act
	 	 	50	 
	Section 12.06.

	 	Benefits of Indenture
	 	 	51	 
	Section 12.07.

	 	Calculations
	 	 	51	 
	Section 12.08.

	 	Table of Contents, Headings, Etc.
	 	 	51	 
	Section 12.09.

	 	Execution in Counterparts
	 	 	51	 
	Section 12.10.

	 	Severability
	 	 	51	 






EXHIBITS




	 	 	 	 	 
	EXHIBIT A

	 	Form of Note
	 	A-1
	EXHIBIT B

	 	Form of Notice of Conversion
	 	B-1
	EXHIBIT C

	 	Form of Fundamental Change Repurchase Notice
	 	C-1
	EXHIBIT D

	 	Form of Assignment and Transfer
	 	D-1
	EXHIBIT E

	 	Form of Repurchase Notice
	 	E-1







iii











 





FIRST SUPPLEMENTAL INDENTURE




     THIS FIRST SUPPLEMENTAL INDENTURE dated as of January 22, 2008 (this “Supplemental
Indenture”), is entered into among Pioneer Natural Resources Company, a Delaware corporation (the
“Company”), Pioneer Natural Resources USA, Inc., a Delaware corporation, for purposes of agreeing
to make certain guarantees pursuant to Section 3.09 hereof (the “Guarantor”), and Wells Fargo Bank,
National Association, a national banking association organized under the laws of the United States
of America, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined
have the meanings set forth in the Original Indenture (as defined below).



RECITALS




     A. The Company and the Trustee entered into that certain Indenture, dated as of January 22,
2008 (the “Original Indenture”), pursuant to which the Company may from time to time issue its
debentures, notes, bonds or other evidences of indebtedness (collectively, the “Debt Securities”).



     B. Section 9.01 of the Original Indenture provides that the Company, when authorized by a
resolution of the Board of Directors of the Company, and the Trustee may, without the consent of
the holders of the Debt Securities, enter into a supplemental indenture to establish the form or
terms of Debt Securities of any series as permitted by Sections 2.01 and 2.03 of the Original
Indenture.



     C. The Company has duly authorized the issue of 2.875% Convertible Senior Notes due 2038 (as
they may be issued from time to time under this Supplemental Indenture, including any Additional
Notes, the “Notes”), initially in an aggregate principal amount not to exceed $500,000,000 and in
connection therewith, the Company has duly determined to make, execute and deliver this
Supplemental Indenture to set forth the terms and provisions of the Notes as required by the
Original Indenture.



     D. The Company has determined that this Supplemental Indenture is authorized or permitted by
Sections 9.01 of the Original Indenture and has delivered to the Trustee an Opinion of Counsel and
Officers’ Certificate to the effect that all conditions precedent provided for in the Original
Indenture to the execution and delivery of this Supplemental Indenture have been complied with.



     E. The Form of Note, the Trustee’s Certificate of Authentication to be borne by each Note, the
Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice, the Form of
Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be
substantially in the forms hereinafter provided for.



     F. All things necessary to make the Notes, when executed by the Company and authenticated and
delivered by the Trustee or a duly authorized authenticating agent, as in the Original Indenture
provided, the valid and legally binding obligations of the Company have been done.



 









 





     G. All things necessary to make this Supplemental Indenture a valid and legally binding
indenture and agreement according to its terms, and a valid and legally binding amendment of, and
supplement to, the Original Indenture have been done.



     NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the
parties hereto agree, subject to the terms and conditions hereinafter set forth, as follows for the
benefit of the Trustee and the Noteholders:



ARTICLE 1

Definitions




     Section 1.01. Scope of Supplemental Indenture. The changes, modifications and supplements to
the Original Indenture affected by this Supplemental Indenture shall be applicable only with
respect to, and shall only govern the terms of, the Notes, which shall be limited initially to
$500,000,000 aggregate principal amount, except as otherwise provided herein, and which may be
issued from time to time, and shall not apply to any other Debt Securities that may be issued under
the Original Indenture unless a supplemental indenture with respect to such other Debt Securities
specifically incorporates such changes, modifications and supplements. The provisions of this
Supplemental Indenture shall supersede any corresponding or inconsistent provisions in the Original
Indenture.



     Section 1.02. Definitions. The terms defined in this Section 1.02 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of this Supplemental
Indenture and for purposes of the Original Indenture as it relates to the Notes shall have the
respective meanings specified in this Section 1.02. Except as otherwise provided in this
Supplemental Indenture, all words, terms and phrases defined in the Original Indenture (but not
otherwise defined herein) shall have the same meaning herein as in the Original Indenture. All
other terms used in this Supplemental Indenture that are defined in the Trust Indenture Act or that
are by reference therein defined in the Securities Act (except as herein otherwise expressly
provided or unless the context otherwise requires) shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of
this Supplemental Indenture. The words “herein,” “hereof,” “hereunder,” and words of similar
import refer to this Supplemental Indenture as a whole and not to any particular Article, Section
or other subdivision. The terms defined in this Article include the plural as well as the
singular.



     “7.20% Notes” shall have the meaning specified in Section 3.09.



     “Additional Interest” shall have the meaning specified in Section 4.02.



     “Additional Shares” shall have the meaning specified in Section 8.03(a).



     “Applicable Conversion Rate” means, for each $1,000 principal amount of Notes to be converted,
the sum of the Daily Conversion Rate Fractions for each Trading Day during the 20 Trading Days in
the relevant Cash Settlement Averaging Period for such Notes, as increased by Section 8.03, as
applicable.



2









 





     “Applicable Daily Conversion Rate” on any day will be (a) if the Last Reported Sale Price of
the Common Stock on the Trading Day immediately preceding such day is less than or equal to the
Base Conversion Price, the Base Conversion Rate and (b) if such Last Reported Sale Price is greater
than the Base Conversion Price, the Base Conversion Rate plus a number of shares of Common Stock
equal to the product of (i) the Incremental Share Factor and (ii) (A) the difference between such
Last Reported Sale Price and the Base Conversion Price divided by (B) such Last Reported Sale
Price.



     “Applicable Stock Price” per share of Common Stock on any Trading Day means the per share
volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg (or any
successor service) page PXD <Equity> AQR (or any equivalent successor page) in respect of the
period from the scheduled open of trading on the principal U.S. national or regional securities
exchange or quotation system on which the Common Stock is traded on such Trading Day, or, if such
volume-weighted average price is not available, the Applicable Stock Price means the
volume-weighted average price per share of Common Stock on such day as determined by a nationally
recognized investment banking firm retained for this purpose by the Company. The Applicable Stock
Price of other securities that constitute Reference Property and that are traded on a National
Securities Exchange shall be determined in a manner substantially equivalent to the foregoing as
determined in good faith by the Company.



     “Base Conversion Price” on any day means a dollar amount (initially, approximately $72.60)
equal to $1,000 divided by the Base Conversion Rate in effect on such day.



     “Base Conversion Rate” is initially 13.7741 shares of Common Stock, subject to adjustment as
set forth herein.



     “Base Dividend Amount” means $0.14 in the aggregate in any single Semi-Annual Period per
outstanding share of Common Stock, subject to inversely proportional adjustment if the Base
Conversion Rate is adjusted; provided, however, that no adjustment will be made to the Base
Dividend Amount for any adjustment made to the Base Conversion Rate pursuant to Section 8.04(d)
hereof.



     “Bid Solicitation Agent” means the agent of the Company appointed to obtain quotations for the
Notes as set forth under the definition of Trading Price, which agent shall at no time be an
Affiliate of the Company. The Company may, from time to time, change the Bid Solicitation Agent.



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



     “Cash Settlement Averaging Period” means, with respect to any Note being converted, the 20
consecutive Trading Days beginning on, and including, the second Trading Day after the Conversion
Date for such Note; provided that with respect to any Conversion Date that is on or after the 24th
Scheduled Trading Day immediately preceding the Maturity Date or a Redemption Date, as applicable,
the Cash Settlement Averaging Period shall mean the 20 consecutive



3









 







Trading Days beginning on, and including, the 22nd Scheduled Trading Day immediately preceding
the Maturity Date or Redemption Date, as the case may be.



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



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Commission” means the Securities and Exchange Commission.



     “Common Stock” means the common stock, par value $0.01 per share, of the Company, which stock
is listed on the New York Stock Exchange at the date of this Supplemental Indenture, or shares of
any class or classes resulting from any reclassification or reclassifications thereof and that have
no preference in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and that are not subject to
redemption by the Company; provided that if at any time there shall be more than one such resulting
class, the shares of each such class then so issuable shall be substantially in the proportion that
the total number of shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such reclassifications.



     “Company” means Pioneer Natural Resources Company, a Delaware corporation, and subject to the
provisions of Article 7 hereof and Article X of the Original Indenture, shall include its
successors and assigns.



     “Company Notice” shall have the meaning specified in Section 9.01(b).



     “Contingent Debt Regulations” shall have the meaning specified in Section 2.08(a).



     “Conversion Agent” shall have the meaning specified in Section 3.02.



     “Conversion Date” shall have the meaning specified in Section 8.02(d).



     “Conversion Obligation” shall have the meaning specified in Section 8.01(a).



     “Custodian” means Wells Fargo Bank, National Association, as custodian for the Depositary,
with respect to the Notes in global form, or any successor entity thereto.



     “Daily Conversion Rate Fraction” means, in respect of any conversion of Notes, a number of
shares of Common Stock for each Trading Day during the relevant Cash Settlement Averaging Period
determined as follows:



     (a) if the Applicable Stock Price of the Common Stock on such Trading Day is less than or
equal to the Base Conversion Price, the Daily Conversion Rate Fraction for such Trading Day
shall be equal to 1/20th of the Base Conversion Rate; and



     (b) if the Applicable Stock Price of the Common Stock on such Trading Day is greater than
the Base Conversion Price, the Daily Conversion Rate Fraction for such Trading Day shall be
equal to 1/20th of the following:



4









 






	 	 	 	 	 	 	 
	Base Conversion Rate +

	 	Applicable Stock Price

of Common Stock on such

Trading Day

— Base Conversion Price	 	x Incremental Share
Factor	 
	
Applicable Stock Price

of Common Stock on such

Trading Day
	 





     Notwithstanding the foregoing, if the Daily Conversion Rate Fraction for any Trading Day in
the relevant Cash Settlement Averaging Period would otherwise be greater than the Daily Share Cap,
the Daily Conversion Rate Fraction for such Trading Day shall be equal to the Daily Share Cap.



     “Daily Conversion Value” means, for each of the 20 consecutive Trading Days during the Cash
Settlement Averaging Period, 1/20th of the product of (a) the Applicable Conversion Rate and (b)
the Applicable Stock Price of the Common Stock on such day. For purposes of the foregoing, the
Daily Conversion Value of Reference Property will be determined by reference to (a) in the case of
Reference Property or part of Reference Property that is traded on a National Securities Exchange,
the Applicable Stock Price of such security or common stock, (b) in the case of any other property
other than cash, the value thereof as determined by two independent nationally recognized
investment banks as of the effective date of the transaction and (c) in the case of cash, 100% of
the amount thereof.



     “Daily Settlement Amount” means for each of the 20 consecutive Trading Days during the Cash
Settlement Averaging Period (1) cash equal to $50, or if less, the Daily Conversion Value; and (2)
to the extent the Daily Conversion Value exceeds $50, a number of shares equal to (A) the
difference between the Daily Conversion Value and $50, divided by (B) the Applicable Stock Price of
the Common Stock for such day.



     “Daily Share Cap” means, in respect of each $1,000 principal amount of Notes, 1/20th of
22.7273 shares of Common Stock, subject to adjustment in the same manner as the Base Conversion
Rate as set forth herein.



     “Defaulted Interest” means any interest on any Note that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date.



     “Designated Institution” shall have the meaning specified in Section 8.02(l).



     “Distributed Property” shall have the meaning specified in Section 8.04(c).



     “Effective Date” means, with respect to a Make-Whole Fundamental Change, a consolidation,
merger, share exchange, sale of all or substantially all of the Company’s assets or other similar
transaction, the date on which such event or transaction becomes effective.



     “Ex-Dividend Date” means, with respect to any issuance, dividend or distribution in which the
holders of Common Stock (or other security) have the right to receive any cash, securities or other
property, the first date on which the shares of the Common Stock (or other



5









 







security) trade on the applicable exchange or in the applicable market, regular way, without
the right to receive the issuance, dividend or distribution in question.



     “Existing Senior Notes” shall have the meaning specified in Section 3.09.



     “Fundamental Change” means the occurrence after the original issuance of the Notes of any of
the following events:



     (a) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act
becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange
Act, of shares of the Common Stock representing more than 50% of the voting power of the Common
Stock entitled to vote generally in the election of directors and (i) files a Schedule 13D or
Schedule TO or any other schedule, form or report under the Exchange Act disclosing such
beneficial ownership or (ii) the Company otherwise becomes aware of any such person or group;
provided that this clause (a) shall not apply to a transaction covered in clause (d) below,
including any exception thereto; or



     (b) the Common Stock into which the Notes are then convertible ceases to be listed for
trading on a National Securities Exchange and is not then quoted on an established automated
over-the-counter trading market in the United States; or



     (c) the first day on which a majority of the members of the board of directors of the
Company does not consist of continuing directors; or



     (d) the Company is a party to a consolidation, merger or binding share exchange, or any
conveyance, transfer, sale, lease or other disposition in a single transaction or a series of
transactions of all or substantially all of the Company’s properties and assets other than any
transaction:




     (i) that does not result in any reclassification, conversion, exchange or cancellation
of outstanding shares of the Company’s capital stock or pursuant to which holders of the
Company’s capital stock immediately prior to the transaction have the entitlement to
exercise, directly or indirectly, 50% or more of the total voting power of all shares of
capital stock entitled to vote generally in elections of directors of the continuing or
surviving or successor Person (or any parent thereof) immediately after giving effect to
such transaction; or




     (ii) that is effected solely for the purpose of changing the Company’s jurisdiction of
incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving
entity or a direct or indirect parent of the surviving corporation; or




     (iii) with any of the Company’s wholly-owned subsidiaries, so long as such transaction
is not part of a plan or a series of transactions designed to or having the effect of
merging or consolidating with, or conveying, transferring, selling, leasing or disposing of
all or substantially all of the Company’s properties and assets to any other Person or
Persons; or



6









 





     (e) the Company’s shareholders approve any plan or proposal for the Company’s liquidation
or dissolution.



     For purposes of this Fundamental Change definition: (a) “board of directors” means the board
of directors or other governing body charged with the ultimate management of any person; (b)
“continuing director” means a director who either was a member of the Board of Directors of the
Company on the date hereof, or who becomes a member of the Board of Directors subsequent to that
date and whose initial election, appointment or nomination for election by the Company’s
shareholders is duly approved by a majority of the continuing directors on the Board of Directors
of the Company at the time of such approval, either by a specific vote or by approval of the proxy
statement issued by the Company on behalf of the Board of Directors of the Company in which such
individual is named as a nominee for director; and (c) “person” includes any syndicate or group
that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.



     Notwithstanding the foregoing, a Fundamental Change will be deemed not to have occurred if
more than 90% of the consideration in the transaction or transactions (other than cash payments for
fractional shares and cash payments made in respect of dissenters’ appraisal rights) which
otherwise would constitute a Fundamental Change under clause (d) above consists of shares of common
stock, depositary receipts or other certificates representing common equity interests traded or to
be traded immediately following such transaction on a National Securities Exchange and, as a result
of the transaction or transactions, the Notes become convertible into such common stock, depositary
receipts or other certificates representing common equity interests (and any rights attached
thereto) and other applicable consideration.



     “Fundamental Change Company Notice” shall have the meaning specified in Section 9.02(b).



     “Fundamental Change Expiration Time” shall have the meaning specified in Section 9.02(b).



