EX-4.1



 





Exhibit 4.1




 






WRIGHT MEDICAL GROUP, INC.

as Issuer




and




THE BANK OF NEW YORK

as Trustee




 






Indenture




Dated as of November [   ], 2007




 






$[   ]

   % Convertible Senior Notes due 2014




 
















 





RECITALS




	 	 	 	 	 	 	 	 	 
	ARTICLE 1

Definitions And Incorporation By Reference

	 
	 	 	 	 	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 	 	 	 	 
	Section 1.02. Other Definitions
	 	 	10	 	 	 	 	 
	Section 1.03. Incorporation by Reference of Trust Indenture Act
	 	 	11	 	 	 	 	 
	Section 1.04. Rules of Construction
	 	 	11	 	 	 	 	 
	Section 1.05. Acts of Holders
	 	 	12	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 2

The Notes

	 
	 	 	 	 	 	 	 	 
	Section 2.01. Form, Dating and Denominations; Legends
	 	 	12	 	 	 	 	 
	Section 2.02. Execution And Authentication
	 	 	13	 	 	 	 	 
	Section 2.03. Registrar, Paying Agent and Conversion Agent
	 	 	14	 	 	 	 	 
	Section 2.04. Paying Agent to Hold Money in Trust
	 	 	15	 	 	 	 	 
	Section 2.05. Noteholder Lists
	 	 	15	 	 	 	 	 
	Section 2.06. Transfer and Exchange
	 	 	16	 	 	 	 	 
	Section 2.07. Replacement Notes
	 	 	16	 	 	 	 	 
	Section 2.08. Outstanding Notes
	 	 	17	 	 	 	 	 
	Section 2.09. Treasury Notes
	 	 	18	 	 	 	 	 
	Section 2.10. Temporary Notes
	 	 	18	 	 	 	 	 
	Section 2.11. Cancellation
	 	 	18	 	 	 	 	 
	Section 2.12. CUSIP Numbers
	 	 	19	 	 	 	 	 
	Section 2.13. Book-Entry Provisions for Global Notes
	 	 	19	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 3

Fundamental Changes and Purchases Thereupon

	 
	 	 	 	 	 	 	 	 
	Section 3.01. Purchase at Option of Holders Upon a Fundamental Change
	 	 	19	 	 	 	 	 
	Section 3.02. Effect of Fundamental Change Purchase Notice
	 	 	22	 	 	 	 	 
	Section 3.03. Withdrawal of Fundamental Change Purchase Notice
	 	 	23	 	 	 	 	 
	Section 3.04. Deposit of Fundamental Change Purchase Price
	 	 	23	 	 	 	 	 
	Section 3.05. Notes Purchased in Whole or in Part
	 	 	24	 	 	 	 	 
	Section 3.06.
Covenant to Comply With Securities Laws Upon Purchase of Notes
	 	 	24	 	 	 	 	 
	Section 3.07. Repayment to the Company
	 	 	24	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 4

Right of Redemption
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Section 4.01. Redemption of The Notes
	 	 	25	 	 	 	 	 






i









 






	 	 	 	 	 	 	 	 	 
	Section 4.02. Notices to Trustee
	 	 	25	 	 	 	 	 
	Section 4.03. Selection of Notes to Be Redeemed
	 	 	25	 	 	 	 	 
	Section 4.04. Notice of Redemption
	 	 	26	 	 	 	 	 
	Section 4.05. Effect of Notice of Redemption
	 	 	27	 	 	 	 	 
	Section 4.06. Deposit of Redemption Price
	 	 	27	 	 	 	 	 
	Section 4.07. Notes Redeemed in Part
	 	 	27	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 5

Covenants

	 
	 	 	 	 	 	 	 	 
	Section 5.01. Payment of Notes
	 	 	28	 	 	 	 	 
	Section 5.02. Maintenance of Office or Agency
	 	 	29	 	 	 	 	 
	Section 5.03. Existence
	 	 	29	 	 	 	 	 
	Section 5.04. Annual Reports
	 	 	29	 	 	 	 	 
	Section 5.05. Reports to Trustee
	 	 	30	 	 	 	 	 
	Section 5.06. Stay, Extension and Usury Laws
	 	 	30	 	 	 	 	 
	Section 5.07.
Notice of Defaults
	 	 	30	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 6

Consolidation, Merger,
Conveyance, Transfer or Lease

	 
	 	 	 	 	 	 	 	 
	Section 6.01.
Company May Consolidate, Only on Certain Terms
	 	 	30	 	 	 	 	 
	Section 6.02.
Successor Substituted
	 	 	31	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 7

Default and Remedies

	Section 7.01. Events of Default
	 	 	31	 	 	 	 	 
	Section 7.02. Acceleration
	 	 	33	 	 	 	 	 
	Section 7.03.
Alternative Remedy for Failure to Comply with Reporting Obligations
in the Indenture and Trust Indenture Act
	 	 	33	 	 	 	 	 
	Section 7.04.
Other Remedies
	 	 	34	 	 	 	 	 
	Section 7.05.
Waiver of Past Defaults
	 	 	35	 	 	 	 	 
	Section 7.06. Control by Majority
	 	 	35	 	 	 	 	 
	Section 7.07. Limitation on Suits
	 	 	35	 	 	 	 	 
	Section 7.08. Rights of Holders to Receive Payment
	 	 	36	 	 	 	 	 
	Section 7.09. Collection Suit by Trustee
	 	 	36	 	 	 	 	 
	Section 7.10. Trustee May File Proofs of Claim
	 	 	36	 	 	 	 	 
	Section 7.11. Priorities
	 	 	37	 	 	 	 	 
	Section 7.12. Restoration of Rights and Remedies
	 	 	37	 	 	 	 	 
	Section 7.13. Undertaking for Costs
	 	 	38	 	 	 	 	 
	Section 7.14. Rights and Remedies Cumulative
	 	 	38	 	 	 	 	 
	Section 7.15.
Delay or Omissions Not Waiver
	 	 	38	 	 	 	 	 






ii









 






	 	 	 	 	 	 	 	 	 
	ARTICLE 8

The Trustee

	 
	 	 	 	 	 	 	 	 
	Section 8.01. General
	 	 	38	 	 	 	 	 
	Section 8.02. Certain Rights of Trustee
	 	 	39	 	 	 	 	 
	Section 8.03. Individual Rights of Trustee
	 	 	40	 	 	 	 	 
	Section 8.04. Trustee’s Disclaimer
	 	 	40	 	 	 	 	 
	Section 8.05. Notice of Default
	 	 	40	 	 	 	 	 
	Section 8.06. Reports by Trustee to Holders
	 	 	40	 	 	 	 	 
	Section 8.07. Compensation and Indemnity
	 	 	41	 	 	 	 	 
	Section 8.08. Replacement of Trustee
	 	 	41	 	 	 	 	 
	Section 8.09. Successor Trustee by Merger
	 	 	42	 	 	 	 	 
	Section 8.10. Eligibility
	 	 	43	 	 	 	 	 
	Section 8.11. Money Held in Trust
	 	 	43	 	 	 	 	 
	Section 8.12.
Preferential Collection of Claims
	 	 	43	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 9

Discharge

	 
	 	 	 	 	 	 	 	 
	Section 9.01. Satisfaction and Discharge of this Indenture
	 	 	43	 	 	 	 	 
	Section 9.02. Application of Trust Money
	 	 	44	 	 	 	 	 
	Section 9.03. Repayment to Company
	 	 	44	 	 	 	 	 
	Section 9.04. Reinstatement
	 	 	45	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 10

Amendments, Supplements and Waivers

	 
	 	 	 	 	 	 	 	 
	Section 10.01.
Amendments Without Consent of Holders
	 	 	45	 	 	 	 	 
	Section 10.02.
Waivers; Amendments With Consent of Holders
	 	 	46	 	 	 	 	 
	Section 10.03. Effect of Consent
	 	 	47	 	 	 	 	 
	Section 10.04. Trustee’s Rights and Obligations
	 	 	47	 	 	 	 	 
	Section 10.05. Conformity With Trust Indenture Act
	 	 	48	 	 	 	 	 
	Section 10.06. Payments for Consents
	 	 	48	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 11

Conversion

	 
	 	 	 	 	 	 	 	 
	Section 11.01. Conversion Privilege
	 	 	48	 	 	 	 	 
	Section 11.02. Conversion Procedures; Conversion Settlement
	 	 	49	 	 	 	 	 
	Section 11.03. Fractional Shares
	 	 	51	 	 	 	 	 
	Section 11.04. Taxes on Conversion
	 	 	51	 	 	 	 	 
	Section 11.05. Company to Provide Common Stock
	 	 	51	 	 	 	 	 
	Section 11.06. Adjustment of Conversion Rate
	 	 	52	 	 	 	 	 
	Section 11.07. Adjustments of Average Prices
	 	 	59	 	 	 	 	 
	Section 11.08.
Effect of Recapitalization, Reclassification, Consolidation, Merger
or Sale
	 	 	60	 	 	 	 	 






iii









 






	 	 	 	 	 	 	 	 	 
	Section 11.09. Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change
	 	 	61	 	 	 	 	 
	Section 11.10. Right of Holders to Convert
	 	 	63	 	 	 	 	 
	Section 11.11. Trustee’s Adjustment Disclaimer
	 	 	63	 	 	 	 	 
	Section 11.12. Rights Issued in
Respect of Common Stock Issued Upon Conversion
	 	 	64	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 12

Payment of Interest

	 
	 	 	 	 	 	 	 	 
	Section 12.01. Interest Payments
	 	 	65	 	 	 	 	 
	Section 12.02. Defaulted Interest
	 	 	65	 	 	 	 	 
	Section 12.03. Interest Rights Preserved
	 	 	66	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 13

Miscellaneous

	 
	 	 	 	 	 	 	 	 
	Section 13.01. Trust Indenture Act of 1939
	 	 	66	 	 	 	 	 
	Section 13.02. Noteholder Communications; Noteholder Actions
	 	 	66	 	 	 	 	 
	Section 13.03. Notices
	 	 	67	 	 	 	 	 
	Section 13.04. Communication by Holders with Other Holders
	 	 	68	 	 	 	 	 
	Section 13.05. Certificate and Opinion as to Conditions Precedent
	 	 	69	 	 	 	 	 
	Section 13.06. Statements Required in Certificate or Opinion
	 	 	69	 	 	 	 	 
	Section 13.07. Legal Holiday
	 	 	69	 	 	 	 	 
	Section 13.08. Rules by Trustee, Paying Agent,
Conversion Agent and Registrar
	 	 	69	 	 	 	 	 
	Section 13.09.
Governing Law; Waiver of Jury Trial
	 	 	70	 	 	 	 	 
	Section 13.10. No Adverse Interpretation of Other Agreements
	 	 	70	 	 	 	 	 
	Section 13.11. Successors
	 	 	70	 	 	 	 	 
	Section 13.12. Counterparts
	 	 	70	 	 	 	 	 
	Section 13.13. Severability
	 	 	70	 	 	 	 	 
	Section 13.14. Table of Contents and Headings
	 	 	70	 	 	 	 	 
	Section 13.15. No Liability of Directors, Officers, Employees, Incorporators,
Members and Stockholders
	 	 	70	 	 	 	 	 
	Section 13.16.
Force Majeure
	 	 	70	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXHIBITS
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXHIBIT A               Form of Note
	 	 	 	 	 	 	 	 
	EXHIBIT B               DTC Legend
	 	 	 	 	 	 	 	 







iv











 






     INDENTURE dated as of November [   ], 2007 between Wright Medical Group, Inc., a Delaware
corporation, having its principal office at 5677 Airline Road, Arlington, Tennessee 38002 (the
“Company”) and The Bank of New York, as Trustee.



RECITALS




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of $[   ] aggregate principal amount of the Company’s [   ]% Convertible Senior Notes due
December 1, 2014 (the “Notes”). All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done, and the Company has done all things
necessary to make the Notes, when executed by the Company and authenticated and delivered by the
Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter
provided.



     This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture
Act that are required to be a part of and govern indentures qualified under the Trust Indenture
Act.



THIS INDENTURE WITNESSETH




     For and in consideration of the premises and the purchase of the Notes by the Holders thereof,
the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as
follows:



ARTICLE 1

Definitions And Incorporation By Reference




     Section 1.01. Definitions.



     “Additional Notes” means the $[   ] aggregate principal amount of Notes issued under this
Indenture as a result of the Underwriters’ exercise of their over-allotment option under the
Underwriting Agreement. The Additional Notes shall have the same terms as the Initial Notes.



     “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, such Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”) with respect to any Person, means
the possession, directly or indirectly, of the power to direct or cause the direction of the
management and













 




policies of such Person, whether through the ownership of Voting Securities, by
contract or otherwise.




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



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



     “Applicable Conversion Rate” means the Conversion Rate on any day.



     “Applicable Procedures” means, with respect to any transfer or exchange of beneficial
ownership interests in a Global Note, the rules and procedures of the Depositary, in each case to
the extent applicable to such transfer or exchange.



     “Bankruptcy Law” means Title 11 of the United States Code (or any successor thereto) or any
similar federal or state law for the relief of debtors.



     “Board of Directors” means the board of directors or comparable governing body of the Company,
or any committee thereof duly authorized to act on its behalf.



     “Board Resolution” means a resolution duly adopted by the Board of Directors which is
certified by the Secretary or an Assistant Secretary of the Company and remains in full force and
effect as of the date of its certification.



     “Business Day” means any weekday that is not a day on which banking institutions in The City
of New York are authorized or obligated to close.



     “Capital Stock” means, with respect to any Person, any and all shares of stock of a
corporation, partnership interests or other equivalent interests (however designated, whether
voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the
profits and losses, and a distribution of assets, after liabilities, of such Person.



     “Cash” means such coin or currency of the United States as at any time of payment is legal
tender for the payment of public and private debts.



     “Certificated Note” means a Note in registered individual form without interest coupons.



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



     “Common Stock” means Common Stock of the Company, $0.01 par value, as it exists on the date of
this Indenture and any shares of any class or classes of Capital Stock of the Company resulting
from any reclassification or reclassifications thereof and which have no preference in respect of
dividends or



2









 




of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which 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 on conversion of
Notes shall be substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.




     “Company” means the party named as such in the first paragraph of this Indenture or any
successor obligor under this Indenture and the Notes pursuant to Section 6.01.



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



     “Conversion Price” per share of Common Stock as of any day means in respect of $1,000
principal amount of Notes, $1,000 divided by the Conversion Rate on such day.



     “Corporate Trust Office” means the office of the Trustee at which the corporate trust business
of the Trustee is principally administered, which at the date of this Indenture is located at 101
Barclay Street, Floor 8W, New York, New York 10286, Attention:
Corporate Trust Administration or such other address as the Trustee
may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company).



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



     “Depositary” means DTC or the nominee thereof, or any successor thereto.



     “DTC” means The Depository Trust Company, a New York corporation, and its successors.



     “DTC Legend” means the legend set forth in Exhibit B.



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



3









 





     “Ex-Dividend Date” means the first date on which the shares of Common Stock trade on the
applicable exchange or in the applicable market, regular way, without the right to receive such
distribution.