     “Fundamental Change Repurchase Date” shall have the meaning specified in Section 9.02(a).



     “Fundamental Change Repurchase Notice” shall have the meaning specified in Section 9.02(a).



     “Fundamental Change Repurchase Price” shall have the meaning specified in Section 9.02(a).



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



     “Incremental Share Factor” means initially 8.9532 shares of Common Stock, subject to the same
proportional adjustment as the Base Conversion Rate as set forth herein.



     “Indenture” means the Original Indenture, as amended and supplemented by this Supplemental
Indenture and, if further amended or supplemented as herein provided, as so amended or
supplemented.



7









 





     “interest” means, when used with reference to the Notes, any interest payable under the terms
of the Notes, including (unless context otherwise requires) Defaulted Interest, if any, and
Additional Interest, if any.



     “Interest Payment Date” means each January 15 and July 15 of each year, beginning on July 15,
2008.



     “Interest Record Date,” with respect to any Interest Payment Date, shall mean the January 1 or
July 1 (whether or not such day is a Business Day) immediately preceding the applicable January 15
or July 15 Interest Payment Date, respectively.



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



     “Make-Whole Fundamental Change” means any transaction or event that occurs prior to January
15, 2013 and constitutes a Fundamental Change as described in clause (a) or clause (d) of the
definition of Fundamental Change.



     “Market Disruption Event” means (a) failure by the principal U.S. national or regional
securities exchange or quotation system on which the Common Stock trades or is quoted to open for
trading during its regular trading session or (b) the occurrence or existence on any Trading Day
for the Common Stock of any suspension or limitation imposed on trading (by reason of movements in
price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any
options, contracts or future contracts relating to the Common Stock for an aggregate period in
excess of one half hour.



     “Maturity Date” means January 15, 2038.



     “Merger Event” shall have the meaning specified in Section 8.06.



     “National Securities Exchange” means a U.S. national securities exchange, including the NASDAQ
Global Market and NASDAQ Global Select Market.



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



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




8











 





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



     “Notice of Conversion” shall have the meaning specified in Section 8.02(b).



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



     “Original Indenture” means the indenture for Debt Securities dated as of January 22, 2008 by
and between the Company and the Trustee.



     “Paying Agent” shall have the meaning specified in Section 3.02.



     “Record Date” shall have the meaning specified in Section 8.04(f).



     “Redemption Date” shall have the meaning specified in Section 10.01(a).



     “Redemption Price” shall have the meaning specified in Section 10.01(a).



     “Reference Property” shall have the meaning specified in Section 8.06(a).



     “Repurchase Date” shall have the meaning specified in Section 9.01(a).



     “Repurchase Notice” shall have the meaning specified in Section 9.01(c).



     “Repurchase Price” shall have the meaning specified in Section 9.01(a).



     “Rights” shall have the meaning specified in Section 8.10.



     “Scheduled Trading Day” means any day that is scheduled to be a Trading Day.



     “Semi-Annual Period” means January 1 through June 30 or July 1 through December 31, as
applicable.



     “Settlement Amount” shall have the meaning specified in Section 8.02.



     “Spin-Off” shall have the meaning specified in Section 8.04(c).



     “Stock Price” means (a) in the case of a Make-Whole Fundamental Change in which holders of
Common Stock receive solely cash consideration in connection with such Make-Whole Fundamental
Change, the amount of cash paid per share of the Common Stock and (b) in the case of all other
Make-Whole Fundamental Changes, the average of the Last Reported Sale Prices per share of Common
Stock over the period of five consecutive Trading Days ending on the Trading Day immediately
preceding the Effective Date of such Make-Whole Fundamental Change. The Board of Directors will
make appropriate adjustments, in its good faith determination, to account for any adjustment to the
Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base
Conversion Rate where the Ex-Dividend Date of the event occurs, during such five consecutive
Trading Days.



9









 





     “Tax Original Issue Discount” means the amount of ordinary interest income on a Note that must
be accrued as original issue discount for U.S. federal income tax purposes pursuant to Treasury
regulation Section 1.1275-4 or any successor thereto.



     “Trading Day” means a day during which trading in the Common Stock generally occurs on the
principal U.S. national or regional securities exchange or quotation system on which the Common
Stock is listed for trading and during which there is no Market Disruption Event; provided that if
the Common Stock is not listed for trading on a U.S. national or regional securities exchange or
quotation system, “Trading Day” will mean a Business Day.



     “Trading Price” with respect to the Notes, on any date of determination means the average of
the secondary market bid quotations obtained by the Bid Solicitation Agent for $5.0 million
principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination
date from three independent nationally recognized securities dealers selected by the Company;
provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent, but
two such bids are obtained, then the average of the two bids shall be used, and if only one such
bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. For
purposes of Article 11, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for
$5.0 million principal amount of Notes from any such nationally recognized securities dealer or the
Company determines in its reasonable judgment that the bids are not indicative of the secondary
market value of the Notes on any determination date, then the Trading Price per $1,000 principal
amount of Notes on any such date will equal (a) the Applicable Daily Conversion Rate of the Notes
as of such determination date multiplied by (b) the average of the Last Reported Sale Prices of
Common Stock for the five consecutive Trading Days ending on such determination date.



     “Trigger Event” shall have the meaning specified in Section 8.10.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as it was in force at
the date of execution of this Supplemental Indenture, except as provided in Section 8.06; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the
term “Trust Indenture Act” shall mean, to the extent required by such amendment, the Trust
Indenture Act of 1939, as so amended.



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



ARTICLE 2

Issue, Description, Execution, Registration

and Exchange of Notes




     Section 2.01.
Designation and Amount; Ranking. The Notes shall be designated as the “2.875%
Convertible Senior Notes due 2038.” The aggregate principal amount of Notes that may be
authenticated and delivered under this Supplemental Indenture is initially limited to $500,000,000
subject to Section 2.07 and except for Notes authenticated and delivered upon



10









 




registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section
2.07, Section 8.02, Section 9.04, Section 7.09 hereof and Section 2.09 of the Original
Indenture.




     Section 2.02. Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A,
which are incorporated in and made a part of this Supplemental Indenture.



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



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



     The terms and provisions contained in the form of Note attached as Exhibit A hereto shall
constitute, and are hereby expressly made, a part of this Supplemental Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this Supplemental
Indenture, expressly agree to such terms and provisions and to be bound thereby.



     Section 2.03. Date and Denomination of Notes; Payments of Interest. The Notes shall be
issuable in registered form without coupons in denominations of $1,000 principal amount and
integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear
interest from the date specified on the face of the form of Note attached as Exhibit A hereto.
Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day
months.



     The Person in whose name any Note (or its predecessor security) is registered on the Note
Register at the close of business on any Interest Record Date with respect to any Interest Payment
Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest
shall be payable at the office or agency of the Company maintained by the Company for such purposes
in the United States, which shall initially be the office of the Paying Agent at



11









 




Sixth and Marquette, Minneapolis, MN 55479. The Company shall pay interest (a) on any Notes
in certificated form by check mailed to the address of the Person entitled thereto as it appears in
the Note Register (or upon written application by such Person to the Trustee and Paying Agent (if
different from the Trustee) not later than the relevant Interest Record Date, by wire transfer in
immediately available funds to such Person’s account within the United States, if such Person is
entitled to interest on an aggregate principal in excess of $1,000,000, which application shall
remain in effect until the Noteholder notifies the Trustee and Paying Agent to the contrary) or (b)
on any Global Note by wire transfer of immediately available funds to the account of the Depositary
or its nominee.




     Section 2.04. Payments of Additional Interest. If required by Section 4.02, each Note shall
bear Additional Interest in the manner set forth herein. Whenever in this Supplemental Indenture
there is mentioned, in any context, the payment of the principal of, premium, if any, or interest
on, or in respect of, any Note, such mention shall be deemed to include mention of the payment of
“Additional Interest” provided for in Section 4.02 to the extent that, in such context, Additional
Interest is, was or would be payable in respect thereof and express mention of the payment of
Additional Interest (if applicable) in any provisions hereof shall not be construed as excluding
Additional Interest in those provisions hereof where such express mention is not made.



     Section 2.05.
Exchange and Registration of Transfer of Notes; Depositary.



     (a) The Company shall cause to be kept at the corporate trust office a register (the register maintained in such office or in any other
office or agency of the Company designated pursuant to Section 3.02 being herein sometimes
collectively referred to as the “Note Register,” which Note Register shall constitute a Debt
Security Register (as such term is defined in the Original Indenture) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes
and of transfers of Notes. Such register shall be in written form or in any form capable of being
converted into written form within a reasonable period of time. The Trustee is hereby appointed
“Note Registrar” shall constitute a Registrar (as such term is defined in the Original Indenture)
for the purpose of registering Notes and transfers of Notes as herein provided. The Company may
appoint one or more co-registrars in accordance with Section 3.02.



     Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at any such office or agency
maintained by the Company pursuant to Section 3.02. Whenever any Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that
the Noteholder making the exchange is entitled to receive, bearing registration numbers not
contemporaneously Outstanding.



     None of the Company, the Trustee, the Note Registrar or any co-registrar shall be required to
exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any
Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any
Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with
Article 9 hereof.



12









 





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



     (b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless
otherwise required by law, all Notes shall be represented by one or more Notes in global form
(each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary.
The transfer and exchange of beneficial interests in a Global Note that does not involve the
issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the
Custodian) in accordance with this Supplemental Indenture and the procedures of the Depositary
therefor.



     Notwithstanding any other provisions of the Indenture (other than the provisions set forth in
this Section 2.05(b)), a Global Note may not be transferred as a whole or in part except (i) by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary and (ii) for transfers of portions of a Global
Note in certificated form made upon request of a member of, or a participant in, the Depositary
(for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on
behalf of the Depositary in accordance with customary procedures of the Depositary and in
compliance with this Section 2.05.



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



     If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or
unable to continue as depositary for the Global Notes and a successor depositary is not appointed
within 90 calendar days, (ii) the Depositary ceases to be registered as a clearing agency under the
Exchange Act and a successor depositary is not appointed within 90 calendar days or (iii) an Event
of Default in respect of the Notes has occurred and is continuing, and any Noteholder has requested
that the Notes be issued in definitive form in exchange for a Global Note, the Company will
execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the
authentication and delivery of Notes, will authenticate and deliver Notes in definitive form to
each person that the Depositary identifies as a beneficial owner of the related Notes (or a portion
thereof) in an aggregate principal amount equal to the principal amount of such Global Note, in
exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note
shall be canceled.



     Definitive Notes issued in exchange for all or a part of the Global Note pursuant to this
Section 2.05(b) shall be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such definitive
Notes to the Persons in whose names such definitive Notes are so registered.



13









 





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



     None of the Company, the Trustee, nor any agent of the Company or 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 Note or maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.



     Section 2.06. CUSIP Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to
Noteholders as a convenience to holders of the Notes; provided, that any such notice may state that
no representation is made as to the correctness of such numbers either as printed on the Notes or
on such notice and that reliance may be placed only on the other identification numbers printed on
the Notes. The Company will promptly notify the Trustee in writing of any change in the “CUSIP”
numbers.



     Section 2.07. Additional Notes; Repurchases. The Company may, without the consent of the
Noteholders and notwithstanding Section 2.01, reopen this Supplemental Indenture and issue
additional Notes hereunder with the same terms and with the same CUSIP number as the Notes
initially issued hereunder in an unlimited aggregate principal amount, which will form the same
series with the Notes initially issued hereunder; provided that no such additional Notes will be
treated as part of the same series as the Notes unless such additional Notes will be part of the
same issue as the Notes initially issued hereunder for U.S. federal income tax purposes. Prior to
the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company
Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion
of Counsel to cover such matters, in addition to those required by Section 13.05 of the Original
Indenture, as the Trustee shall reasonably request. The Company may also from time to time
repurchase the Notes in open market purchases or negotiated transactions without prior notice to
Noteholders.



     Section 2.08. Contingent Debt Tax Treatment.



     (a) The Company and each Noteholder, by
acquiring a beneficial interest in a Note, agree (i) to treat the Note as indebtedness for U.S.
federal income tax purposes that is subject to Treasury regulation Section 1.1275-4 or any
successor thereto (the “Contingent Debt Regulations”), (ii) that each Noteholder shall be bound by
the Company’s application of the Contingent Debt Regulations to the Note, including the Company’s
determination of the “comparable yield” and “projected payment schedule” within the meaning of the
Contingent



14









 




Debt Regulations, (iii) to treat the cash and the fair market value of any Common Stock
received upon the conversion of the Note as a contingent payment for purposes of the Contingent
Debt Regulations, (iv) to accrue interest with respect to the Outstanding Note as Tax Original
Issue Discount according to the “noncontingent bond method” set forth in the Contingent Debt
Regulations, using the comparable yield of 6.75% compounded semi-annually and (v) that the Company
and each Noteholder will not take any position on any U.S. federal income tax return that is
inconsistent with (i), (ii), (iii) or (iv) unless required by applicable law. A Noteholder may
obtain the issue price, the amount of Tax Original Issue Discount, issue date, yield to maturity,
comparable yield and projected payment schedule for the Notes, as determined by the Company
pursuant to the Contingent Debt Regulations, by submitting a written request to the Company at the
following address: Pioneer Natural Resources Company, 5205 North O’Connor Boulevard, Suite 200,
Irving, Texas 75039, Attention: Chief Financial Officer.




     (b) Each Note shall bear a legend relating to U.S. federal income tax matters in the form set
forth in Exhibit A.



     (c) The Company acknowledges and agrees, and each Noteholder and any beneficial owner of a
Note by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable
yield and the schedule of projected payments are not determined for any purpose other than for the
determination of interest accruals and adjustments thereof in respect of the Notes for United
States federal income tax purposes and (ii) the comparable yield and the schedule of projected
payments do not constitute a projection or representation regarding the amounts payable on the
Notes.



     (d) The Company may cause to be withheld from any payment hereunder any tax withholding
required by law or regulations, including, in the case of any withholding obligation arising from
income that does not give rise to any cash or property from which any applicable withholding tax
could be satisfied, set off against any subsequent payment of cash or property hereunder.



     Section 2.09. Calculation of Tax Original Issue Discount. The Company shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying the amount of Tax
Original Issue Discount (including daily rates and accrual periods) accrued on Outstanding Notes as
of the end of such year and (ii) such other specific information relating to such Tax Original
Issue Discount as may then be required under the Code or the Treasury regulations promulgated
thereunder, including the amount of any adjustment made under the noncontingent bond method to
account for the amount of any difference between the amount of any actual payment and the amount of
any projected payment.



ARTICLE 3

Particular Covenants of the Company




     Section 3.01. Payment of Principal, Premium and Interest. The Company covenants and agrees
that it will cause to be paid the principal of and premium, if any (including the Fundamental
Change Repurchase Price, the Repurchase Price and the Redemption Price), and accrued and unpaid
interest on each of the Notes at the places, at the respective times and in the manner provided
herein and in the Notes. Each installment of interest on the Notes, may be paid by mailing checks
for the amount payable to Noteholders entitled thereto as they shall appear on
the registry books of the Company; provided that, with respect to any Noteholder with an



15









 




aggregate principal amount in excess of $1,000,000, at the application of such holder in writing to
the Trustee and Paying Agent (if different from the Trustee) not later than the relevant Interest
Record Date, interest on such holder’s Notes shall be paid by wire transfer in immediately
available funds to such holder’s account in the United States, which application shall remain in
effect until the Noteholder notifies the Trustee and Paying Agent to the contrary; provided further
that payment of interest made to the Depositary shall be paid by wire transfer in immediately
available funds in accordance with such wire transfer instructions and other procedures provided by
the Depositary from time to time.




     Section 3.02. Maintenance of Office or Agency. The Company will
maintain in the United States, an office or agency where the Notes may be surrendered for
registration of transfer or exchange or for presentation for payment, repurchase or redemption
(“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon
the Company in respect of the Notes and the Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the corporate trust office or the office or agency of the
Trustee.