     “Fundamental Change” means the occurrence of any of the following events at any time after the
Notes are originally issued:



     (1) the Company becomes aware that, based on a public filing, a “person” or “group” within the
meaning of Section 13(d) of the Exchange Act other than the Company, its Subsidiaries or the
Company’s or its Subsidiaries’ employee benefit plans, has become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Voting
Securities representing more than 50% of the voting power of the Company’s Voting Securities;



     (2) consummation of (A) any recapitalization, reclassification or change of Common Stock
(other than changes resulting from a subdivision or combination) as a result of which Common Stock
would be converted into, or exchanged for, stock, other securities, other property or assets, (B)
any share exchange, consolidation or merger of the Company pursuant to which Common Stock will be
converted into cash, securities or other property or (C) any sale, lease or other transfer in one
transaction or a series of transactions of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, taken as a whole, to any Person other than one of the
Subsidiaries of the Company; provided, however, that a transaction where the holders of more than
50% of all classes of the Company’s common equity immediately prior to such transaction that is a
share exchange, consolidation or merger own, directly or indirectly, more than 50% of all classes
of common equity of the continuing or surviving corporation or transferee or the parent thereof
immediately after such event shall not be a Fundamental Change;



     (3) the first day on which a majority of the board of directors does not consist of Continuing
Directors;



     (4) the Company’s stockholders approve any plan or proposal for the liquidation or dissolution
of the Company; or



     (5) Common Stock (or other common stock into which the Notes are then convertible) ceases to
be listed on any national securities exchange in the United States, except as a result of a merger
to which the Company is a party or a tender offer or exchange offer of Common Stock into which the
Notes are then Convertible;



4









 





     A Fundamental Change as a result of clause (2) above will not be deemed to have occurred,
however, if at least 100% of the consideration received or to be received by holders of Common
Stock, excluding cash payments for fractional shares, in connection with the transaction or
transactions constituting the Fundamental Change consists of Publicly Traded Securities and, as a
result of
such transaction or transactions, the Notes become convertible into such Publicly Traded
Securities, excluding cash payments for fractional shares.



     “Funded Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:



     (a) all obligations for borrowed money, whether current or long-term and all obligations of
such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;



     (b) all purchase money Indebtedness;



     (c) the principal portion of all obligations under conditional sale or other title retention
agreements relating to property purchased by the Company or any Subsidiary (other than customary
reservations or retentions of title under agreements with suppliers entered into in the ordinary
course of business);



     (d) all obligations arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments;



     (e) all obligations in respect of the deferred purchase price of property or services (other
than trade accounts payable in the ordinary course of business);



     (f) all of the Company’s obligations and liabilities, contingent or otherwise, in respect of
capitalized leases, securitized transactions and synthetic leases required, in conformity with
GAAP, to be accounted for on the Company’s balance sheet;



     (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any
payment in respect of any equity interests in such Person or any other Person, valued, in the case
of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends;



     (h) all Funded Indebtedness of others secured by (or for which the holder of such Funded
Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on, or
payable out of the proceeds of production from,



5









 




property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed;




     (i) all Guarantees with respect to Funded Indebtedness of the types specified in clauses (a)
through (h) above of another Person; and



     (j) all Funded Indebtedness of the types referred to in clauses (a) through (i) above of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or joint venturer, except to the
extent that Funded Indebtedness is expressly made non-recourse to such Person.



     For purposes hereof, the amount of any direct obligation arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments shall be the maximum amount available to be drawn thereunder.



     “GAAP” means generally accepted accounting principles in the United States of America as in
effect from time to time.



     “Global Note” means a Note in registered global form without interest coupons.



     “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion



6









 




thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning.




     “Holder” or “Noteholder” means the registered holder of any Note.



     “Indebtedness” means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance with GAAP:



     (a) all Funded Indebtedness;



     (b) all Guarantees with respect to outstanding Indebtedness of the types specified in clause
(a) above of any other Person; and



     (c) all Indebtedness of the types referred to in clauses (a) through (b) above of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which the Company or a Subsidiary of the Company is a general partner or
joint venturer, unless such Indebtedness is expressly made non-recourse to the Company or such
Subsidiary.



     “Indenture” means this indenture, as amended or supplemented from time to time.



     “Initial Notes” means the Notes, other than any Additional Notes, issued on the date hereof
and any Notes issued in replacement thereof.



     “interest”, in respect of the Notes, unless the context otherwise requires, refers to interest
payable under the terms of the Notes and this Indenture, including Default Additional Interest, if
any, payable pursuant to Section 7.03.



     “Interest Payment Date” means each June 1 and December 1 of each year, commencing June 1,
2008.



     “Last Reported Sale Price” of Common Stock or any other security 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 asked
prices) on that date as reported in composite transactions for the principal U.S. securities
exchange on which Common Stock or such other security is traded. If Common Stock or such other
security is not listed for trading on a U.S. national or regional securities exchange on the
relevant date, the “Last Reported Sale Price” will be the last quoted bid price for Common Stock or
such other security in the over-the-counter market on such date as reported by the National
Quotation Bureau Incorporated or



7









 




similar organization. If Common Stock or such other security 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 Common Stock or such other security on such date from each of at least three
nationally recognized independent investment banking firms selected by the Company for such
purpose.




     “Maturity Date” means December 1, 2014.



     “Notes” has the meaning assigned to such term in the Recitals.



     “Officer” means the chairman of the Board of Directors, the president or chief executive
officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer,
or the secretary or any assistant secretary, of the Company.



     “Officers’ Certificate” means a certificate signed in the name of the Company (a) by the
chairman of the Board of Directors, the president or chief executive officer or a vice president
and (b) by the chief financial officer, the treasurer or any assistant treasurer or the secretary
or any assistant secretary.



     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee
of or counsel to the Company, satisfactory to the Trustee.



     “Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect
of payments made or funds held hereunder in respect of the Notes.



     “Person” means an individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity, including a government or political subdivision or an
agency or instrumentality thereof.



     “principal” of any Indebtedness (including the Notes) means the principal amount of such
Indebtedness (or if such Indebtedness was issued with original issue discount, the face amount of
such Indebtedness less the remaining unamortized portion of the original issue discount of such
Indebtedness), together with, unless the context otherwise indicates, any premium then payable on
such Indebtedness.



     “Publicly Traded Securities” means, in respect of a transaction set forth in the definition of
Fundamental Change, shares of common stock that are traded on a national securities exchange
or which will be so traded or quoted when issued or exchanged in connection with such Fundamental
Change.



8









 





     “Redemption Date” means the date specified for redemption of the Notes in accordance with the
terms of the Notes and this Indenture.



     “Redemption Price” means, with respect to a Note to be redeemed by the Company in accordance
with Article 4, one hundred percent (100%) of the outstanding principal amount of such Note to be
redeemed, plus accrued and unpaid interest due, if any, to, but excluding, the Redemption Date;
provided, however, that if a Redemption Date falls after a Regular Record Date and on or prior to
the corresponding Interest Payment Date, the Redemption Price will be
100% of the principal amount of the Notes to be redeemed in connection with such redemption
and the Company shall pay the full amount of accrued and unpaid
interest due, if any, on such Interest
Payment Date to the Holder of record at the Close of Business on the corresponding Record Date.



     “Regular Record Date” for the interest payable on any Interest Payment Date means the May 15
or November 15 next preceding such Interest Payment Date.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission thereunder.



     “Subsidiary” means with respect to any Person, any corporation, association or other business
entity of which more than 50% of the outstanding Voting Securities is owned, directly or
indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner
or the only general partners of which are, such Person and one or more Subsidiaries of such Person
(or a combination thereof).



     “Trading Day” means a day on which (i) trading in securities generally occurs on The NASDAQ
Global Select Market or, if the Common Stock is not then listed on The NASDAQ Global Select Market,
on the principal other U.S. national or regional securities exchange on which the Common Stock is
then listed or, if the Common Stock is not then listed on a U.S. national or regional securities
exchange, in the principal other market on which the Common Stock is then traded, and (ii) a Last
Reported Sale Price for the Common Stock is available on such securities exchange or market. If
the Common Stock (or other security for which a closing sale price must be determined) is not so
listed or quoted, “Trading Day” means a Business Day.



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



     “Trustee” means the party named as such in the first paragraph of this Indenture or any
successor trustee under this Indenture pursuant to Article 8.



     “Trust Indenture Act” means the Trust Indenture Act of 1939.



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     “Underwriters” means [   ].



     “Underwriting Agreement” means the Underwriting Agreement dated as of November [   ], 2007
among the Company and the Underwriters relating to the purchase of the Notes by the Underwriters.



     “Voting Securities” means, with respect to any Person, securities of any class or kind
ordinarily having the power to vote for the election of directors, managers or other voting members
of the governing body of such Person.



     Section 1.02. Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section	 
	act
	 	 	13.02	(b)
	Act
	 	 	1.05	 
	Additional Shares
	 	 	11.09	 
	Bankruptcy Default
	 	 	7.01	(j)
	Company Order
	 	 	2.02	 
	Conversion Agent
	 	 	2.03	 
	Conversion Date
	 	 	11.02	(a)
	Conversion Obligation
	 	 	11.01	(a)
	Conversion Rate
	 	 	11.01	(a)
	Default Additional Interest
	 	 	7.03	 
	Defaulted Interest
	 	 	12.02	 
	Disposition Event
	 	 	11.08	 
	Effective Date
	 	 	11.09	(b)
	Event of Default
	 	 	7.01	 
	Fundamental Change Company Notice
	 	 	3.01	(c)
	Fundamental Change Purchase Date
	 	 	3.01	(a)
	Fundamental Change Purchase Notice
	 	 	3.01	(a)
	Fundamental Change Purchase Price
	 	 	3.01	(a)
	Legal Holiday
	 	 	13.07	 
	Make-Whole Fundamental Change
	 	 	11.09	(a)
	Additional Share
	 	 	11.09	(a)
	Paying Agent
	 	 	2.03	 
	Primary Registrar
	 	 	2.03	 
	record date
	 	 	11.06	(g)
	Reference Property
	 	 	11.08	 
	Register
	 	 	2.03	 
	Registrar
	 	 	2.03	 
	Rights
	 	 	11.12	 






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	Term	 	Defined in Section	 
	Shareholders Rights Plan
	 	 	11.12	 
	Special Record Date
	 	 	12.02	(a)
	Specified Cash Amount
	 	 	11.02	(b)
	Stock Price
	 	 	11.09	(b)
	Successor Company
	 	 	6.01	(a)
	Trigger Event
	 	 	11.12	 
	Valuation Period
	 	 	11.06	(c)






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



     “Commission” means the United States Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Trustee.



     “obligor” on the indenture securities means the Company and any other obligor on the Notes.



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



     Section 1.04. Rules of Construction. Unless the context otherwise requires or except as
otherwise expressly provided,



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



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



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



     (d) all references to Sections or Articles or Exhibits refer to Sections or Articles or
Exhibits of or to this Indenture unless otherwise indicated;



     (e) references to agreements or instruments, or to statutes or regulations, are to such
agreements or instruments, or statutes or regulations, as amended from time to time (or to
successor statutes and regulations);



     (f) in the event that a transaction meets the criteria of more than one category of permitted
transactions or listed exceptions the Company may classify such transaction as it, in its sole
discretion, determines;



     (g) “or” is not exclusive;



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



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



     Section 1.05. Acts of Holders. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments (which may take the form of an electronic
writing or messaging or otherwise be in accordance with the Applicable Procedures or customary
procedures of the Trustee) of substantially similar tenor signed by such Holders in person or by
agent duly appointed in writing (which may be in electronic form); and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent (either of which may be
in electronic form) shall be sufficient for any purpose of this Indenture and conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.



ARTICLE 2

The Notes




     Section 2.01. Form, Dating and Denominations; Legends.



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     (a) The Notes and the Trustee’s certificate of authentication will be substantially in the
form attached as Exhibit A. The terms and provisions contained in the form of the Note annexed as
Exhibit A constitute and are hereby expressly made a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, rules of or agreements with national securities
exchanges to which the Company is subject, or usage. Each Note will be dated the date of its
authentication. The Notes will be issuable only in denominations of $1,000 in principal amount and
any integral multiple thereof.



     (b) Global Notes in General. Each Global Note shall represent such of the outstanding Notes
as shall be specified therein and each shall provide that it shall represent the aggregate amount
of outstanding Notes from time to time endorsed thereon and that the aggregate amount of
outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, purchases, conversions or issuances of such Notes. Any
adjustment of
the aggregate principal amount of a 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 in
accordance with instructions given by the Holder thereof as required by Section 2.06 and shall be
made on the records of the Trustee and the Depositary.



     Agent Members shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this
purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or
the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the rights of a Holder of
any Note.



     (c) Book-Entry Provisions. The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(c), authenticate and deliver initially one or more Global Notes that (i)
shall be registered in the name of the Depositary, (ii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instructions and (iii) shall bear a legend substantially
to the effect set forth in Exhibit B.



     Section 2.02. Execution And Authentication. An Officer shall sign the Notes for the Company
by manual or facsimile signature. Typographic and other minor errors or defects in any such
facsimile signature shall not affect the validity or enforceability of any Note which has been
authenticated and delivered by the Trustee.



13









 




     If an Officer whose signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.



     A Note shall not be valid until an authorized signatory of the Trustee signs manually or by
facsimile the certificate of authentication on the Note. The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.



     The Trustee shall authenticate and make available for delivery Notes for original issue in the
aggregate principal amount of $[   ] (or up to $[   ] to the extent the Underwriters exercise their
over-allotment option under the Underwriting Agreement in full) upon receipt of a written order or
orders of the Company signed by an Officer of the Company (a “Company Order”). The Company Order
shall specify the amount of Notes to be authenticated, shall provide that all
such Notes will be represented by a Global Note and the date on which each original issue of
Notes is to be authenticated. The initial aggregate principal amount of Notes outstanding at any
time may not exceed $[   ] (or $[   ] to the extent the Underwriters exercise their over-allotment
option under the Underwriting Agreement in full) except as provided in Section 2.07.



     The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may
appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating
agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent shall
have the same rights as an Agent to deal with the Company or an Affiliate of the Company.



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



     Section 2.03. Registrar, Paying Agent and Conversion Agent. The Company shall maintain one
or more offices or agencies where Notes may be presented for registration of transfer or for
exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for
payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for
conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be served. The
Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or
agency where notices and demands to or upon the Company in respect of the Notes and this Indenture
may be served in the United States. One of the Registrars (the “Primary Registrar”)



14









 




shall keep a
register of the Notes and of their transfer and exchange (the “Register”).




     The Company shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture. The agreement shall implement the provisions of this Indenture that relate to such
Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to
this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or
agent for service of notices and demands in any place required by this Indenture, or fails to give
the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company
may act as Paying Agent (except for the purposes of Article 9).



     The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion
Agent, and each of the Corporate Trust Office of the
Trustee and the office or agency of the Trustee in the United States (located at 101 Barclay
Street, New York, New York 10286, Attention: Corporate Trust Administration), one such office or
agency of the Company for each of the aforesaid purposes.



     Section 2.04. Paying Agent to Hold Money in Trust. Prior to 12:00 p.m., New York City time,
on each date on which the principal amount of or interest, if any, on any Notes is due and payable,
the Company shall deposit with a Paying Agent a sum sufficient to pay such principal amount or
interest, if any, so becoming due. A Paying Agent shall hold in trust for the benefit of
Noteholders or the Trustee all money held by the Paying Agent for the payment of principal amount
of or interest, if any, on the Notes, and shall notify the Trustee of any default by the Company
(or any other obligor on the Notes) in making any such payment. If the Company or an Affiliate of
the Company acts as Paying Agent, it shall, before 12:00 p.m., New York City time, on each date on
which a payment of the principal amount of or interest on any Notes is due and payable, segregate
the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee, and the Trustee may at any time during the continuance
of any default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith
to the Trustee all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent
(other than the Company) shall have no further liability for the money.