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



     The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar,
Custodian, Bid Solicitation Agent and Conversion Agent and the corporate trust office and the
office or agency of the Trustee each shall be considered as one such office or agency of the
Company for each of the aforesaid purposes.



     Section 3.03. Existence. Except as permitted by Section 7.01, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its corporate
existence.



     Section 3.04. Stay, Extension and Usury Laws. The Company covenants (to the extent that
it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the principal of or
interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in
force, or that may affect the covenants or the performance of the Indenture; and the Company (to
the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not, by resort to any such law, hinder, delay or impede the



16









 




execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.




     Section 3.05. Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 calendar days after
the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31,
2008) an Officers’ Certificate stating whether or not each signer thereof has knowledge of any
failure by the Company to comply with all conditions and covenants then required to be performed
under the Indenture and, if so, specifying each such failure and the nature thereof.



     In addition, the Company shall deliver to the Trustee, as soon as possible and in any event within 30 calendar
days after the Company becomes aware of the occurrence of any Event of Default or Default, an
Officers’ Certificate setting forth the details of such Event of Default or Default, its status and
the action that the Company proposes to take with respect thereto.



     Section 3.06. Additional Interest. If Additional Interest is payable by the Company, the
Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (a) the amount
of such Additional Interest that is payable and (b) the date on which such interest is payable.
Unless and until a responsible officer of the Trustee receives at the corporate trust office such a
certificate, the Trustee may assume without inquiry that no such Additional Interest is payable.



     Section 3.07. Further Instruments and Acts. Upon request of the Trustee, the Company will execute
and deliver such further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Supplemental Indenture.



     Section 3.08. Reporting Obligations. (a) The Company shall deliver to the Trustee (unless such reports have
been filed within the time period set forth below on the Commission’s Electronic Data Gathering,
Analysis and Retrieval or any successor system), within 15 calendar days after the Company files
them with the Commission, copies of its annual reports and of information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act.



     (b) The Company also shall comply with the other provisions of Section 314(a) of the Trust Indenture Act.



     Section 3.09. Obligation to Guarantee. If at any time any of the Company’s 6.50% Senior Notes
due 2008, 5.875% Senior Notes due 2012, 5.875% Senior Notes due 2016, 6.65% Senior Notes due 2017,
6.875% Senior Notes due 2018 or 7.20% Senior Notes due 2028 (the “7.20% Notes” and collectively
with all other senior notes, the “Existing Senior Notes”) are guaranteed by the Guarantor pursuant
to the terms of the indentures under which such Existing Senior Notes were issued or any applicable
supplemental indenture related to such Existing Senior Notes, then the Company, the Guarantor and
the Trustee shall as soon as reasonably practicable thereafter execute and deliver a supplemental
indenture to the Original Indenture pursuant to which the Guarantor shall unconditionally guarantee
the Notes on substantially the same terms as the Guarantor shall have guaranteed such Existing
Senior Notes; provided, however, that if the Guarantor is not required to guarantee the 7.20% Notes
or if the 7.20% Notes



17









 




are no longer outstanding, then the Guarantor shall guarantee the Notes on substantially the
same terms as the most recently issued series of Existing Senior Notes that are guaranteed. The
Company, the Guarantor and the Trustee, as applicable, also shall execute and deliver such other
documents, instruments or certificates as are reasonably necessary or appropriate to effect the
required guarantee of the Notes.




ARTICLE 4

Defaults and Remedies




     Section 4.01. Additional Events of Default; Modifications. In addition to those Events of
Default set forth in Section 6.01 of the Original Indenture, the following events shall be Events
of Default with respect to the Notes and the terms of the Original Indenture shall be modified as
set forth below:



     (a) failure by the Company to issue a Fundamental Change Company Notice when such
notice becomes due in accordance with Section 9.02(b);



     (b) failure by the Company to comply with its obligations to repurchase the Notes as required
under Article 9 or on any other repurchase date; or



     (c) failure by the Company to comply with its obligations to redeem the Notes under Article 10
after the Company issues a notice of redemption in accordance with Section 3.03 of the Original
Indenture.



     (d) For purposes of the Notes, the following text shall be added at the end of clause (g) of
Article VI, Section 6.01 of the Original Indenture:




“For purposes of this clause (g), the term “Significant Subsidiary” shall include any
Subsidiary of the Company that is a “significant subsidiary” (as defined in Regulation S-X
under the Exchange Act) and in addition, shall include any group of Subsidiaries of the
Company that in the aggregate would constitute a “significant subsidiary” (as defined in
Regulation S-X under the Exchange Act).”



     Section 4.02. Sole Remedy for Failure to Report. Notwithstanding any other provision of the
Indenture, if the Company so elects, the sole remedy for an Event of Default relating to the
failure to comply with the reporting obligations under Section 3.08 will, for the period beginning
on the 91st calendar day after the written notice of the occurrence of such failure to report from
the Trustee or holders of 25% of the Outstanding principal amount of the Notes, consist exclusively
of the right to receive additional interest on the Notes at a rate equal to 0.25% per annum of the
principal amount of the Notes (the “Additional Interest”). This Additional Interest will be
payable in the same manner and on the same dates as the stated interest payable on the Notes. If
the Company so elects, this Additional Interest will accrue on all Outstanding Notes from and
including the 91st day following the date of such written notice of the failure to comply with
Section 3.08 to but not including the date on which the Event of Default relating to the reporting
obligations as set forth in Section 3.08 shall have been cured or waived. On the 180th calendar
day after the commencement of such Additional Interest (if such violation is not



18









 




cured or waived prior to such 180th calendar day), the Notes will be subject to acceleration
upon written notice from the Trustee or holders of 25% of the Outstanding principal amount of the
Notes.




     In order to exercise the extension right and elect to pay the Additional Interest as the sole
remedy following the occurrence of any Event of Default relating to the failure to comply with
Section 3.08 in accordance with the preceding paragraph, the Company must notify all Noteholders
and the Trustee and Paying Agent of such election prior to the close of business on the 91st
calendar day after the written notice to the Company of such failure to report (or, if such date is
not a Business Day, on the first Business Day thereafter). Upon the Company’s failure to timely
give such notice, the Notes will be subject to acceleration as provided in this Section 4.02.



     For the avoidance of doubt, the provisions of this Section 4.02 will not affect the rights of
Noteholders in the event of the occurrence of any other Event of Default.



ARTICLE 5

[Reserved]




ARTICLE 6

Modifications and Amendments




     Section 6.01. Modifications and Amendments Without Consent of Noteholders. In addition to the
matters described in Section 9.01 of the Original Indenture, the Company and the Trustee may from
time to time and at any time enter into an indenture, supplemental indenture or amendment to this
Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act as then in
effect), without the consent of the Noteholders to make provisions with respect to the conversion
of the Notes as required by Section 8.06, to add the guarantee contemplated by Section 3.09, and to
provide for succession as contemplated in Article 7 hereof and Article X of the Original
Indenture.



     Any indenture, supplemental indenture or amendment to this Supplemental Indenture
authorized by the provisions of this Section 6.01 may be executed by the Company and the Trustee
without the consent of the holders of any of the Outstanding Notes, notwithstanding any of the
provisions of Section 6.02 or Section 9.02 of the Original Indenture.



     Section 6.02. Modifications and Amendments With Consent of Noteholders. With the consent
(evidenced as provided in Section 8.01 of the Original Indenture or in accordance with the
procedures of the Depositary) of the holders of at least a majority of Outstanding principal amount
of the Notes (determined in accordance with Article 8 of the Original Indenture and including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes), the Company, when authorized by a Board Resolution and the Trustee, at the
Company’s expense, may from time to time enter into an indenture, supplemental indenture or
amendment to this Supplemental Indenture or the Notes for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or
any supplemental indenture or of modifying in any manner the rights of the holders of the Notes;
provided, however, that in addition to the matters described in the



19









 




proviso to Section 9.02 of the Original Indenture, with respect to the Notes, no such
amendment shall, without the consent of each Noteholder affected hereby:




     (a) make any change that
impairs or adversely affects the conversion rights of any Notes;



     (b) reduce any amount payable upon redemption or repurchase of any Note (including the
Fundamental Repurchase Price, the Repurchase Price and the Redemption Price) or change the time at
which or circumstances under which the Notes may or shall be redeemed or repurchased; or



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



ARTICLE 7

Consolidation, Merger, Sale, Conveyance and Lease




     Section 7.01. Company May Consolidate, Etc. on Certain Terms. Notwithstanding anything to the
contrary in Section 10.01 of the Original Indenture, the Company shall not consolidate with or
merge into any other Person or convey, transfer or lease all or substantially all of the Company’s
properties and assets to any successor Person in a single transaction or series of transactions,
unless:



     (a) either:



          (i) the resulting, continuing, surviving or transferee Person is the Company;




     or



          (ii) the resulting, continuing, surviving or transferee Person, if other than the
Company, is organized and validly existing under the laws of the United States of America,
any state thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, all of the obligations of the Company under the Notes and the Indenture;




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



     (c) the Company has satisfied other conditions in the Indenture, including Section 7.03.



     Any reference in the Original Indenture to Section 10.01 therein shall, for the Notes, be
deemed a reference to this Section 7.01.



20









 





ARTICLE 8

Conversion of Notes




     Section 8.01. Right to Convert. (a) Subject to the provisions of this Article 8, on or prior
to the close of business on the Business Day immediately preceding the Maturity Date, the
Noteholders shall have the right, at such holder’s option, to convert all or any portion (if the
portion to be converted is $1,000 principal amount or an integral multiple thereof) of such
holder’s Note into cash, and, if applicable, Common Stock based on the Applicable Conversion Rate,
unless such Notes have been previously redeemed or repurchased. The obligation of the Company to
convert the Notes is referred to as the “Conversion Obligation.” A Noteholder’s right to convert a
Note called for redemption will terminate at the close of business on the Business Day immediately
preceding the Redemption Date for the Note, unless the Company defaults in making the payment due
upon redemption. In addition, if a Noteholder has exercised its right to require the Company to
repurchase its Notes under Article 9, such Noteholder may convert its Notes only if it withdraws
its notice and converts its Notes before the close of business on the Business Day immediately
preceding such Repurchase Date or Fundamental Change Repurchase Date, as applicable. The delivery
to the Noteholder of the Settlement Amount together with any cash payment for such holder’s
fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount
of the Notes and to satisfy the Company’s obligation to pay accrued and unpaid interest through the
Conversion Date, except as provided in Section 8.02(i).



     Subject to the foregoing, prior to October
15, 2037, the Notes are convertible only in the circumstances described below in clauses (i)-(iv).
On or after October 15, 2037, a Noteholder may surrender Notes for conversion at any time prior to
the close of business on the Business Day preceding the Maturity Date without regard to such
conditions.




     (i) Conversion Upon Satisfaction of Common Stock Price Condition. Notes may be converted
during any calendar quarter commencing after March 31, 2008, and only during such quarter, if
the Last Reported Sale Price of the Common Stock for at least 20 Trading Days during 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 Days, of any event requiring adjustment of the Base Conversion Price
under this Indenture) is more than 130% of the Base Conversion Price on such 30th Trading Day.




     (ii) Conversion Upon Satisfaction of Trading Price Condition. Notes may be converted
during the five consecutive Business Days after any 10 consecutive Trading Days on which the
Trading Price of $1,000 principal amount of Notes, as determined by the Trustee following a
request by a Noteholder in accordance with the procedures described below in Section 8.01(c),
for each Trading Day of such 10 Trading Days was less than 97% of the product of the Last
Reported Sale Price of the Common Stock for such Trading Day and the Applicable Daily Conversion
Rate on such day.




     (iii) Conversion Upon Notice of Redemption. A Note may be converted if such Note has been
called for redemption by the Company pursuant to Section 9.01 and the redemption has not yet
occurred, so long as the Noteholder surrenders such Note for conversion (or if the



21









 






Note is held in book-entry form, completes and delivers to the Depositary appropriate
instructions in accordance with the applicable procedures of the Depositary) prior to the close
of business on the Business Day prior to the applicable Redemption Date (provided that if the
Company shall default in paying the Redemption Price when due, the conversion right shall
continue until such time as such default is cured and such Note is redeemed), whether or not the
Note is otherwise convertible at such time.




     (iv) Conversion Upon Specified Corporate Transactions.




     A Note may be converted during the applicable time period specified below if:




     (A) the Company makes 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 45 calendar days after the Record Date
of the date of distribution) to subscribe for or purchase shares of Common Stock at a price
per share less than the average Last Reported Sale Prices of the Common Stock for the 10
Trading Days immediately preceding the date such distribution was first publicly announced;




     (B) the Company makes a distribution to all or substantially all holders of Common
Stock, of cash or other assets, debt securities, or rights or warrants to purchase the
Company’s securities (other than those referred to above), 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
Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the
date such distribution was first publicly announced;




     (C) the Company is party to a consolidation, merger, share exchange, sale of all or
substantially all of its assets or other similar transaction (in each case other than with
one of the Company’s wholly-owned Subsidiaries), in each case pursuant to which the Common
Stock would be converted into (or holders of Common Stock would be entitled to receive)
cash, securities or other property; or




     (D) a Make-Whole Fundamental Change occurs.



     In the event of a distribution described in Sections 8.01(a)(iv)(A) and (B), the Company shall
cause a written notice of such distribution to be given to the Trustee and the Conversion Agent and
to be mailed to each Noteholder no later than 20 Trading Days prior to the Ex-Dividend Date for
such distribution. Once the Company has given such notice, Noteholders may surrender their Notes
for conversion at any time thereafter until the earlier of the close of business on the Business
Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution
will not take place. If such distribution does not occur as anticipated, the Company will issue a
press release and notify the holders who have elected to convert their Notes promptly after the
Company determines that such transaction will not occur and each such holder may elect to withdraw
any then pending election to convert by a written notice of withdrawal delivered to the Conversion
Agent within 10 Business Days (or longer period if required by law) after the Company makes such
announcement. In such event, the



22









 




Noteholders who do not make such a withdrawal election will receive the applicable Settlement
Amount with respect to Notes surrendered for conversion three Trading Days following the later of
(i) the end of the applicable Cash Settlement Averaging Period or (ii) the expiration of the 10
Business Day (or longer period if required by law) withdrawal period referred to above.




     In the event of a transaction described in Section 8.01(a)(iv)(C), the Company shall cause a
written notice of such transaction to be given to the Trustee and the Conversion Agent and to each
Noteholder no later than the date on which such transaction becomes effective. Once the Company
has given such notice, Noteholders may surrender their Notes for conversion at any time from and
including the Effective Date of such transaction until and including the date that is 30 calendar
days after the Effective Date of such transaction.



     In the event of a Make-Whole Fundamental Change, the Company shall give notice to the Trustee,
the Conversion Agent and the Noteholders in accordance with the provisions of Section 8.03(d).
Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any
time from and including the Effective Date of such transaction (or 15 Trading Days prior to the
date the Company has announced as the anticipated Effective Date of the Make-Whole Fundamental
Change if such event constitutes a Fundamental Change as described under clause (d) of the
definition of Fundamental Change) until and including the date that is 30 calendar days after the
Effective Date of such transaction; provided, however, the Company will have no obligation to
deliver any Settlement Amount in respect of any such conversion prior to the Effective Date of such
Make-Whole Fundamental Change.