     Section 2.05. Noteholder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of
Noteholders. If the Trustee is not the Primary Registrar, the Company shall furnish to the Trustee
on or before each semiannual interest payment date, and at such other times as the Trustee may
request in writing, a list



15









 




in such form and as of such date as the Trustee may reasonably require
of the names and addresses of Noteholders.




     Section 2.06. Transfer and Exchange. Subject to compliance with any applicable additional
requirements contained in Section 2.13, when a Note is presented to a Registrar with a request to
register a transfer thereof or to exchange such Note for an equal principal amount of Notes of
other authorized denominations, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met; provided that every Note presented or
surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an
assignment form in the form included in Exhibit A, and in form satisfactory to the Registrar duly
executed by the Holder thereof or its attorney duly authorized in writing. To permit registration
of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at
an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee
shall authenticate Notes of a like
aggregate principal amount at the Registrar’s request. Any exchange or transfer shall be
without service charge, except that the Company or the Registrar may require payment of a sum
sufficient to cover any tax, assessment or other governmental charge that may be imposed in
relation thereto; provided that this sentence shall not apply to any exchange pursuant to Section
2.10, Section 3.05, Section 10.03(b) or Section 11.02(g) not involving any transfer.



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



     Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information
as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes
upon transfer or exchange of Notes.



     The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer imposed under this Indenture or under applicable law with respect
to any transfer of any interest in any Note (including any transfers between or among Agent Members
or other beneficial owners of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.



     Section 2.07. Replacement Notes. If any mutilated Note is surrendered to the Company, a
Registrar or the Trustee, or the Company, a Registrar and the



16









 




Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company,
the applicable Registrar and the Trustee such security or indemnity as will be required by them to
save each of them harmless, then, in the absence of notice to the Company, such Registrar or the
Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and
upon its written request the Trustee shall authenticate and deliver, in exchange for any such
mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and
principal amount, bearing a number not contemporaneously outstanding.




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




     Upon the issuance of any new Notes under this Section 2.07, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the reasonable fees and expenses of
the Trustee or the Registrar) in connection therewith.



     Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost
or stolen Note shall constitute an original additional contractual obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder.



     The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes.



     Section 2.08. Outstanding Notes. Notes outstanding at any time are all Notes authenticated
by the Trustee, except for those canceled by it, those converted pursuant to Article 11, those
delivered to it for cancellation or surrendered for transfer or exchange and those described in
this Section 2.08 as not outstanding.



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



     If a Paying Agent holds at 12:00 p.m., New York City time, on the Maturity Date Cash
sufficient to pay the principal amount of the Notes payable on



17









 




that date, then on and after the
Maturity Date, such Notes shall cease to be outstanding and the principal amount thereof shall
cease to bear interest.




     Subject to the restrictions contained in Section 2.09, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.



     Section 2.09. Treasury Notes. (a) In determining whether the Holders of the required
principal amount of Notes have concurred in any notice, direction, waiver or consent, Notes owned
by the Company or any other obligor on the Notes or by any Affiliate of the Company or of such
other obligor shall be disregarded, except that, for purposes of determining whether the Trustee
shall be protected in relying on any such notice, direction, waiver or consent, only Notes which a
Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned
which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to the Notes and that the pledgee is not the Company or any other obligor on
the Notes or any Affiliate of the Company or of such other obligor.



     (b) Any Notes or shares of Common Stock issued upon the conversion of Notes that are purchased
or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate
unless registered under the Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction that results in such Notes or shares of Common
Stock, as the case may be, no longer being “restricted securities” (as defined under Rule 144).



     Section 2.10. Temporary Notes. Until definitive Notes are ready for delivery, the Company
may prepare and execute, and, upon receipt of a Company Order, the Trustee shall authenticate and
deliver, temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes
but may have variations that the Company with the consent of the Trustee considers appropriate for
temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate and deliver definitive Notes in exchange for temporary Notes.



     Section 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar, the Paying Agent and the Conversion Agent shall forward to the
Trustee or its agent any Notes surrendered to them for transfer, exchange, payment or conversion.
The Trustee and no one else shall cancel, in accordance with its standard procedures, all Notes
surrendered for transfer, exchange, payment, conversion or cancellation and upon written request of
the Company shall deliver the canceled Notes to the Company.




18











 





     Section 2.12. CUSIP Numbers. The Company in issuing the Notes may use one or more “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of
purchase as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a purchase and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such purchase shall not be affected by any
defect in or omission of such numbers. The Company will promptly notify the Trustee of any change
in the “CUSIP” numbers.



     Section 2.13. Book-Entry Provisions for Global Notes. (a) Transfers of Global Notes shall be
limited to transfers in whole, but not in part, to the Depositary, its successors or their
respective nominees. In addition, Certificated Notes shall be transferred to all beneficial
owners, as identified by the Depositary,
in exchange for their beneficial interests in Global Notes only if (i) the Depositary notifies
the Company that the Depositary is unwilling or unable to continue as depositary for any Global
Note (or the Depositary ceases to be a “clearing agency” registered under Section 17A of the
Exchange Act) and a successor Depositary is not appointed by the Company within 90 days of such
notice or cessation or (ii) an Event of Default has occurred and is continuing and the Registrar
has received a written request from the Depositary to issue Certificated Notes.



     (b) In connection with the transfer of a Global Note in its entirety to beneficial owners
pursuant to Section 2.13(a), such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall upon written instructions from
the Company authenticate and deliver, to each beneficial owner identified by the Depositary in
exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of
Certificated Notes of authorized denominations.



     (c) The Holder of any Global Note may grant proxies and otherwise authorize any Person to take
any action that a Holder is entitled to take under this Indenture or the Notes.



ARTICLE 3

Fundamental Changes and Purchases Thereupon




     Section 3.01. Purchase at Option of Holders Upon a Fundamental Change.



     (a) Generally. If a Fundamental Change occurs at any time prior to the Maturity Date of the
Notes, then each Holder shall have the right, at such



19









 




Holder’s option, to require the Company to
purchase for Cash any or all of such Holder’s Notes, or any portion of the aggregate principal
amount thereof, that is equal to $1,000 or a multiple of $1,000, on a date (the “Fundamental Change
Purchase Date”) specified by the Company that is not less than the 20th or no later than
the 35th calendar day following the date of the Fundamental Change Company Notice (as
defined below), at a purchase price equal to 100% of the principal amount thereof, together with
accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Purchase
Date (the “Fundamental Change Purchase Price”); provided that if a Fundamental Change Purchase Date
is after a Regular Record Date and on or prior to the Interest Payment Date related thereto,
accrued and unpaid interest, if any, for the full interest period to such Interest Payment Date and
payable in respect of such Interest Payment Date (irrespective of the actual Fundamental Change
Purchase Date) shall be payable to the Holders of record as of the corresponding Record
Date and the Fundamental Change Purchase Price shall be equal to 100% of the principal amount
of the Notes to be purchased.




     (b) Purchases of Notes under this Section 3.01 shall be made, at the option of the Holder
thereof, upon:




     (i) delivery to the Paying Agent by a Holder on or before the Business Day
immediately preceding the Fundamental Change Purchase Date, subject to extension to comply
with applicable law, of a duly completed notice (the “Fundamental Change Purchase Notice”)
in the form set forth on the reverse of the Notes or otherwise specifying:




     (A) if Certificated Notes have been issued, the certificate numbers of the
Notes to be delivered for purchase or, if Certificated Notes have not been
issued, the Fundamental Change Purchase Notice shall comply with the Applicable
Procedures;




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




     (C) that the Notes are to be purchased by the Company pursuant to the
applicable provisions of the Notes and this Article 3 of the Indenture; and




     (ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying
Agent appointed by the Company) (together with all necessary endorsements) on or before
the Business Day immediately preceding the Fundamental Change Purchase Date, subject to
extension to comply with applicable law, at the offices of the Trustee (or other Paying
Agent



20









 






appointed by the Company), such delivery being a condition to receipt by the Holder
of the Fundamental Change Purchase Price therefor.



     Any purchase by the Company contemplated pursuant to the provisions of this Section 3.01 shall
be consummated by the delivery of the consideration to be received by the Holder promptly on the
later of the Fundamental Change Purchase Date and the time of the book-entry transfer or delivery
of the Notes.



     Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or
other Paying Agent appointed by the Company) the Fundamental Change Purchase Notice contemplated by
this Section 3.01 shall have the right to withdraw such Fundamental Change Purchase Notice at any
time prior to the Close of Business on the Business Day immediately preceding the Fundamental
Change Purchase Date by delivery of a written notice of withdrawal to the Trustee
(or other Paying Agent appointed by the Company) in accordance with Section 3.03 below.



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



     (c) Fundamental Change Company Notice. On or before the 20th calendar day after
the occurrence of a Fundamental Change, the Company shall provide to all Holders of record of the
Notes and the Trustee and Paying Agent a notice (the “Fundamental Change Company Notice”) of the
occurrence of such Fundamental Change and of the purchase right at the option of the Holders
arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with
providing such Fundamental Change Company Notice, the Company shall publish a notice containing the
information included therein once 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 such time.



     Each Fundamental Change Company Notice shall specify:




     (i) the events causing a Fundamental Change;




     (ii) the date of the Fundamental Change;




     (iii) the last date by which a Holder may exercise the purchase right;




     (iv) the Fundamental Change Purchase Price;




     (v) the Fundamental Change Purchase Date;



21









 






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




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




     (viii) if applicable, that the Notes with respect to which a Fundamental Change
Purchase Notice has been delivered by a Holder may be converted only if the Holder
withdraws the Fundamental Change Purchase Notice in accordance with Section 3.03; and




     (ix) the procedures that Holders must follow to require the Company to purchase their
Notes.



     No failure of the Company to give the foregoing notices and no defect therein shall limit the
Noteholders’ purchase rights or affect the validity of the proceedings for the purchase of the
Notes pursuant to this Section 3.01.



     (d) No Purchase During Events of Default. There shall be no purchase of any Notes pursuant to
this Section 3.01 if there has occurred and is continuing an Event of Default (other than a default
that is cured by the payment of the Fundamental Change Purchase Price of the Notes). The Paying
Agent will promptly return to the respective Holders thereof any Notes surrendered to it during the
continuance of an Event of Default (other than a default that is cured by the payment of the
Fundamental Change Purchase Price with respect to such Notes) in which case, upon such return, the
Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.



     Section 3.02. Effect of Fundamental Change Purchase Notice. Upon receipt by the Paying Agent
of the Fundamental Change Purchase Notice specified in Section 3.01(a), the Holder of the Note in
respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental
Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely the Fundamental Change Purchase Price with respect to such Note. Such
Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds by the
Paying Agent, promptly on the later of (x) the Fundamental Change Purchase Date with respect to
such Note (provided the conditions in Section 3.01(a) have been satisfied) and (y) the time of
book-entry transfer or the delivery of such Note to the Paying Agent by the Holder thereof in the
manner required by Section 3.01(c). Notes in respect of which a Change in Control Repurchase Notice
has been given by the Holder thereof may not be converted pursuant to Article 11 hereof on or after
the date of the delivery of such Change in Control Repurchase Notice unless



22









 




such Change in Control
Repurchase Notice has first been validly withdrawn as specified in this Section 3.02.




     Section 3.03. Withdrawal of Fundamental Change Purchase Notice.



     (a) A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a
written notice of withdrawal delivered to the Paying Agent at any time prior to the Close of
Business on the Business Day immediately preceding the Fundamental Change Purchase Date,
specifying:




     (i) the name of the Holder;




     (ii) the principal amount of the Notes with respect to which such notice of
withdrawal is being submitted, which must be $1,000 or an integral multiple thereof;




     (iii) if Certificated Notes have been issued, the certificate numbers of the
withdrawn Notes; and




     (iv) the principal amount, if any, of Notes that remains subject to the original
Fundamental Change Purchase Notice, which portion must be in principal amounts of $1,000
or a multiple of $1,000;


provided that if Certificated Notes have not been issued, the notice must comply with the
Applicable Procedures.




     Section 3.04. Deposit of Fundamental Change Purchase Price. Prior to 10:00 a.m. (local time
in The City of New York) on the Fundamental Change Purchase Date, subject to extension to comply
with applicable law, the Company shall deposit with the Trustee or with the Paying Agent (or, if
the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall
segregate and hold in trust as provided herein) an amount of money (in immediately available funds
if deposited on such Business Day) sufficient to pay the Fundamental Change Purchase Price, of all
the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date.
The Company shall promptly notify the Trustee in writing of the amount of any deposits of cash made
pursuant to this Section 3.04. If the Paying Agent holds cash or securities sufficient to pay the
Fundamental Change Purchase Price of any Note for which a Fundamental Change Purchase Notice has
been tendered and not withdrawn in accordance with this Indenture as of the Business Day following
the Fundamental Change Purchase Date, then effective on the Fundamental Change Purchase Date, (a)
such Note shall cease to be outstanding and interest, if any, will cease to accrue thereon (whether
or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the
Paying Agent) and (b) all other



23









 




rights of the Holder in respect thereof will terminate (other than
the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid
interest, if any, upon delivery or book-entry transfer of such Note, or interest payable on the
related Interest Payment Date, if the Fundamental Change Purchase Date occurs between the Record
Date and such Interest Payment Date, as applicable).




     Section 3.05. Notes Purchased in Whole or in Part. Any Note that is to be purchased, whether
in whole or in part, shall be surrendered at the office of the Paying Agent (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes,
of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the portion of the principal amount
of the Note so surrendered which is not purchased.



     Section 3.06. Covenant to Comply With Securities Laws Upon Purchase of Notes. In connection
with any offer to purchase Notes under Section 3.01, the Company shall to the extent applicable (i)
comply with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO (or
any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply with all
federal and state securities laws so as to permit the rights and obligations under Section 3.01 to
be exercised in the time and in the manner specified in Section 3.01.



     Section 3.07. Repayment to the Company. The Trustee and the Paying Agent shall return to the
Company any Cash that remains unclaimed, together with interest, if any, or dividends, if any,
thereon, held by them for the payment of the Fundamental Change Purchase Price as soon as
practicable following the date on which the Company is obligated to pay the Fundamental Change
Purchase Price to a Holder pursuant to the terms of this Indenture; provided that to the extent
that the aggregate amount of Cash deposited by the Company pursuant to Section 3.04 exceeds the
aggregate Fundamental Change Purchase Price of the Notes or portions thereof which the Company is
obligated to purchase as of the Fundamental Change Purchase Date, then as soon as practicable
following the Fundamental Change Purchase Date, the Trustee or the Paying Agent, as the case may
be, shall return any such excess to the Company.



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ARTICLE 4

Right of Redemption




     Section 4.01. Redemption of The Notes. (a) The Company shall not have the right to redeem
any Notes prior to December 6, 2011.



     (b) The Company shall have the right, at the Company’s option, at any time, and from time to
time, on or after December 6, 2011 to redeem all or any part of the Notes at a price payable in
cash equal to the Redemption Price, but only if the Last Reported Sale Price of Common Stock has
exceeded 140% of the Conversion Price for at least twenty (20) Trading Days in any consecutive
thirty (30) Trading Day period ending on the Trading Day prior to the date of mailing of the notice
of redemption as set forth in Section 4.04.



     (c) Notes in denominations larger than $1,000 principal amount may be redeemed in part but
only in integral multiples of $1,000 principal amount.