     In the case of an event constituting a Fundamental Change as described under clause (d) of the
definition of Fundamental Change, if the Company determines that such transaction will not occur on
substantially the terms anticipated, the Company will not be obligated to increase the Applicable
Conversion Rate pursuant to Section 8.03, regardless of the fact that holders may have elected to
convert Notes in anticipation of the Effective Date of such event and the Company will issue a
press release and notify the holders who have elected to convert their Notes promptly after the
Company determines that such transaction will not occur and each such holder may elect to withdraw
any then pending election to convert by a written notice of withdrawal delivered to the Conversion
Agent within 10 Business Days (or longer period if required by law) after the Company makes such
announcement. In such event, the Noteholders who do not make such a withdrawal election will
receive the applicable Settlement Amount with respect to Notes surrendered for conversion three
Trading Days following the later of (i) the end of the applicable Cash Settlement Averaging Period
or (ii) the expiration of the 10 Business Day (or longer period if required by law) withdrawal
period referred to above.



     (b) For each quarter of the Company commencing prior to October 15, 2037, the Company shall
determine, on the first Business Day following the last Trading Day of the immediately preceding
quarter, whether the Notes are convertible pursuant to clause (i) of Section 8.01(a). If the
conditions set forth in clause (i) of Section 8.01(a) have been met, the Company shall so notify
the Trustee and mail to each Noteholder a written notice. 



     (c) The Trustee shall have no obligation to determine the Trading Price of the Notes pursuant
to clause (ii) of Section 8.01(a) unless the Company has requested such determination in writing;
and the Company shall have no obligation to make such request unless a Noteholder



23









 




provides the Company with reasonable evidence that the Trading Price per $1,000 principal
amount of Notes is reasonably likely to be less than 97% of the product of the Last Reported Sale
Price of the Common Stock and the Applicable Daily Conversion Rate then in effect on such date. If
a Noteholder provides such evidence or if the Company otherwise elects to require such
determination, the Company shall instruct the Trustee to determine the Trading Price of the Notes
beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the
Notes is greater than or equal to 97% of the product of the Last Reported Sale price of the Common
Stock and the Applicable Daily Conversion Rate on such date. The Trustee shall promptly notify the
Company of its determination on each such day. If the condition set forth in clause (ii) of
Section 8.01(a) has been met, the Company shall so notify the Noteholders. 




     (d) For purposes of clause (ii) of Section 8.01(a), if the Bid Solicitation Agent cannot
reasonably obtain at least one bid for $5.0 million principal amount of Notes from an independent
nationally recognized securities dealer on a Trading Day, then the Trading Price of Notes will be
deemed to be less than 97% of the product of the Last Reported Sale Price of the Common Stock and
the Applicable Daily Conversion Rate for such Trading Day.



     Section 8.02. Conversion Procedure; Payment Upon Conversion.



     (a) Subject to this Section 8.02, the Company will satisfy the Conversion Obligation with respect to each $1,000 principal amount of
Notes surrendered for conversion in cash and shares of fully paid Common Stock, if applicable, by
delivering a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the
20 consecutive Trading Days during the applicable Cash Settlement Averaging Period.



     Except as otherwise provided herein, the Company shall deliver the Settlement Amount to the
Noteholders who have surrendered Notes for conversion on the third Business Day immediately
following the last day of the Cash Settlement Averaging Period in respect of such Notes; provided
that, in the event of Reference Property which consists entirely of assets under clauses (b) and
(c) of the definition of Daily Conversion Value, the Company shall pay the Settlement Amount as
promptly as practicable, but in no event later than the third Business Day after the date of
determination of the value of such consideration, provided that no payment will be made prior to
the occurrence of the transaction.



     The (i) Applicable Conversion Rate, (ii) cash component of the Settlement Amount, (iii) number
of full shares of Common Stock, if any, to be delivered, and (iv) cash deliverable in lieu of
fractional shares pursuant to Section 8.02(k), if any, shall be determined by the Company promptly
following the last day of the Cash Settlement Averaging Period. Promptly after such determination,
the Company shall provide written notice to the Trustee and the Conversion Agent of such
determination. The Trustee and the Conversion Agent shall have no responsibility for any such
determination.



     (b) Before any holder of a Note shall be entitled to convert the same as set forth above, such
holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in
effect at that time and, if required, pay funds equal to interest payable on the next Interest
Payment Date to which such holder is not entitled as set forth in Section 8.02(i) and, if required,
all transfer or similar taxes, if any, as set forth Section 8.02(f) and (ii) in the case of a



24









 




Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable
notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile
thereof) (Exhibit B hereto) (a “Notice of Conversion”) at the office of the Conversion Agent and
shall state in writing therein the principal amount of Notes to be converted and the name or names
(with addresses) in which such holder wishes the certificate or certificates for the shares of
Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2)
surrender such Notes, duly endorsed to the Company or in blank, at the office of the Conversion
Agent, (3) if required, pay funds equal to interest payable on the next Interest Payment Date to
which such holder is not entitled as set forth in Section 8.02(i), (4) if required, furnish
appropriate endorsements and transfer documents, and (5) if required, pay all transfer or similar
taxes, if any, as set forth in Section 8.02(f). The Trustee (and if different, the relevant
Conversion Agent) shall notify the Company of any conversion pursuant to this Article 8 on the date
of such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a
holder thereof if such holder has also delivered a Fundamental Change Repurchase Notice or
Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such
Fundamental Change Repurchase Notice or Repurchase Notice, as the case may be, in accordance with
Section 9.03.




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



     (c) Upon effectiveness of corporate transactions specified in Section 8.06, the Company will
settle conversion with respect to such transactions as described above (based on the Applicable
Conversion Rate as increased by the Additional Shares as set forth in Section 8.03, as applicable)
on the later to occur of (i) the third Trading Day immediately following the Effective Date of the
transaction and (ii) the third Trading Day following the last day of the applicable Cash Settlement
Averaging Period.



     (d) A Note shall be deemed to have been converted immediately prior to the close of business
on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in
Section 8.02(b) above. The payment of cash and delivery of shares of Common Stock, if any, and the
payment of cash, if any, in lieu of fractional shares, pursuant to Section 8.02(a) in satisfaction
of the Conversion Obligation shall be made by the Company in no event later than the date specified
in Section 8.02(a) or 8.02(c) or elsewhere in this Supplemental Indenture by (i) payment of the
cash comprising a portion of the Settlement Amount (including amounts of cash in lieu of the
issuance of any fractional shares, if any), and (ii) by issuing or causing to be issued, and
delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees,
certificates or a book-entry transfer through the Depositary for the number of full shares of
Common Stock, if any, to which such holder shall be entitled as part of such Conversion Obligation.



     (e) In case any Note shall be surrendered for partial conversion, the Company shall execute
and the Trustee shall authenticate and deliver to or upon the written order of the holder of the
Note so surrendered, without charge to such holder, a new Note or Notes in authorized



25









 




denominations in an aggregate principal amount equal to the unconverted portion of the
surrendered Note.




     (f) If a holder submits a Note for conversion, the Company shall pay all documentary, stamp or
similar issue or transfer tax, if any, that may be imposed by the United States or any political
subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares
of Common Stock, upon the conversion. However, the holder shall pay any such tax that is due
because the holder requests any such shares of Common Stock to be issued in a name other than the
holder’s name. The Conversion Agent may refuse to deliver the certificates representing the shares
of Common Stock being issued in a name other than the holder’s name until the Trustee receives a
sum sufficient to pay any tax that 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.



     (g) Except as provided in Section 8.04, no adjustment shall be made for dividends on any
shares issued upon the conversion of any Note as provided in this Article.



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



     (i) If Notes are converted after the close of business on a Interest Record Date but prior to
the open of business on the immediately following Interest Payment Date, holders of such Notes as
of the close of business on the Interest Record Date will receive the interest payable on such
Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes, upon
surrender for conversion during the period from the close of business on any Interest Record Date
but prior to the open of business on the immediately following Interest Payment Date must be
accompanied by funds equal to the amount of the interest payable on the Notes so converted;
provided, however, that no such payment shall be required (1) if the Company has specified a
Redemption Date or Fundamental Change Repurchase Date that is after an Interest Record Date but on
or prior to the Business Day immediately following the related Interest Payment Date, (2) to the
extent of any overdue interest, if any, existing at the time of conversion with respect to such
Note or (3) if the Notes are surrendered for conversion after the close of business on the Interest
Record Date immediately preceding the Maturity Date and before the close of business on the
Business Day immediately preceding the Maturity Date. Except as described above, no payment or
adjustment will be made for accrued and unpaid interest on converted Notes.



     (j) The Person in whose name the certificate for any shares of Common Stock delivered upon
conversion is registered shall be treated as a stockholder of record as of the close of business on
the last Trading Day of the Cash Settlement Averaging Period; provided, however, if the last
Trading Day of the Cash Settlement Averaging Period occurs on any date when the stock transfer
books of the Company shall be closed, such occurrence shall not be effective to constitute the
Person or Persons entitled to receive any such shares of Common Stock due upon conversion as the
record holder or holders of such shares of Common Stock on such date, but such occurrence shall be
effective to constitute the Person or Persons entitled to



26









 




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.
Upon conversion of Notes, such Person shall no longer be a Noteholder.




     (k) No fractional shares of Common Stock shall be issued upon conversion of any Note or Notes.
Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of
any Note or Notes (or specified portions thereof), the Company shall pay a cash adjustment in
respect of such fraction (calculated to the nearest one-100th of a share), as determined by the
Company, in an amount equal to the same fraction of the average of the Applicable Stock Prices on
each Trading Day of the applicable Cash Settlement Averaging Period. If more than one Note shall
be surrendered for conversion at one time by the same holder, the number of full shares that shall
be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount
of the Notes (or specified portions thereof) so surrendered.



     (l) When a Noteholder surrenders Notes for conversion, the Company may direct, in writing, the
Conversion Agent to surrender such Notes to a financial institution designated by the Company (the
“Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes
surrendered for conversion, the Designated Institution must agree to deliver, in exchange for such
Notes, cash and the number of shares of Common Stock, if any, due upon conversion based upon the
Applicable Conversion Rate in full satisfaction of the Conversion Obligation, as determined
pursuant to Section 8.02(a). By the close of business on the Scheduled Trading Day immediately
preceding the start of the Cash Settlement Averaging Period, the Company will provide written
notification to the Noteholder surrendering the Notes for conversion that it has directed the
Designated Institution to make an exchange in lieu of conversion. If the Designated Institution
accepts any such Notes, it will deliver the cash, and if any, the number of shares of Common Stock
due upon conversion to the Conversion Agent, and the Conversion Agent will deliver such cash and
shares of Common Stock to the converting Noteholder. Any Notes exchanged by the Designated
Institution will remain Outstanding. If the Designated Institution does not accept the Notes for
exchange or agrees to accept any Notes for exchange but does not timely deliver the related cash
and shares of Common Stock, the Company will, as promptly as practical thereafter (but in any
event, no later than the fourth Trading Day immediately following the last Trading Day of the
relevant Cash Settlement Averaging Period) convert the Notes as set forth under Section 8.02(a).
The Company’s designation of a Designated Institution to which the Notes may be submitted for
exchange does not require the Designated Institution to accept any Notes. The Company will not pay
any consideration to, or otherwise enter into any agreement with, the Designated Institution for or
with respect to such designation.



     Section 8.03. Increase of Conversion Rate Upon Conversion Upon Make-Whole Fundamental Changes.
(a) If a Noteholder elects to convert Notes in connection with a Make-Whole Fundamental Change,
then the Applicable Conversion Rate of the Notes being converted by such Noteholder shall be
increased by an additional number of shares of Common Stock (the “Additional Shares”) if any, as
described herein. For purposes of this Section 8.03, any conversion of the Notes by a Noteholder
will be deemed to be “in connection with” such Make-Whole Fundamental Change if it occurs during
the period that begins on the Effective Date of such Make-Whole Fundamental Change (or 15 Trading
Days prior to the date the Company has



27









 




announced as the anticipated Effective Date of such Make-Whole Fundamental Change pursuant to
clause (d) below if such event constitutes a Fundamental Change as described under clause (d) of
the definition of Fundamental Change) and ends on (and includes) the Business Day prior to the
Fundamental Change Repurchase Date relating to such Make-Whole Fundamental Change. In the case of
a transaction described in clause (d) of the definition of Fundamental Change, if the Company
determines that such transaction will not occur on substantially the terms as anticipated, the
Company will not be obligated to increase the Applicable Conversion Rate, regardless of the fact
that holders may have elected to convert Notes in anticipation of the effective date of such event,
and the Company will issue a press release and notify the holders who have so elected to convert
their Notes promptly after the Company determines that the transaction in question will not occur.
Each such holder may then elect to withdraw any election to convert by a written notice of
withdrawal delivered to the Conversion Agent within 10 Business Days after the Company announces
that the transaction will not occur as anticipated (or longer period if required by applicable
law).




     The increase in the Applicable Conversion Rate in connection with a Make-Whole Fundamental
Change, expressed as a number of Additional Shares, will be determined by the Company by reference
to the table and adjustments thereto in Section 8.03(b), based on the Effective Date of the
Make-Whole Fundamental Change and the applicable Stock Price.



     (b) The following table sets forth the Effective Date and number of Additional Shares by which
the Applicable Conversion Rate will be increased upon a conversion in connection with a Make-Whole
Fundamental Change that occurs in the corresponding period to be determined by reference to the
Stock Price and Effective Date of the Make-Whole Fundamental Change:



Number of Additional Shares

(per $1,000 principal amount of Notes)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Effective Date	 	Stock Price	 
	 
	 	$	44.00	 	 	$	45.00	 	 	$	50.00	 	 	$	55.00	 	 	$	60.00	 	 	$	65.00	 	 	$	70.00	 	 	$	75.00	 	 	$	80.00	 	 	$	85.00	 	 	$	90.00	 	 	$	95.00	 	 	$	100.00	 	 	$	105.00	 	 	$	110.00	 	 	$	115.00	 	 	$	120.00	 	 	$	125.00	 	 	$	130.00	 	 	$	135.00	 	 	$	140.00	 	 	$	145.00	 
	January 22, 2008
	 	 	8.9532	 	 	 	8.6584	 	 	 	7.4596	 	 	 	6.6174	 	 	 	6.0289	 	 	 	5.6226	 	 	 	5.3485	 	 	 	4.8841	 	 	 	4.2348	 	 	 	3.7006	 	 	 	3.2570	 	 	 	2.8853	 	 	 	2.5714	 	 	 	2.3040	 	 	 	2.0744	 	 	 	1.8760	 	 	 	1.7033	 	 	 	1.5519	 	 	 	1.4184	 	 	 	1.3000	 	 	 	1.1945	 	 	 	1.0998	 
	January 15, 2009
	 	 	8.9532	 	 	 	8.6163	 	 	 	7.1223	 	 	 	6.1950	 	 	 	5.5523	 	 	 	5.1159	 	 	 	4.8297	 	 	 	4.3664	 	 	 	3.7274	 	 	 	3.2099	 	 	 	2.7870	 	 	 	2.4384	 	 	 	2.1487	 	 	 	1.9059	 	 	 	1.7007	 	 	 	1.5258	 	 	 	1.3758	 	 	 	1.2459	 	 	 	1.1328	 	 	 	1.0335	 	 	 	0.9458	 	 	 	0.8679	 
	January 15, 2010
	 	 	8.9532	 	 	 	8.5743	 	 	 	6.7546	 	 	 	5.7135	 	 	 	4.9963	 	 	 	4.5175	 	 	 	4.2136	 	 	 	3.7510	 	 	 	3.1258	 	 	 	2.6309	 	 	 	2.2361	 	 	 	1.9187	 	 	 	1.6615	 	 	 	1.4512	 	 	 	1.2777	 	 	 	1.1333	 	 	 	1.0120	 	 	 	0.9091	 	 	 	0.8211	 	 	 	0.7541	 	 	 	0.6790	 	 	 	0.6209	 
	January 15, 2011
	 	 	8.9532	 	 	 	8.5322	 	 	 	6.3577	 	 	 	5.1544	 	 	 	4.3259	 	 	 	3.7818	 	 	 	3.4507	 	 	 	2.9898	 	 	 	2.3870	 	 	 	1.9280	 	 	 	1.5770	 	 	 	1.3073	 	 	 	1.0984	 	 	 	0.9352	 	 	 	0.8065	 	 	 	0.7038	 	 	 	0.6290	 	 	 	0.5529	 	 	 	0.4965	 	 	 	0.4491	 	 	 	0.4087	 	 	 	0.3737	 
	January 15, 2012
	 	 	8.9532	 	 	 	8.4902	 	 	 	6.2918	 	 	 	4.5110	 	 	 	3.4802	 	 	 	2.8090	 	 	 	2.4241	 	 	 	1.9697	 	 	 	1.4163	 	 	 	1.0324	 	 	 	0.7684	 	 	 	0.5875	 	 	 	0.4630	 	 	 	0.3764	 	 	 	0.3151	 	 	 	0.2705	 	 	 	0.2371	 	 	 	0.2112	 	 	 	0.1903	 	 	 	0.1731	 	 	 	0.1584	 	 	 	0.1457	 
	January 15, 2013
	 	 	8.9532	 	 	 	8.4481	 	 	 	6.2259	 	 	 	4.4077	 	 	 	2.8926	 	 	 	1.6105	 	 	 	0.5116	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 






     provided, however, that:




     (i) if the actual Stock Price of such Make-Whole Fundamental Change is between two
Stock Prices listed in the table above under the column titled “Stock Price,” or if the
actual Effective Date of such Make-Whole Fundamental Change is between two Effective Dates
listed in the table above in the row immediately below the title “Effective



28









 







Date,” then the number of Additional Shares for such Make-Whole Fundamental Change
shall be determined by the Company by a straight-line interpolation between the number of
Additional Shares set forth for such higher and lower Stock Prices, or for such earlier and
later Effective Dates based on a 365 day year, as applicable;




     (ii) if the actual Stock Price of such Make-Whole Fundamental Change is greater than
$145.00 per share (subject to adjustment in the same manner as the Stock Price as provided
in clause (iii) below), or if the actual Stock Price of such Make-Whole Fundamental Change
is less than $44.00 per share (subject to adjustment in the same manner as the Stock Price
as provided in clause (iii) below), then the number of Additional Shares shall be equal to
zero and this Section 8.03 shall not require the Company to increase the Applicable
Conversion Rate with respect to such Make-Whole Fundamental Change;




     (iii) if an event occurs that requires, pursuant to Section 8.04, an adjustment to the
Base Conversion Rate, then, on the date and at the time such adjustment is so required to be
made, each price set forth in the table above under the column titled “Stock Price” shall be
adjusted so that such Stock Price, at and after such time, shall be equal to the product of
(1) such Stock Price as in effect immediately before such adjustment to such Stock Price and
(2) a fraction whose numerator is the Base Conversion Rate in effect immediately before such
adjustment to the Base Conversion Rate and whose denominator is the Base Conversion Rate to
be in effect, in accordance with Section 8.04, immediately after such adjustment to the Base
Conversion Rate; and




     (iv) each number of Additional Shares set forth in the table above shall be adjusted in
the same manner in which, and for the same events for which, the Base Conversion Rate is to
be adjusted pursuant to Section 8.04.



     In no event will the Applicable Conversion Rate after adjustment described in this Section
8.03(b) exceed 22.7273 per $1,000 principal amount of Notes, subject to adjustments as set forth in
Section 8.04.



     (c) For the avoidance of doubt, the increases provided for in Section 8.03 shall only be made
with respect to the Notes being converted in connection with such Make-Whole Fundamental Change and
shall not be effective as to any Notes not so converted.



     (d) As soon as practicable after the Company determines the anticipated Effective Date of any
proposed Make-Whole Fundamental Change and no later than the 15th Scheduled Trading Day prior to
the date on which such Make-Whole Fundamental Change is anticipated to become effective, or if
later, promptly upon becoming aware of such transaction, the Company shall provide written notice
of such anticipated Effective Date to the Trustee and the Conversion Agent and mail a notice to
each Noteholder, and shall issue a press release indicating, and publicly announce, through a
public medium that is customary for such announcements, and publish on the Company’s website, the
anticipated Effective Date of such proposed Make-Whole Fundamental Change. Each such notice, press
release notice, announcement and publication shall also state that in connection with such
Make-Whole Fundamental Change, the Company shall increase, in accordance herewith, the Applicable
Conversion Rate applicable to Notes



29









 




entitled as provided herein to such increase (along with a description of how such increase
shall be calculated and the time periods during which Notes must be surrendered in order to be
entitled to such increase). No later than the actual Effective Date of each Make-Whole Fundamental
Change, the Company shall provide written notice to the Trustee and the Conversion Agent and mail a
notice to each Noteholder, and shall issue a press release indicating, and publicly announce,
through a public medium that is customary for such announcements, and publish on the Company’s
website, such Effective Date and the amount by which the Applicable Conversion Rate has been so
increased.




     Section 8.04. Adjustment of Base Conversion Rate. The Base Conversion Rate shall be adjusted
from time to time by the Company as follows:



     (a) In case the Company shall issue shares of Common Stock as a dividend or distribution on
shares of Common Stock to all holders of the outstanding shares of Common Stock, or if the Company
effects a share split or share combination, the Base Conversion Rate will be adjusted based on the
following formula:




	 	 	 
	CR’ = CR0 X 	OS’

	OS0 







where,





	 	CR0 	= 	  the Base Conversion Rate in effect
immediately prior to the open of
business on the Ex-Dividend Date for
such dividend or distribution, or the
open of business on the effective
date of such share split or share
combination, as the case may be;
	 
	 	CR’	= 	the new Base Conversion Rate in
effect immediately after the open of
business on the Ex-Dividend Date for
such dividend or distribution, or the
open of business on the effective
date of such share split or share
combination, as the case may be;
	 
	 	OS0	= 	  the number of outstanding shares of
Common Stock immediately prior to the
open of business on the Ex-Dividend
Date for such dividend or
distribution, or the open of business
on the effective date of such share
split or share combination, as the
case may be; and
	 
	 	OS’	=  	 the number of outstanding shares of
Common Stock immediately after such
dividend or distribution, or the open
of business on the effective date of
such share split or share
combination, as the case may be.




Such adjustment shall become effective immediately after the open of business on the Ex-Dividend
Date for such dividend or distribution, or the effective date for such share split or share
combination. If any dividend or distribution of the type described in this Section 8.04(a) is
declared but not so paid or made, or any split or combination of the type described in this Section
8.04(a) is announced but the outstanding shares of Common Stock are not split or combined, as
the case may be, the new Base Conversion Rate shall be immediately readjusted,



30









 






effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or
combine the outstanding shares of Common Stock, as the case may be, to the Base Conversion Rate
that would then be in effect if such dividend or distribution had not been declared or such share
split or share combination had not been announced.




     (b) In case the Company shall distribute to all or substantially all holders of its Common
Stock any rights or warrants entitling them for a period of not more than 45 calendar days after
the Record Date of such distribution to subscribe for or purchase shares of the Common Stock at a
price per share less than the average of the Last Reported Sale Prices of the Common Stock on the
10 Trading Days immediately preceding the date that such distribution was first publicly announced,
the Base Conversion Rate shall be adjusted based on the following formula:




	 	 	 
	
CR’ = CR0 X 	
OS0+X

	
OS0 +Y










where,





	 	CR0  	=  	the Base Conversion Rate in effect
immediately prior to the open of
business on the Ex-Dividend Date for
such distribution;
	 
	 	CR’ 	=  	 the new Base Conversion Rate in effect
immediately after the open of business
on the Ex-Dividend Date for such
distribution;
	 
	 	OS0	= 	the number of outstanding shares of
the Common Stock immediately prior to
the open of business on the
Ex-Dividend Date for such
distribution;
	 
	 	X	= 	  the total number of shares of the
Common Stock issuable pursuant to such
rights or warrants; and
	 
	 	Y 	= 	  the number of shares of the Common
Stock equal to the aggregate price
payable to exercise such rights or
warrants, divided by the average of
the Last Reported Sale Prices of
Common Stock over the 10 consecutive
Trading Days ending on the Trading Day
immediately preceding the Ex-Dividend
Date for such distribution of such
rights or warrants.




Such adjustment shall be successively made whenever any such rights or warrants are distributed and
shall become effective immediately after the open of business on the Ex-Dividend Date for such
distribution. To the extent that shares of the Common Stock are not delivered after the expiration
of such rights or warrants, the Base Conversion Rate shall be readjusted to the Base Conversion
Rate that would then be in effect had the adjustments made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of Common Stock actually
delivered. If such rights or warrants are not so issued, the Base Conversion Rate shall again be
adjusted to be the Base Conversion Rate that would then be in effect if such distribution had not
been declared.





31











 





     In determining whether any rights or warrants entitle the holders to subscribe for or purchase
shares of the Common Stock at less than the applicable Last Reported Sale Price of the Common
Stock, and in determining the aggregate exercise or conversion price payable for such Common Stock,
there shall be taken into account any consideration received by the Company for such rights or
warrants and any amount payable upon exercise or conversion thereof, the value of such
consideration, if other than cash, to be determined by the Board of Directors. In no event shall
the Base Conversion Rate be decreased pursuant to this Section 8.04(b), except for readjustments
described above.



     (c) In case the Company shall distribute shares of its Capital Stock, evidences of its
indebtedness or other of its assets or property other than (i) dividends or distributions covered
by Section 8.04(a) or Section 8.04(b), (ii) dividends or distributions paid exclusively in cash,
and (iii) Spin-Offs to which the provisions set forth below in this Section 8.04(c) shall apply
(any of such shares of Capital Stock, indebtedness, or other asset or property hereinafter in this
Section 8.04(c) called the “Distributed Property”), to all or substantially all holders of its
Common Stock, then, in each such case, the Base Conversion Rate shall be adjusted based on the
following formula:




	 	 	 	 
	CR’ = CR0 X
	 	SP0 
	 
	 	SP0 – FMV	 





where,





	 	CR0 	 	  = the Base Conversion Rate in effect
immediately prior to the open of
business on the Ex-Dividend Date for
such distribution;

	 
	 	CR’ 	 	  = the new Base Conversion Rate in effect
immediately after the open of business
on the Ex-Dividend Date for such
distribution;

	 
	 	SP0 	 	  = the average of the Last Reported Sale
Prices of the Common Stock over the 10
consecutive Trading Days ending on the
Trading Day immediately preceding the
Ex-Dividend Date for such
distribution; and

	 
	 	FMV 	 	  = the fair market value (as determined
by the Board of Directors) of the
Distributed Property with respect to
one share of the Common Stock on the
Ex-Dividend Date for such
distribution.





Such adjustment shall become effective immediately prior to the open of business on the Ex-Dividend
Date for such distribution; provided that if “FMV” as set forth above is equal to or greater than
“SP0” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so
that each Noteholder shall receive on the date on which the Distributed Property is distributed to
holders of the Common Stock, for each $1,000 principal amount of Notes upon conversion, the amount
of Distributed Property such holder would have received had such holder owned a number of shares of
Common Stock equal to the Applicable Daily Conversion Rate on the Record Date for such
distribution. If such distribution is not so paid or made, the Base Conversion Rate shall again be
adjusted to be the Base Conversion Rate that would then be in effect if such dividend or
distribution had not been declared. Except as provided below, if the


32









 






Board of Directors determines “FMV” for purposes of this Section 8.04(c) by reference to the actual
or when issued trading market for any securities, it must in doing so consider the prices in such
market over the same period used in computing the Last Reported Sale Prices of the Common Stock
over the 10 consecutive Trading Days ending on the Trading Day immediately preceding the
Ex-Dividend Date for such distribution.




     In lieu of the foregoing, with respect to an adjustment pursuant to this Section 8.04(c) where
there has been a dividend or other distribution on the Common Stock of shares of Capital Stock of
any class or series, or similar equity interest, of or relating to a Subsidiary or other business
unit of the Company (a “Spin-Off”), the Base Conversion Rate in effect immediately before the close
of business on the tenth Trading Day immediately following, and including, the effective date of
the Spin-Off will be increased based on the following formula:





	 	 	 	 
	CR’ = CR0 X	 	 FMV +  MP0 	 
	 	MP0 	 





where,





	 	CR0 	 	  = the Base Conversion Rate in effect
immediately prior to the close of
business on the tenth Trading Day
immediately following, and including,
the effective date of the Spin-Off;

	 
	 	CR’ 	 	  = the new Base Conversion Rate in effect
immediately after the close of business
on the tenth Trading Day immediately
following, and including, the effective
date of the Spin-Off;

	 
	 	FMV 	 	  = the average of the last reported sale
prices of the Capital Stock or similar
equity interest distributed to holders
of the Common Stock on its principal
trading market applicable to one share
of the Common Stock over the 10
consecutive Trading Days immediately
following, and including, the effective
date of the Spin-Off; and

	 
	 	MP0 	 	     the average of the Last Reported Sale
Prices of the Common Stock over the 10
consecutive Trading Days immediately
following, and including, the effective
date of the Spin-Off.





The adjustment to the Base Conversion Rate under the preceding paragraph shall become effective
immediately prior to the open of business on the day immediately following the tenth Trading Day
immediately following, and including, the effective date of the Spin-Off; provided that, for
purposes of determining the Base Conversion Rate, in respect of any conversion during the 10
Trading Days immediately following, and including, the effective date of any Spin-Off, references
in the portion of this Section 8.04(c) related to Spin-Offs to 10 Trading Days shall be deemed
replaced with such lesser number of Trading Days as have elapsed between the effective date of such
Spin-Off and the Conversion Date for such conversion.




33









 








     (d) If any cash dividend in excess of the Base Dividend Amount in the aggregate in any single
Semi-Annual Period is made to all or substantially all holders of its Common Stock, the Base
Conversion Rate shall be adjusted based on the following formula:





	 	 	 	 
	CR’ = CR0 X
	 	SP0
	 	SP0 – C	 	 





where,





	 	CR0 	 	  = the Base Conversion Rate in effect
immediately prior to the open of
business on the Ex-Dividend Date for
such dividend or distribution;

	 
	 	CR’ 	 	  = the new Base Conversion Rate in effect
immediately after the open of business
on the Ex-Dividend Date for such
dividend or distribution;

	 
	 	SP0 	 	  = the Last Reported Sale Price of the
Common Stock on the Trading Day
immediately preceding the Ex-Dividend
Date for such dividend or distribution;
and

	 
	 	C 	 	     the aggregate amount by which the cash
so distributed applicable to one share
of Common Stock exceeds the Base
Dividend Amount in the aggregate in any
single Semi-Annual Period.





Such adjustment shall become effective immediately after the open of business on the Ex-Dividend
Date for such dividend or distribution; provided that if the portion of the cash so distributed
applicable to one share of the Common Stock is equal to or greater than SP0 as set forth above, in
lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall
have the right to receive on the date on which the relevant cash dividend or distribution is
distributed to holders of Common Stock, for each $1,000 principal amount of Notes upon conversion,
the amount of cash such holder would have received had such holder owned a number of shares equal
to the Applicable Daily Conversion Rate on the Record Date for such distribution. If such dividend
or distribution is not so paid or made, the Base Conversion Rate shall again be adjusted to be the
Base Conversion Rate that would then be in effect if such dividend or distribution had not been
declared.




     For the avoidance of doubt, for purposes of this Section 8.04(d), in the event of any
reclassification of the Common Stock, as a result of which the Notes become convertible into cash
and more than one class of Common Stock, if an adjustment to the Base Conversion Rate is required
pursuant to this Section 8.04(d), references in this Section to one share of Common Stock or Last
Reported Sale Price of one share of Common Stock shall be deemed to refer to a unit or to the price
of a unit consisting of an amount of cash and shares equal to the number of shares of each class of
Common Stock into which the Notes are then convertible plus the cash issued in respect of one share
of Common Stock in such reclassification. The above provisions of this paragraph shall similarly
apply to successive reclassifications.