     Section 4.02. Notices to Trustee. If the Company elects to redeem Notes pursuant to Section
4.01 of this Indenture, it shall notify the Trustee in writing of
the Redemption Date and the aggregate principal amount of Notes to be redeemed, which notice
shall be provided to the Trustee by the Company at least fifteen (15) days prior to the mailing, in
accordance with Section 4.04, of the notice of redemption (unless a shorter notice period shall be
satisfactory to the Trustee).



     Section 4.03. Selection of Notes to Be Redeemed. (a) If the Company has elected to redeem
less than all the Notes pursuant to Section 4.01 of this Indenture, the Trustee shall, within five
(5) Business Days after receiving the notice specified in Section 4.02, select the Notes to be
redeemed, on a pro rata basis or in accordance with any other method the Trustee considers
reasonably fair and appropriate. The Trustee shall make such selection from Notes then outstanding
and not already to be redeemed by virtue of having been previously called for redemption. The
Trustee may select for redemption portions of the principal amount of Notes that have denominations
larger than $1,000 principal amount. Notes and portions of them the Trustee selects for redemption
shall be in amounts of $1,000 principal amount or integral multiples of $1,000 principal amount.
The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and
the principal amount thereof to be redeemed.



     (b) The Registrar need not register the transfer of or exchange any Notes that have been
selected for redemption, except the unredeemed portion of the Notes being redeemed in part. The
Registrar need not issue, authenticate, register the transfer of or exchange any Note for a period
of fifteen (15) days before selecting, pursuant to this Section 4.03, the Notes to be redeemed.



25









 





     Section 4.04. Notice of Redemption. (a) At least thirty (30) days but not more than sixty
(60) days before a Redemption Date, the Company shall mail, or cause to be mailed, by first-class
mail a notice of redemption to each Holder whose Notes are to be redeemed, at the address of such
Holder appearing in the Register.



     (b) The notice of redemption shall identify the Notes and the aggregate principal amount
thereof to be redeemed pursuant to the redemption and shall state:




     (i) the Redemption Date;




     (ii) the Redemption Price;




     (iii) the Conversion Rate and the Conversion Price;




     (iv) the names and addresses of the Paying Agent and the Conversion Agent;




     (v) that the right to convert the Notes called for redemption will terminate at the
close of business on the Business Day immediately preceding the Redemption Date, unless
there shall be a Default in the payment of the Redemption Price payable as herein provided
upon redemption;




     (vi) that Holders who want to convert Notes must satisfy the requirements of Article
11;




     (vii) that Notes called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price payable as herein provided upon redemption;




     (viii) that, unless there shall be a default in the payment of the Redemption Price
payable as herein provided upon redemption, interest on Notes called for redemption ceases
to accrue on and after the Redemption Date, such Notes will cease to be convertible after
the close of business on the Business Day immediately preceding the Redemption Date, and
all rights of the Holders of such Notes shall terminate on and after the Redemption Date,
other than the right to receive, upon surrender of such Notes and in accordance with this
Indenture, the Redemption Price; and




     (ix) the CUSIP number or numbers, as the case may be, of the Notes.



26









 





     (c) The right, pursuant to Article 11, to convert Notes called for redemption shall terminate
at the close of business on the Business Day immediately preceding the Redemption Date, unless
there shall be a default in the payment of the Redemption Price payable as herein provided upon
redemption.



     (d) At the Company’s request, upon reasonable prior notice, the Trustee shall mail the notice
of redemption to each Holder whose Notes are to be redeemed in the Company’s name and at the
Company’s expense; provided, however, that the form and content of such notice shall be approved in
advance by the Company.



     Section 4.05. Effect of Notice of Redemption. (a) Once notice of redemption is mailed, Notes
called for redemption become due and payable on the Redemption Date at the Redemption Price and, on
and after such Redemption Date (unless there shall be a Default in the payment of the Redemption
Price), such Notes shall cease to bear interest, and all rights of the Holders of such Notes shall
terminate, other than the right to receive, upon surrender of such Notes and in accordance with the
next sentence, the Redemption Price. Upon surrender to
the Paying Agent of Notes subject to redemption, such Notes shall be paid, to the Holder
surrendering such Notes, at the Redemption Price.



     (b) If any Note shall not be fully and duly paid upon surrender thereof for redemption, the
principal of, and accrued and unpaid interest on, such Note shall, until paid, bear interest from,
and including, the Redemption Date at the rate borne by such Note on the principal amount of such
Note, and such Note shall continue to be convertible pursuant to Article 11.



     (c) Notwithstanding anything herein to the contrary, there shall be no purchase of any Notes
pursuant to a redemption if the principal amount of the Notes has been accelerated, and such
acceleration has not been rescinded, on or prior to the relevant Redemption Date. The Paying Agent
will promptly return to the respective Holders thereof any Notes held by it during the continuance
of any such acceleration.



     Section 4.06. Deposit of Redemption Price. Prior to 10:00 a.m., New York City time on the
Redemption Date, the Company shall deposit with a Paying Agent (or, if the Company or any Affiliate
is acting as Paying Agent, segregate and hold in trust in accordance with Section 2.04) money, in
funds immediately available on the Redemption Date, sufficient to pay the Redemption Price of all
Notes to be redeemed on that date. The Paying Agent shall return to the Company, as soon as
practicable, any money not required for that purpose.



     Section 4.07. Notes Redeemed in Part. (a) Any Note to be submitted for redemption only in
part shall be delivered pursuant to Section 4.05 (with, if the



27









 




Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing). Upon
receipt of such Note together with any such required endorsements or transfer instruments, the
Company shall execute, and the Trustee shall, upon its receipt of a Company Order therefor,
authenticate and make available for delivery to the Holder of such Note without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder, of the same tenor
and in aggregate principal amount equal to the portion of such Note not submitted for redemption.




     (b) If any Note selected for partial redemption is converted in part, the principal of such
Note subject to redemption shall be reduced by the principal amount of such Note that is converted.



ARTICLE 5

Covenants




     Section 5.01. Payment of Notes. (a) The Company agrees to pay the principal of and interest
on the Notes on the dates and in the manner provided in the Notes and this Indenture. Not later
than 10:00 a.m. New York City time, on the due date of any principal of or interest on any Notes,
or any Fundamental Change Purchase Date, as the case may be, the Company will deposit with the
Trustee (or Paying Agent) money in immediately available funds sufficient to pay the amounts then
due; provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it
will, on or before each due date, segregate and hold in a separate trust fund for the benefit of
the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise
disposed of as provided in this Indenture. In each case the Company will promptly notify the
Trustee of its compliance with this paragraph.



     (b) An installment of principal or interest will be considered paid on the date due if the
Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that
date money designated for and sufficient to pay the installment. If the Company or any Affiliate
of the Company acts as Paying Agent, an installment of principal or interest will be considered
paid on the due date only if paid to the Holders.



     (c) The Company agrees to pay interest on overdue principal, and, to the extent lawful,
overdue installments of interest at the rate per annum specified in the Notes.



     (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire
transfer of same-day funds to the Depositary for the



28









 




purpose of permitting such party to credit the
payments received by it in respect of such Global Note to the accounts of the beneficial owners
thereof. With respect to Certificated Notes, the Company will make all payments in same-day funds
by transfer to an account maintained by the payee located inside the United States, if the Trustee
shall have received proper wire transfer instructions from such payee not later than the related
Regular Record Date or, if no such instructions have been received by check drawn on a bank in the
United States mailed to the payee at its address set forth on the Registrar’s books.




     Section 5.02. Maintenance of Office or Agency. The Company will maintain in the United
States, an office or agency where Notes may be surrendered for registration of transfer or exchange
or for presentation for payment and where notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. The Company hereby initially designates the Corporate
Trust Office of the Trustee as such office of the
Company. 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 fails to maintain any
such required office or agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served to the Trustee.



     The Company may also from time to time designate one or more other offices or agencies where
the Notes may be surrendered or presented for any of such purposes and may from time to time
rescind such designations. 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.