     (e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or
exchange offer for the Common Stock and the cash and value of any other consideration



34









 







included in the payment per share of the Common Stock exceeds the average of the Last Reported
Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including,
the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to
such tender or exchange offer, the Base Conversion Rate shall be increased based on the following
formula:




	 	 	 	 
	CR’ = CR0 X
	 	AC + (SP’ X OS’)
	 	OS0 X SP’	 	 





where,





	 	CR0 	 	  = the Base Conversion Rate in effect
immediately prior to the close of
business on the last Trading Day of
the 10 consecutive Trading Days
commencing on, and including, the
Trading Day next succeeding the date
such tender or exchange offer expires;

	 
	 	CR’ 	 	  = the new Base Conversion Rate in effect
immediately after the close of
business on the last Trading Day of
the period of 10 consecutive Trading
Days commencing on, and including, the
Trading Day next succeeding the date
such tender or exchange offer expires;

	 
	 	AC 	 	  = the aggregate value of all cash and
any other consideration (as determined
by the Board of Directors) paid or
payable for shares of Common Stock
purchased in such tender or exchange
offer;

	 
	 	OS0 	 	  = the number of outstanding shares of
Common Stock immediately prior to the
date such tender or exchange offer
expires;

	 
	 	OS’ 	 	  = the number of outstanding shares of
Common Stock immediately after the
date such tender or exchange offer
expires (after giving effect to the
purchase of all shares accepted for
purchase or exchange pursuant to such
tender offer or exchange offer); and

	 
	 	SP’ 	 	  = the average of the Last Reported Sale
Prices of Common Stock over the10
consecutive Trading Days commencing
on, and including, the Trading Day
next succeeding the date such tender
or exchange offer expires,





such adjustment to become effective immediately after the close of business on the day immediately
following the tenth Trading Day immediately following, and including, the date such tender or
exchange offer expires; provided that, for purposes of determining the Base Conversion Rate, in
respect of any conversion during the 10 Trading Days immediately following, but excluding, the date
that any such tender or exchange offer expires, references in this Section 8.04(e) to 10 Trading
Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the
date that such tender or exchange offer expires and the Conversion Date for such conversion. If
the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to
any such tender or exchange offer but is permanently prevented by applicable law from effecting any
or all or any portion of such


35









 






purchases or all such purchases are rescinded, the new Base Conversion Rate shall be readjusted to
be the Base Conversion Rate that would then be in effect if such tender or exchange offer had not
been made or had been made only in respect of the purchases that had been effected. In no event
shall the Base Conversion Rate be decreased pursuant to this Section 8.04(e), except with respect
to readjustment described above.




     (f) For purposes of this Section 8.04, the term “Record Date” shall mean, with respect to any
dividend, distribution or other transaction or event in which the holders of Common Stock (or other
security) have the right to receive any cash, securities or other property or in which the Common
Stock (or other applicable security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of stockholders entitled to receive
such cash, securities or other property (whether such date is fixed by the Board of Directors or by
statute, contract or otherwise).



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



     (h) In addition to those required by clauses Section 8.04(a), (b), (c), (d) and (e) of this
Section 8.04, and to the extent permitted by applicable law and subject to the applicable rules of
the National Securities Exchange, the Company from time to time may increase the Base Conversion
Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines
that such increase would be in the Company’s best interest. In addition, the Company may also (but
is not required to) increase the Base Conversion Rate to avoid or diminish any income tax to
holders of Common Stock or rights to purchase Common Stock in connection with any dividend or
distribution of shares (or rights to acquire shares) or similar event. Whenever the Base
Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to the
holder of each Note at its last address appearing on the Note Register provided for in Section 2.05
a notice of the increase at least 15 calendar days prior to the date the increased Base Conversion
Rate takes effect, and such notice shall state the increased Base Conversion Rate and the period
during which it will be in effect.



     (i) The Base Conversion Rate will not be adjusted:




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




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



36









 






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




     (iv) upon the repurchase of any of the Common Stock pursuant to an open-market share
repurchase program or other buy-back transaction that is not a tender offer or exchange
offer of the nature described in this Section 8.04;




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




     (vi) for accrued and unpaid interest; or




     (vii) for any transactions described in this Section 8.04, if Noteholders participate
(as a result of holding the Notes, and at the same time as holders of Common Stock
participate) in such transactions as if such Noteholders held a number of shares of Common
Stock equal to the Applicable Daily Conversion Rate at the time such adjustment would be
required, multiplied by the principal amount (expressed in thousands) of Notes held by such
Noteholder, without having to convert their Notes.



     (j) All calculations and other determinations under this Article 8 shall be made by the
Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share.
Notwithstanding anything in this Section 8.04, the Company will not be required to adjust the Base
Conversion Rate unless the adjustment would result in a change of at least 1% of the Base
Conversion Rate. However, the Company will carry forward any adjustments that are less than 1% of
the Base Conversion Rate and take them into account when determining subsequent adjustments. In
addition, the Company will make any carry forward adjustments not otherwise effected (i) upon
conversion of the Notes, (ii) upon required repurchases of the Notes in connection with a
Fundamental Change, (iii) in connection with a call for redemption and (iv) 25 Scheduled Trading
Days prior to the Maturity Date of the Notes. No adjustment to the Base Conversion Rate will be
made if it results in a Base Conversion Price that is less than the par value (if any) of Common
Stock.



     (k) At any time the Base Conversion Rate is adjusted as described in this Section 8.04, the
Incremental Share Factor and Daily Share Cap will be adjusted in the same proportion.



     (l) Whenever the Base Conversion Rate, Incremental Share Factor and Daily Share Cap are
adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion
Agent other than the Trustee an Officers’ Certificate setting forth the Base Conversion Rate,
Incremental Share Factor and Daily Share Cap after such adjustment and setting forth a brief
statement of the facts requiring such adjustment. Unless and until a responsible officer of the
Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Base Conversion Rate, Incremental Share Factor or Daily Share
Cap and may assume without inquiry that the last, Base Conversion Rate, Incremental Share Factor
and Daily Share Cap of which it has knowledge is still in effect. Promptly after delivery of such
certificate, the Company shall prepare a notice of such adjustment of the Base Conversion Rate,
Incremental Share Factor and Daily Share Cap setting



37









 







forth the adjusted Base Conversion Rate,
Incremental Share Factor and Daily Share Cap and the
date on which each adjustment becomes effective and shall mail such notice of such adjustment
of the Base Conversion Rate, Incremental Share Factor and Daily Share Cap to the holder of each
Note at its last address appearing on the Note Register provided for in Section 2.05, within 10
calendar days of the effective date of such adjustment. Failure to deliver such notice shall not
affect the legality or validity of any such adjustment.



     (m) For purposes of this Section 8.04, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.



     (n) The Board of Directors will make appropriate adjustments, in its good faith
determination, to account for any adjustment to the Base Conversion Rate that becomes effective, or
any event requiring an adjustment to the Base Conversion Rate where the Ex-Dividend Date of the
event occurs, during any consecutive Trading Day period used for the measurement of any adjustment
required under this Section 8.04.



     Section 8.05. Shares to Be Fully Paid. The Company shall provide, free from preemptive rights,
out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common
Stock to provide for conversion of the Notes from time to time as such Notes are presented for
conversion.



     Section 8.06. Effect of Reclassification, Consolidation, Merger or Sale; Treatment of
Reference Property.



     (a) Upon the occurrence of (i) any reclassification of the Common Stock (other than a change
only in par value, or from par value to no par value, or from no par value to par value, or a
change as a result of a subdivision or combination of Common Stock), (ii) any consolidation, merger
or combination involving the Company, or (iii) any sale or conveyance to another Person of the
property and assets of the Company as an entirety or substantially as an entirety, and pursuant to
such reclassification, consolidation, merger, combination, sale or conveyance, the Common Stock is
converted into or exchanged for stock, other securities, other property or assets (including cash)
or any combination thereof (any such event a “Merger Event”), then the Company, or such successor
or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent
to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that,
at the effective time of the Merger Event, the right to receive shares of the Common Stock upon
conversion of a Note, if any, will be changed into the right to receive the kind and amount of
shares of stock, other securities or other property or assets (including cash) or any combination
thereof that a holder would have been entitled to receive (the “Reference Property”) upon such
transaction in respect of such Common Stock. From and after the Effective Time of such
transaction, (i) Applicable Conversion Rate will relate to units of such Reference Property (a
“unit” of Reference Property being the kind and amount of Reference Property that a holder of one
share of the Common Stock would receive in such transaction) and (ii) the Daily Conversion Values
will be determined based on the value of one
unit of Reference Property determined as provided under the definition of Daily Conversion
Value.



38









 





     In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06,
the Company shall promptly give the Trustee an Officers’ Certificate briefly stating the reasons
therefore, the kind or amount of cash, securities or property or asset that will comprise the
Reference Property after any such Merger Event, any adjustment to be made with respect thereto and
that all conditions precedent have been complied with, and shall promptly mail notice thereof to
all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to
be mailed to each Noteholder, at its address appearing on the Note Register provided for in this
First Supplemental Indenture, within 20 calendar days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of such supplemental indenture.



     (b) If the Merger Event causes the Common Stock to be converted into the right to receive more
than a single type of consideration (determined based in part upon any form of stockholder
election), the Reference Property into which the Notes will be convertible will be deemed to be the
weighted average of the types and amounts of such consideration received by the holders of Common
Stock that affirmatively make such an election.



     (c) None of the foregoing provisions shall affect the right of a Noteholder to convert its
Notes in accordance with the provisions of this Article 8 prior to the effective date of such
Merger Event. The provisions of this Section 8.06 shall similarly apply to successive Merger
Events.



     Section 8.07. Certain Covenants.



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



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



     (c) The Company further covenants that if at any time the Common Stock shall be listed on any
National Securities Exchange or automated quotation system the Company shall, if permitted and
required by the rules of the relevant exchange or automated quotation system, list and keep listed,
so long as the Common Stock shall be so listed on such exchange or automated quotation system, any
Common Stock issuable upon conversion of the Notes.



     Section 8.08. Responsibility of Trustee.
The Trustee and any other Conversion Agent shall not at any time be under any duty or
responsibility to any Noteholder to determine the Applicable Conversion Rate (or any adjustment
thereto) or whether any facts exist that may require any adjustment (including any increase) of the
Base Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment
when made, or with respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not
be accountable with



39









 







respect to the validity or value (or the kind or amount) of any shares of
Common Stock, or of any securities, property or cash that may at any time be issued or delivered
upon the conversion of any Note; and the Trustee and any other Conversion Agent make no
representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be
responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock
or stock certificates or other securities or property or cash upon the surrender of any Note for
the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the
Company contained in this Article. Without limiting the generality of the foregoing, neither the
Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of
any provisions contained in any supplemental indenture entered into pursuant to Section 8.06
relating either to the kind or amount of shares of stock or securities or property (including cash)
receivable by Noteholders upon the conversion of their Notes after any event referred to in such
Section 8.06 or to any adjustment to be made with respect thereto, but, subject to the provisions
of Section 7.01 of the Original Indenture, may accept (without any independent investigation) as
conclusive evidence of the correctness of any such provisions, and shall be protected in relying
upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee
prior to the execution of any such supplemental indenture) with respect thereto.



     Section 8.09. Notice to Holders Prior to Certain Actions. In case:



     (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that
would require an adjustment in the Base Conversion Rate pursuant to Section 8.04; or



     (b) the Company shall authorize the granting to all of the holders of its Common Stock of
rights or warrants to subscribe for or purchase any share of any class or any other rights or
warrants that would require an adjustment in the Base Conversion Rate pursuant to Section 8.04; or



     (c) of any reclassification of the Common Stock (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 or merger to which the Company is a party and
for which approval of any stockholders of the Company is required, or of the sale or transfer of
all or substantially all of the assets of the Company; or



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


the Company shall give to the Trustee and to mail to each Noteholder at its address appearing on
the Note Register or publicly announce, unless another notice of such event is specified elsewhere
in this Supplemental Indenture, at least 15 calendar days prior to the applicable date hereinafter
specified, a notice stating (i) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, 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 (ii) the date on which such reclassification, consolidation, merger, 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


40









 






reclassification, consolidation, merger, 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, transfer, dissolution,
liquidation or winding-up.




     Section 8.10. Stockholder Rights Plans.



     (a) The Company has adopted a stockholder rights plan, pursuant to which certain rights (the
“Rights”) are distributed to the holders of Common Stock. The Company’s stockholder rights plan
provides that each share of Common Stock issued (including upon conversion of the Notes) at any
time prior to the distribution of separate certificates representing such Rights will be entitled
to receive such Rights. There shall not be any adjustment to the conversion privilege, the Base
Conversion Rate, Incremental Share Factor or Daily Share Cap at any time based on the Company’s
stockholder rights plan, any amendment to that plan, or any further stockholder rights plan as
contemplated by Section 8.10(b) below that the Company may adopt prior to the distribution of
separate certificates representing such Rights. If, however, prior to any conversion, the Rights
have separated from the Common Stock, the Base Conversion Rate, Incremental Share Factor and Daily
Share Cap shall be adjusted at the time of separation as if the Company distributed to all holders
of Common Stock, shares of Capital Stock, evidences of indebtedness, the Company’s assets, Debt
Securities or rights as described in Section 8.04(c), subject to readjustment in the event of the
expiration, termination or redemption of such Rights; provided, however, no person (including a
participant in a group within the meaning of Section 13(d)(3) of the Exchange Act) whose actions or
ownership caused the separation of the Rights from the Common Stock shall be entitled to such
adjustments.



     (b) In the event that the Company distributes rights or warrants pursuant to any amendment to
the Company’s existing stockholder rights plan, or any further stockholder rights plan to all
holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares of
the Company’s Capital Stock, including Common Stock, (either initially or under certain
circumstances), such rights or warrants, until the occurrence of a specified event or events
(“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are
not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, and
shall be deemed not to have been distributed for purposes of Section 8.04(c) (and no adjustment to
the Base Conversion Rate under Section 8.04(c) will be required) until the occurrence of the
earliest Trigger Event, whereupon such rights and warrants shall be deemed to
have been distributed and an appropriate adjustment (if any is required) to the Base
Conversion Rate shall be made under Section 8.04(c) (subject to the proviso in Section 8.10(a)).
In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or
any Trigger Event or other event (of the type described in the preceding sentence) with respect
thereto that was counted for purposes of calculating a distribution amount for which an adjustment
to the Base Conversion Rate under Section 8.04(c) was made, (1) in the case of any such rights or
warrants that shall all have been redeemed or repurchased without exercise by any holders thereof,
the Base Conversion Rate shall be readjusted upon such final redemption or repurchase to give
effect to such distribution or Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder had retained such
rights or warrants), made to all holders of Common Stock as of the date of such



41









 







redemption or
repurchase, and (2) in the case of such rights or warrants that shall have expired or been
terminated without exercise by any holders thereof, the Base Conversion Rate shall be readjusted as
if such rights and warrants had not been issued (subject to the proviso in Section 8.10(a)).



ARTICLE 9

Repurchase of Notes at Option of Holders




     Section 9.01. Repurchase at Option of Holders.



     (a) Notes or portions thereof shall be repurchased by the Company at the option of the holder
for cash on each of January 15, 2013, January 15, 2018, January 15, 2023, January 15, 2028 and
January 15, 2033 (each, a “Repurchase Date”), at a purchase price (the “Repurchase Price”) equal to
100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest
thereon to, but excluding, such Repurchase Date. If the Repurchase Date is on a date that is after
an Interest Record Date and on or prior to the Interest Payment Date to which such Interest Record
Date relates, the Repurchase Price will be equal to 100% of the principal amount of the Notes to be
repurchased, and the Company will pay any accrued and unpaid interest to, but excluding, the
Repurchase Date to the Noteholder of record on the relevant Interest Record Date, which may or may
not be the same Person to whom the Company will pay the Repurchase Price.



     (b) At least 20 Business Days prior to any Repurchase Date, the Company will send a notice
(the “Company Notice”) by electronic transmission or by first class mail to the Trustee and to each
holder (and to beneficial owners as required by applicable law). The notice shall include the form
of Repurchase Notice to be completed by a holder and shall state:




     (i) the Repurchase Date;




     (ii) the Repurchase Price and the Base Conversion Rate;




     (iii) the name and address of the Trustee, (or other Paying Agent appointed by the
Company) and the Conversion Agent;




     (iv) that Notes as to which a Repurchase Notice has been given may be converted only in
accordance with Article 8 and the terms of the Notes if the applicable Repurchase Notice has
been withdrawn in accordance with the terms of this Article 9;




     (v) that Notes must be surrendered to the Paying Agent to collect payment;




     (vi) that the Repurchase Price for any Note as to which a Repurchase Notice has been
given and not withdrawn will be paid promptly following the later of the Repurchase Date and
the time of surrender of such Note as described in clause (v) above;




     (vii) whether or not the Notes are convertible prior to the repurchase and a summary of
the procedures for such conversion;



42









 






     (viii) the procedures the holder must follow to exercise its repurchase rights under
this Section 9.01;




     (ix) the procedures for withdrawing a Repurchase Notice; and




     (x) the CUSIP number of the Notes.



     (c) Purchases of Notes under this Section 9.01 shall be made, at the option of the holder
thereof upon:




     (i) delivery to the Paying Agent by the holder of a written notice of repurchase
substantially in the form set forth on the reverse of the Note as Exhibit E thereto (a
“Repurchase Notice”) during the period beginning at any time from the open of business on
the date that is 20 Business Days prior to the relevant Repurchase Date until the close of
business on the Business Day immediately preceding the Repurchase Date stating:




     (A) if certificated Notes have been issued, the certificate number of the Notes
that the holder will deliver to be purchased;




     (B) the portion of the principal amount of the Notes to be purchased, which
portion must be in principal amounts of $1,000 or an integral multiple of $1,000;
and




     (C) that such Notes shall be purchased by the Company as of the Repurchase Date
pursuant to the terms and conditions specified in the Notes and in this Supplemental
Indenture;




provided, however, that if the Notes are not in certificated form, the Repurchase Notice
must comply with appropriate Depositary procedures; and




     (ii) book-entry transfer of such Notes (or delivery of such certificated Notes) to the
Paying Agent at any time after delivery of the Repurchase Notice (together with all
necessary endorsements) at the corporate trust office of the Paying Agent in the United
States, such book-entry transfer or delivery being a condition to receipt by the holder of
the Repurchase Price therefor; provided, however, that such Repurchase Price shall be
so paid pursuant to this Section 9.01 only if the Note so delivered to the Paying Agent
shall conform in all respects to the description thereof in the related Repurchase Notice.



     (d) No Repurchase Notice with respect to any Notes may be surrendered by a holder thereof if
such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such
Fundamental Change Repurchase Notice in accordance with Section 9.02.



     (e) The Company may purchase from the holder thereof, pursuant to this Section 9.01, a portion
of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000.
Provisions of this Supplemental Indenture that apply to the purchase of all of a Note also apply to
the purchase of such portion of such Note.



43









 





     (f) Any repurchase by the Company contemplated pursuant to the provisions of this Section 9.01
shall be consummated by the payment of the Repurchase Price promptly following the later of the
Business Day following the Repurchase Date and the time of the book-entry transfer or delivery of
the Note as described in Section 9.04(a).



     (g) Notwithstanding anything herein to the contrary, any holder delivering to the Paying Agent
the Repurchase Notice contemplated by this Section 9.01 shall have the right to withdraw, in whole
or in part, such Repurchase Notice at any time prior to the close of business on the Business Day
immediately preceding the Repurchase Date by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 9.03 below.



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



     (i) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of
the holders if the principal amount of the Notes has been accelerated, and such acceleration has
not been rescinded, on or prior to the Repurchase Date (except in the case of an acceleration
resulting from a default by the Company in the payment of the Repurchase Price with respect to such
Notes).



     (j) In connection with any repurchase, the Company will:




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




     (ii) file a Schedule TO or any successor or similar schedule, if required under the
Exchange Act; and




     (iii) otherwise comply with all applicable U.S. federal and state securities laws in
connection with any offer by the Company to purchase the Notes.



     Section 9.02. Repurchase at Option of Holders upon a Fundamental Change.



     (a) In the event a Fundamental Change shall occur at any time when any Notes remain
Outstanding, each Noteholder shall have the right, at such holder’s option, to require the Company
to purchase all of such holders’ Notes or any portion of the principal amount thereof that is equal
to $1,000 or an integral multiple thereof on a date specified by the Company (the “Fundamental
Change Repurchase Date”) that is not less than 20 nor more than 35 calendar days (or any longer
period required by law) after the date the Effective Date for such Fundamental Change, at a
purchase price in cash equal to 100% of the principal amount thereof, together with accrued and
unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental
Change Repurchase Price”). If such Fundamental Change Repurchase Date falls after a Interest
Record Date and on or prior to the corresponding Interest Payment Date, the Company shall instead
pay the principal amount to the Noteholders surrendering the Notes for repurchase pursuant to this
Section 9.02, and pay the full amount of accrued and unpaid interest payable on such Interest
Payment Date to the holder of record on the close of business on the corresponding Interest Record
Date. Repurchases of Notes under this



44









 







Section 9.02 shall be made on the Fundamental Change
Repurchase Date, at the option of the holder thereof, upon:




     (i) delivery to the Paying Agent by a holder of a duly completed notice in the form set
forth on the reverse of the Note as Exhibit C thereto (the “Fundamental Change Repurchase
Notice”) on or prior to the close of business on the Business Day immediately preceding the
Fundamental Change Repurchase Date; and




     (ii) delivery or book-entry transfer of the Notes to the Paying Agent at any time after
delivery of the Fundamental Change Repurchase Notice (together with all necessary
endorsements) at the corporate trust office of the Paying Agent in the United States, such
book-entry transfer or delivery being a condition to receipt by the holder of the
Fundamental Change Repurchase Price therefor; provided that such Fundamental Change
Repurchase Price shall be so paid pursuant to this Section 9.02 only if the Note so
delivered to the Paying Agent shall conform in all respects to the description thereof in
the related Fundamental Change Repurchase Notice.




     The Fundamental Change Repurchase Notice shall state:




     (A) if certificated, the certificate numbers of Notes to be delivered for
repurchase;




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




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


provided, however, that if the Notes are not in certificated form, the Fundamental Change
Repurchase Notice must comply with appropriate Depositary procedures.




     Any repurchase by the Company contemplated pursuant to the provisions of this Section 9.02
shall be consummated by the payment of the Fundamental Change Repurchase Price promptly following
the later of the Business Day following the Fundamental Change Repurchase
Date and the time of the book-entry transfer or delivery of the Note as described in Section
9.04(a).



     Notwithstanding anything herein to the contrary, any holder delivering to the Paying Agent the
Fundamental Change Repurchase Notice contemplated by this Section 9.02 shall have the right to
withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the
close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 9.03
below.



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




45











 





     (b) Within 15 calendar days after the occurrence of a Fundamental Change, the Company shall
give to the Trustee, the Paying Agent and the Conversion Agent and provide or cause to be provided
to all holders of record of the Notes a written notice (the “Fundamental Change Company Notice”) of
the occurrence of the Effective Date of the Fundamental Change and of the repurchase right at the
option of the holders arising as a result thereof. Simultaneously with the providing of such
notice, the Company will also publish a notice containing the information set forth in the
Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or
publish such information on the Company’s website or through such other public medium as the
Company may use at that time.




     Each Fundamental Change Company Notice shall specify:




     (i) the events causing the Fundamental Change;




     (ii) the effective date of the Fundamental Change;




     (iii) the last date on which a holder may exercise the repurchase right set forth in
this Section 9.02;




     (iv) the Fundamental Change Repurchase Price;




     (v) the Fundamental Change Repurchase Date;




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




     (vii) the Base Conversion Rate, and if applicable, any adjustments to the Applicable
Conversion Rate;




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




     (ix) that the holder must exercise the repurchase right set forth in this Section 9.02
on or prior to the close of business on the Business Day immediately preceding the
Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”);




     (x) that the holder shall have the right to withdraw any Notes surrendered prior to the
Fundamental Change Expiration Time; and




     (xi) the procedures that holders must follow to require the Company to repurchase their
Notes.



     No failure of the Company to give the foregoing notices and no defect therein shall limit the
Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the
Notes pursuant to this Section 9.02.



46









 





     (c) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of
the holders upon a Fundamental Change if the principal amount of the Notes has been accelerated,
and such acceleration has not been rescinded, on or prior to the Fundamental Change Repurchase Date
(except in the case of an acceleration resulting from a default by the Company in the payment of
the Fundamental Change Repurchase Price with respect to such Notes).



     (d) In connection with any purchase offer, the Company will, to the extent applicable:




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




     (ii) file a Schedule TO or any successor or similar schedule, if required under the
Exchange Act; and




     (iii) otherwise comply with all applicable U.S. federal and state securities laws in
connection with any offer by the Company to purchase the Notes.



     Section 9.03. Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice.



     (a) A Repurchase Notice or Fundamental Change Repurchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the corporate trust office of the Paying Agent in
accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be,
at any time prior to the close of business on the Business Day immediately preceding the Repurchase
Date or the Fundamental Change Repurchase Date, as the case may be, specifying:




     (i) the certificate number, if any, of the Note in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information if the Note in
respect of which such notice of withdrawal is being submitted is represented by a Global
Note;




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




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


provided, however, that if the Notes are not in certificated form, the notice must comply with
appropriate procedures of the Depositary.




     Section 9.04. Deposit of Repurchase Price or Fundamental Change Repurchase Price. (a) The
Company will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in
trust as provided in Section 4.04 of the Original Indenture) on or prior to 11:00 a.m., New York



47









 




City time, on the Business Day following the Repurchase Date or Fundamental Change Repurchase
Date, as the case may be, an amount of money sufficient to repurchase all of the Notes to be
repurchased at the appropriate Repurchase Price or Fundamental Change Repurchase Price, as the case
may be. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed
by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the
Repurchase Date or Fundamental Change Expiration Time, as applicable) will be made on the later of
(i) the Business Day following the Repurchase Date or the Fundamental Change Repurchase Date, as
the case may be, with respect to such Note (provided the holder has satisfied the conditions in
Section 9.01 or Section 9.02, as applicable) and (ii) the time of book-entry transfer or the
delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder
thereof in the manner required by Section 9.01 or Section 9.02, as applicable, by mailing checks
for the amount payable to the holders of such Notes entitled thereto as they shall appear in the
Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of
immediately available funds to the account of the Depositary or its nominee. The Trustee shall,
promptly after such payment and upon written demand by the Company, return to the Company any funds
in excess of the Repurchase Price or Fundamental Change Repurchase Price, as the case may be.




     (b) If by 11:00 a.m., New York City time, on the Business Day following the Repurchase Date or
the Fundamental Change Date, as the case may be, the Trustee (or other Paying Agent appointed by
the Company) holds money sufficient to make payment on all the Notes or portions thereof that are
to be repurchased, then (i) such Notes will cease to be Outstanding and interest will cease to
accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes
have been delivered to the Trustee or Paying Agent) and (ii) all other rights of the holders of
such Notes will terminate (other than the right to receive the Repurchase Price or Fundamental
Change Repurchase Price, as the case may be, upon delivery or transfer of the Notes).



     (c) Upon surrender of a Note that is to be repurchased in part pursuant to Section 9.01 or
Section 9.02, as applicable, the Company shall execute and the Trustee shall authenticate and
deliver to the holder a new Note in an authorized denomination equal in principal amount to the
unrepurchased portion of the Note surrendered.



ARTICLE 10

Optional Redemption of the Notes by the Company




     Section 10.01. Optional Redemption. (a) Subject to clause (b) below, on or after January 15,
2013, the Notes shall be redeemable, in whole or in part, at the option of the Company on any date
specified by the Company in accordance with the Indenture (a “Redemption Date”), at a redemption
price equal to 100% of the principal amount of the Notes to be redeemed plus any accrued and unpaid
interest up to, but excluding, the Redemption Date (the “Redemption Price”); provided that if the
Redemption Date is on a date that is after an Interest Record Date and on or prior to the
corresponding Interest Payment Date, the Redemption Price shall be 100% of the principal amount of
the Notes redeemed but shall not include accrued and unpaid interest, and the Company shall pay
such interest on the Interest Payment Date to the Noteholder of record on the corresponding
Interest Record Date. Notwithstanding the foregoing, the Company may not redeem the Notes on any
date if the principal amount of the Notes has



48









 




been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Redemption Date
(except in the case of an acceleration resulting from a default by the Company in the payment of
the Redemption Price with respect to such Notes).




     (b) If the Company calls the Notes for redemption, the Notes or portions of the Notes to be
redeemed may be converted by the Noteholder until the close of business on the Business Day
immediately preceding the Redemption Date.



     Section 10.02. Selection of Notes to Be Redeemed. (a) If less than all of the Notes are to
be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall select
the Notes to be redeemed by lot, on a pro rata basis or by another method the Trustee considers
fair and appropriate (so long as such method is not prohibited by the rules of any stock exchange
or quotation association on which the Notes are then traded or quoted).



     (b) Notes and portions of Notes that the Trustee selects shall be in principal amounts of
$1,000 or an integral multiple of $1,000. Provisions of this Supplemental Indenture that apply to
Notes called for redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company promptly of the Notes or portions of the Notes selected to be redeemed
and, in the case of any Notes selected for partial redemption, the method it has chosen for the
selection of the Note.



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



     Section 10.03. Notice of Redemption. The Company shall notify each Noteholder of the
redemption in the manner provided in Section 3.03 of the Original Indenture. In addition to those
matters set forth in Section 3.03 of the Original Indenture, a notice of redemption sent to the
Noteholders shall state:



     (a) the name of the Paying Agent and Conversion Agent;



     (b) the Base Conversion Rate;



     (c) that the Notes called for redemption may be converted at any time prior to the close of
business on the Business Day immediately preceding the Redemption Date;



     (d) that Noteholders who wish to convert the Notes must comply with the procedures in Section
8.01 and Section 8.02; and



     (e) in the event of the redemption of the Notes in part only, a new Note or Notes for the
unredeemed portion will be issued in the name or names of the Noteholders thereof upon surrender
thereof.



49









 





ARTICLE 11

Interest Reduction




     Section 11.01. Interest Reduction. (a) Beginning on January 15, 2013, during any six-month
period from January 15 to July 14 and from July 15 to January 14, if the average Trading Price per
$1,000 principal amount of the Notes for the five consecutive Trading Days immediately preceding
the first day of the applicable six-month interest period equals or exceeds 120% of such principal
amount, the 2.875% annual interest rate for the Notes will be reduced to 2.375% per annum solely
for the relevant six-month interest period.



     (b) The Company shall make any such calculations under clause (a) above by using the Trading
Price provided by the Bid Solicitation Agent. The Bid Solicitation Agent shall be entitled in its
sole discretion to consult with the Company and to request the assistance of the Company in
connection with the Bid Solicitation Agent’s duties pursuant to this Article 11, and the Company
agrees, if requested by the Bid Solicitation Agent, to cooperate with, and provide assistance to,
the Bid Solicitation Agent in carrying out its duties under this Article 11.



     Section 11.02. Interest Reduction Notification. By the first Business Day of any such
sixth-month period in which an interest reduction described in Section 11.01 would be applicable,
the Company shall disseminate a press release containing this information or publish the
information on its website or through such other public medium as it may use at that time and at
such same time shall send written notification to the Trustee that an interest rate reduction has
occurred.



ARTICLE 12

Miscellaneous Provisions




     Section 12.01. Ratification and Incorporation of Original Indenture. As supplemented hereby,
the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and
this Supplemental Indenture shall be read, taken and construed as one and the same instrument.



     Section 12.02. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF NEW YORK.



     Section 12.03. Payments on Business Days. In any case where any Interest Payment Date,
Maturity Date, Redemption Date, Repurchase Date or Fundamental Change Repurchase Date is not a
Business Day, then the required payment or delivery will be made on the next succeeding Business
Day with the same force and effect as if made on such date, and no interest shall accrue for the
period from and after such date to that next succeeding Business Day.



     Section 12.04. No Security Interest Created. Nothing in this Supplemental Indenture or in
the Notes, expressed or implied, shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any
jurisdiction.



     Section 12.05. Trust Indenture Act. This Supplemental Indenture is hereby made subject to,
and shall be governed by, the provisions of the Trust Indenture Act required to be part of and



50









 




to govern indentures qualified under the Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be included in an
indenture qualified under the Trust Indenture Act, such required provision shall control.




     Section 12.06. Benefits of Indenture. Nothing in this Supplemental Indenture or in the
Notes, expressed or implied, shall give to any Person, other than the parties hereto, any Paying
Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors
hereunder or the Noteholders, any benefit or any legal or equitable right, remedy or claim under
this Supplemental Indenture.



     Section 12.07. Calculations. Except as otherwise provided herein, the Company will be
responsible for making all calculations called for under this Supplemental Indenture and the Notes
(including any determinations of the Last Reported Sale Price of the Common Stock, the Applicable
Stock Price, accrued interest and the Applicable Conversion Rate). The Company shall make all such
calculations in good faith and, absent manifest error; its calculations will be final and binding
on Noteholders. The Company upon request shall provide a schedule of its calculations to each of
the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to
rely conclusively upon the accuracy of the Company’s calculations without independent verification.
The Trustee shall deliver a copy of such schedule to any Noteholder upon the written request of
such Noteholder.



     Section 12.08. Table of Contents, Headings, Etc. The table of contents and the titles and
headings of the articles and sections of this Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof.



     Section 12.09. Execution in Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.



     Section 12.10. Severability. In the event any provision of this Supplemental Indenture or in
the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the
validity, legality or enforceability of the remaining provisions shall not in any way be affected
or impaired.



[Signature Page Follows]







51









 







IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be signed on
their behalf by their duly authorized representatives as of the date first above written.




	 	 	 	 	 
	 	PIONEER NATURAL RESOURCES COMPANY

 	 
	 	By:  	/s/ Richard
P. Dealy	 
	 	 	Name:  	Richard P. Dealy 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	PIONEER NATURAL RESOURCES USA, INC.

 	 
	 	By:  	/s/ Richard
P. Dealy	 
	 	 	Name:  	Richard P. Dealy 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ John C. Stohlmann	 
	 	 	Name:  	John C. Stohlmann 	 
	 	 	Title:  	Vice President 	 
	 




 









 








EXHIBIT A




[FORM OF FACE OF NOTE]



[UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A
NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]



FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS
SECURITY IS A CONTINGENT PAYMENT DEBT INSTRUMENT AND WILL ACCRUE ORIGINAL ISSUE DISCOUNT AT THE
ISSUER’S “COMPARABLE YIELD” FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. PURSUANT TO SECTION
2.08 OF THE FIRST SUPPLEMENTAL INDENTURE, THE COMPANY AGREES, AND BY ACCEPTANCE OF A BENEFICIAL
INTEREST IN THE NOTES, EACH BENEFICIAL HOLDER OF THE NOTES WILL BE DEEMED TO HAVE AGREED, FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES, (I) TO TREAT THE NOTES AS INDEBTEDNESS THAT IS SUBJECT
TO THE CONTINGENT PAYMENT DEBT INSTRUMENT REGULATIONS UNDER SECTION 1.1275-4 OF THE UNITED STATES
TREASURY REGULATIONS (THE “CONTINGENT DEBT REGULATIONS”), AND, FOR PURPOSES OF THE CONTINGENT DEBT
REGULATIONS, TO TREAT THE FAIR MARKET VALUE OF COMMON STOCK, IF ANY, RECEIVED BY A BENEFICIAL
HOLDER UPON ANY CONVERSION OF THE NOTES AS A CONTINGENT PAYMENT, AND (II) TO BE BOUND BY THE
COMPANY’S DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,” WITHIN THE
MEANING OF THE CONTINGENT DEBT REGULATIONS, WITH RESPECT TO THE NOTES, AND TO ACCRUE ORIGINAL
ISSUE DISCOUNT AT THE COMPARABLE YIELD AS DETERMINED BY THE COMPANY. FOR PURPOSES OF SECTIONS
1272, 1273 AND 1275 OF THE CODE, THE COMPARABLE YIELD OF THIS SECURITY IS 6.75%, COMPOUNDED
SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES).



THE COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS SECURITY, UPON WRITTEN REQUEST, THE
ISSUE PRICE, AMOUNT OF TAX ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD
AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT THE
FOLLOWING ADDRESS: PIONEER NATURAL RESOURCES COMPANY, 5205 NORTH O’CONNOR BOULEVARD, SUITE 200,
IRVING, TEXAS 75039, ATTENTION: CHIEF FINANCIAL OFFICER.



Pursuant to Section 2.08 of the Indenture, the foregoing legend is required for U.S. Federal income
tax purposes.





A-1









 





PIONEER NATURAL RESOURCES COMPANY




2.875% Convertible Senior Note due 2038




			
	No. A-1
	 	$                    






CUSIP No. 723787 AH0




     Pioneer Natural Resources Company, a corporation duly organized and validly existing under the
laws of the State of Delaware (herein called the “Company,” which term includes any successor
corporation or other entity under the Indenture (as defined on the reverse hereof)), for value
received, hereby promises to pay to                                         , or registered assigns, the principal sum
of                                          Dollars (which amount may from time to time be increased or decreased to
such other principal amounts by adjustments made on the records of the Trustee or the Custodian of
the Depositary as set forth in Schedule A hereto, in accordance with the rules and procedures of
the Depositary) on January 15, 2038.



     This Note shall bear interest at the rate of 2.875% per year (subject to reduction as set
forth in Article 11 of the First Supplemental Indenture and subject to increase as set forth in
Section 4.02 of the Supplemental Indenture) from January 22, 2008, or from the most recent date to
which interest had been paid or provided for to, but excluding, the next scheduled Interest Payment
Date until January 15, 2038. Interest is payable semi-annually in arrears on each January 15 and
July 15, commencing July 15, 2008, to holders of record at the close of business on the preceding
January 1 and July 1 (whether or not such day is a Business Day), respectively.



     Payment of the principal of and premium, if any, and accrued and unpaid interest on this Note
shall be made at the office or agency of the Company maintained for that purpose in the United
States, 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. Each installment of interest may be paid
by check mailed to such holder’s address as it appears in the Note Register; provided, however,
that, with respect to any Noteholder with an aggregate principal amount in excess of $1,000,000, at
the application of such holder in writing to the Trustee and Paying Agent (if different from the
Trustee) not later than the relevant Interest Record Date, accrued and unpaid interest on such
holder’s Notes shall be paid by wire transfer in immediately available funds to such holder’s
account in the United States, which application shall remain in effect until the Noteholder
notifies the Trustee and Paying Agent to the contrary; provided that any payment to the Depositary
or its nominee shall be paid by wire transfer in immediately available funds in accordance with the
wire transfer instructions supplied by the Depositary or its nominee from time to time to the
Trustee and Paying Agent (if different from Trustee).



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
including, without limitation, provisions giving the holder of this Note the right to convert this
Note into cash and Common Stock, if any, on the terms set forth in the Indenture.



     This Note shall be governed by the laws of the State of New York.



A-2









 





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



[Remainder of page intentionally left blank]




A-3









 







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




	 	 	 	 	 
	 	PIONEER NATURAL RESOURCES COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:




TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Notes of the series designated therein referred to in the within-mentioned
Indenture.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Authorized Signature 	 
	 	 	 	 
	 




A-4









 





[FORM OF REVERSE OF NOTE]




PIONEER NATURAL RESOURCES COMPANY

2.875% Convertible Senior Note due 2038




     This Note is one of a duly authorized issue of Notes of the Company, designated as its 2.875%
Convertible Senior Notes due 2038 (herein called the “Notes”), issued or to be issued under and
pursuant to an Indenture dated as of January 22, 2008 by and between the Company and Wells Fargo
Bank, National Association (herein called the “Trustee”) (herein called the “Original Indenture”),
as supplemented by the First Supplemental Indenture dated as of January 22, 2008 by and among the
Company, the Trustee and Pioneer Natural Resources USA, Inc. as conditional Guarantor (herein
called the “First Supplemental Indenture” and the Original Indenture, as supplemented by the First
Supplemental Indenture, the “Indenture”) to which Indenture reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Company and the holders of the Notes. Additional Notes may be issued in an
unlimited aggregate principal amount, subject to certain conditions specified in the Indenture.



     In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, except as set forth in Section 4.02 of the Supplemental Indenture, the principal of,
premium, if any, and interest on all Notes may be declared, by either the Trustee or Noteholders of
not less than 25% in aggregate principal amount of Notes then Outstanding, and upon said
declaration shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.



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



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



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and accrued and unpaid interest on this Note at the place, at the
respective times, at the rate and in the lawful money herein prescribed.



A-5









 





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



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



     Upon the occurrence of a Fundamental Change and on each of January 15, 2013, January 15, 2018,
January 15, 2023, January 15, 2028 and January 15, 2033, the holder has the right, at such holder’s
option, to require the Company to repurchase all of such holder’s Notes or any portion thereof (in
principal amounts of $1,000 or integral multiples thereof) at a price specified in the Indenture.



     On or after January 15, 2013, the Notes are redeemable, in whole or in part, for cash at any
time at the Company’s option at a price specified in the Indenture.



     Subject to the terms and conditions of the Indenture, the Company shall be obligated to
purchase, at the option of the holder, all or any portion of Notes held by such holder on each
Repurchase Date at a price equal to the Repurchase Price.



     Subject to the provisions of the Indenture, the holder hereof has the right, at its option,
during certain periods and upon the occurrence of certain conditions specified in the Indenture,
prior to the close of business on the Business Day immediately preceding the Maturity Date, to
convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into cash and
shares of Common Stock, if any, based on the Applicable Conversion Rate specified in the Indenture,
as adjusted from time to time as provided in the Indenture.



Obligation to Guarantee




     The Guarantor, pursuant to the First Supplemental Indenture, has agreed that, if any of
certain other senior notes of the Company hereafter are guaranteed by the Guarantor then, it will
at that time unconditionally guarantee the due and punctual payment of the principal of, premium,
if any, and interest on the Notes, whether at the Maturity Date, by acceleration or otherwise, and
of interest on the overdue principal of and interest, if any, on any premium and interest of the
Notes and all other obligations of the Company to the Noteholders or the Trustee under the
Indenture or the Notes and in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.



     The obligations of the Guarantor to the Noteholders and to the Trustee are as expressly set
forth in Section 3.09 of the First Supplemental Indenture and in such other provisions of the
Original Indenture as are applicable to the Guarantor, and reference is hereby made to such



A-6









 




Original Indenture for the precise terms of this obligation to guarantee. The terms of
Section 3.09 of the First Supplemental Indenture and such other provisions of the Original
Indenture as are applicable to the Guarantor are incorporated herein by reference.




     Terms used in this Note and defined in the Indenture are used herein as therein defined.



A-7









 





ABBREVIATIONS




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



	 	 	 	 	 
	TEN COM — as tenants in common 	UNIF GIFT MIN ACT

 	 
	 	
 	Custodian
	 	 (Cust) 	 



	 	 	 	 	 
	TEN ENT — as tenants by the entireties 	
 	 
	 	
 	 
	 	(Minor) 	 



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

	 	Uniform Gifts to Minors Act                      (State)
	 	 






Additional abbreviations may also be used

though not in the above list.





A-8











 





SCHEDULE A




PIONEER NATURAL RESOURCES COMPANY

2.875% Convertible Senior Notes due 2038




     The initial principal amount of this Global Note is $                                        . The following increases
or decreases in this Global Note have been made:



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

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 






A-9













 








EXHIBIT B




[FORM OF NOTICE OF CONVERSION]



To: Pioneer Natural Resources Company




     The undersigned registered owner of this Note hereby exercises the option to convert this
Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below
designated, into cash and, if applicable, shares of Common Stock in accordance with the terms of
the Indenture referred to in this Note, and directs that the cash and shares of Common Stock
issuable and deliverable upon such conversion, together with any cash in lieu of fractional shares,
and any Notes representing any unconverted principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated below. If any shares of Common
Stock or any portion of this Note not converted are to be issued in the name of a Person other than
the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any
amount required to be paid to the undersigned on account of interest accompanies this Note.



	 	 	 	 	 
	 	 	 
	Dated:                                          	  	 	 
	 	 	 
	 	  	 	 
	 	 	Signature(s) 	 
	 	 	 	 
	 



 


Signature Guarantee



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



Fill in for registration of shares if to be
issued, and Notes if to be delivered, other
than to and in the name of the registered
holder:




 


(Name)




 


(Street Address)




B-1









 







 





(City, State and Zip Code)

Please print name and address




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




NOTICE: The above signature(s) of the
holder(s) hereof must 
correspond with
the name as written upon the face of
the Note 
in every particular without
alteration or enlargement or any 
change
whatever.




	 	 	 	 	 
	 	 	 
	 	  	

 	 
	 	 	Social Security or Other Taxpayer 
Identification Number 	 
	 	 	 	 
	 




B-2









 








EXHIBIT C




[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]



To: Pioneer Natural Resources Company



The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Pioneer
Natural Resources Company (the “Company”) as to the occurrence of a Fundamental Change with respect
to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the
Company to repay to the registered holder hereof in accordance with the applicable provisions of
the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion
thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2)
if such Fundamental Change Repurchase Date does not fall during the period after a Interest Record
Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest
thereon to, but excluding, such Fundamental Change Repurchase Date.



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




	 	 	 	 	 
	 	 	 
	Dated:                                          	  	 	 
	 	 	Signature(s) 	 
	 	 	 	 
	 	  	
 	 
	 	 	Social Security or Other Taxpayer Identification 	 
	 	 	Number




Principal amount to be repaid (if less than all):
$___,000




NOTICE:  The above signature(s) of the holder(s) hereof must correspond with the name as
written upon the face of the Note in every particular without alteration or enlargement or any
change whatever. 	 



C-1









 






	 	 	 	 	 



EXHIBIT D




[FORM OF ASSIGNMENT AND TRANSFER]



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




Dated:                                         




 


Signature(s)




 


Signature Guarantee



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



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




D-1









 








EXHIBIT E




[FORM OF REPURCHASE NOTICE]



To: Pioneer Natural Resources Company



The undersigned registered owner of this Note hereby requests and instructs Pioneer Natural
Resources Company (the “Company”) to repay to the registered holder hereof on [                    ], 20[___]
(the “Repurchase Date”) in accordance with the applicable provisions of the Indenture referred to
in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000
principal amount or an integral multiple thereof) below designated, and (2) if such Repurchase Date
does not fall during the period after an Interest Record Date and on or prior to the corresponding
Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Repurchase Date.



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




	 	 	 	 	 
	 	 	 
	Dated:                                          	  	 	 
	 	 	 	 
	 	  	 	 
	 	 	Signature(s) 	 
	 
	 	 	 
	 	  	 	 
	 	 	Social Security or Other Taxpayer 	 
	 	 	Identification Number




Principal amount to be repaid (if less
than all):  $___,000 	 
	 


NOTICE: The above signature(s) of the holder(s) hereof must correspond with the name as written
upon the face of the Note in every particular without alteration or enlargement or any change
whatever.





E-1