     Section 5.03. Existence. The Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence, rights and franchises
of the Company; provided that the Company is not required to preserve any such right or franchise
if the preservation thereof is no longer desirable in the conduct of the business of the Company;
provided further that this Section does not prohibit any transaction otherwise permitted by Section
6.01.



     Section 5.04. Annual Reports. The Company shall deliver to the Trustee, within fifteen days
after the Company files the same with the Commission, copies of the Company’s
annual reports and of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may by rules and regulations prescribe) that the Company is
required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act. Reports, information and documents
filed by the Company with the Commission via the EDGAR system will be
deemed filed with the Trustee for purposes of this Section 5.04 as of
the time that such reports, information and documents are filed via
EDGAR.



29









 







     Section 5.05. Reports to Trustee. (a) The Company will deliver to the Trustee within 120
days after the end of each fiscal year a certificate from the principal executive, financial or
accounting officer of the Company stating that the officer has conducted or supervised a review of
the activities of the Company and its Subsidiaries and their performance under this Indenture and
that, based upon such review, the Company has fulfilled its obligations hereunder or, if there has
been a Default, specifying the Default and its nature and status.



     (b) The Company will deliver to the Trustee, as soon as possible and in any event within 30
days after the Company becomes aware or should reasonably become aware of the occurrence of a
Default, an Officers’ Certificate setting forth the details of the Default, and the action which
the Company proposes to take with respect thereto.



     Section 5.06. Stay, Extension and Usury Laws. The Company covenants (to the extent that it
may lawfully do so) that it will 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 wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture, and the Company (in each case, to the extent
that it may lawfully do so) hereby covenants that it will not, by resort to any such law to the
extent it would hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been
enacted.



     Section 5.07. Notice of Defaults. The Trustee shall, within ninety (90) calendar days after
the Trustee has knowledge of the occurrence of a default, mail to all Noteholders, as the names and
addresses of such holders appear upon the Register, notice of all defaults known to the Trustee,
unless such defaults shall have been cured or waived before the giving of such notice; provided
that, except in the case of default in the payment of the principal of, or interest (including
Default Additional Interest, if any) on, any of the Notes, the Trustee shall be protected in
withholding such notice if and so long as the Trustee in good faith determines that the withholding
of such notice is in the interest of the Noteholders.



ARTICLE 6

Consolidation, Merger, Conveyance, Transfer or Lease




     Section 6.01. Company May Consolidate, Only on Certain Terms. The Company shall not
consolidate with or merge with or into, or convey, transfer or lease all or substantially all of
its properties and assets to, any Person, unless:



30









 





     (a) the resulting, surviving or transferee Person, if not the Company (the “Successor
Company”), is a Person organized and existing under the laws of the United States of America, any
state thereof or the District of Columbia, and the Successor Company (if not the Company itself)
expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes, and
this Indenture;



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



     (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such transaction, such supplemental
indenture, comply with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with, and the Trustee may rely upon such
Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction
complies with this Section 6.01.



     Section 6.02. Successor Substituted. Upon any consolidation of the Company with, or merger
of the Company with or into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance with Section 6.01,
the Successor Company formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter.



ARTICLE 7

Default and Remedies




     Section 7.01. Events of Default.  An “Event of Default” occurs with respect to
the Notes if:



     (a) the Company defaults in payment of the principal, Redemption Price or Fundamental Change
Purchase Price with respect to any Note, when such becomes due and payable;



     (b) the Company defaults in payment of any interest due on any Note when the same becomes due
and payable, and such default continues for a period of 30 days;



31









 





     (c) the Company fails to issue any notice of a Fundamental Change as required under Section
3.01(b) of this Indenture or a Make-Whole Fundamental Change that does not constitute a Fundamental
Change as required under Section 11.09(a) of this Indenture;



     (d) the Company fails to comply with its obligation to convert the Notes into Common Stock, as
applicable, upon exercise of a Holder’s right to convert its Notes pursuant to Article 11;



     (e) the Company fails to comply with its obligations under Article 6;



     (f) the Company fails to comply with any of its other covenants or agreements in the Notes or
this Indenture upon receipt by the Company of a notice of such default by the Trustee or by Holders
of not less than 25% in aggregate principal amount of the Notes then outstanding and the failure by
the Company to cure (or obtain a waiver of) such default within 60 days after receipt of such
notice;



     (g) the Company, or any Subsidiary, fails (i) to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any
Indebtedness or Guarantee having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $10,000,000, or (ii) to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which
default or other event is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded;



     (h) there is entered against the Company or any Subsidiary (i) one or more final judgments or
orders for the payment of money in an aggregate amount exceeding $10,000,000 (to the extent not
covered by independent third-party insurance as to which the insurer does not dispute coverage) or
such other amount to the extent any of the Company’s obligations represented by the Indebtedness
(including any extensions, renewals or refinancings thereof) in at
least $100,000,000 aggregate principal amount are renegotiated, amended or supplemented with respect to a
substantially similar event of default resulting from a
final judgment or orders for the payment of money, in which case such other amount will be the
lowest amount of any such obligations so



32









 




renegotiated, amended or supplemented, provided that such
other amount shall not exceed $25,000,000, or (ii) any one or more non-monetary final judgments
that have, or could reasonably be excepted to have, individually or in the aggregate, a material
adverse effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon
such judgment or order, or (B) there is a period of ten consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;




     (i) The
Company or any Subsidiary of the Company institutes or consents to
the institution of any proceeding under any Bankruptcy Law, or makes
an assignment for the benefit of creditors; or applies for or
consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or
for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of the
Company or any Subsidiary of the Company and the appointment continues
undischarged or unstayed for sixty calender days; or any proceeding
under any Bankruptcy Law relating to the
Company or any Subsidiary of the Company or to all or any material
part of its property is instituted without the consent of the Company
or any Subsidiary of the Company and continues undismissed or
unstayed for sixty calendar days, or an order for relief is entered
in any such proceeding (an event of default specified in clause (i), a “Bankruptcy Default”).



     Section 7.02. Acceleration. If an Event of Default, other than a Bankruptcy Default, occurs
and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate of
the outstanding principal amount of the Notes, by written notice to the Company (and to the Trustee
if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall,
declare the principal of and accrued and unpaid interest on the Notes to be immediately due and
payable. Upon a declaration of acceleration, such principal and interest will become immediately
due and payable. If a Bankruptcy Default occurs, the principal of and accrued interest on the
Notes then outstanding will become immediately due and payable automatically without any
declaration or other act on the part of the Trustee or any Holder.



     Section 7.03. Alternative Remedy for Failure to Comply with Reporting Obligations in the
Indenture and Trust Indenture Act. Notwithstanding any other provision of this Article 7, if the
Company so elects not later than the occurrence of an Event of Default relating to the failure of the
Company to comply with Section



33









 




5.04 of this Indenture and/or for any failure to comply with the
requirements of Section 314(a)(1) of the Trust Indenture Act, the sole remedy for such Event of
Default will be (i) for the first 60 days after the occurrence of such an Event of Default, consist
exclusively of the right to receive additional interest (the “Default Additional Interest”) on the
Notes equal to 0.25% of the principal amount of the Notes and (ii) for the period from the 61st day
after the occurrence of such an Event of Default to the 120th day after the occurrence of such an
Event of Default, consist exclusively of the right to receive Default Additional Interest on the
Notes equal to 0.50% per annum of the principal amount of Notes. If the Company elects to pay such
Default Additional Interest, such Default Additional Interest will be payable in the same manner
and on the same dates as the stated interest payable on the Notes under the terms of this
Indenture. If the Company so elects, such Default Additional Interest will be payable on all
outstanding Notes from and including the date on which such Event of Default first occurs to but
not including the 120th day thereafter (or such earlier date on which such Event of
Default relating to the Company’s reporting obligations shall have been cured or waived). On the
120th day after such Event of Default (if the Event of Default relating to the reporting
obligations is not cured or waived prior to such 120th day), such Default Additional
Interest shall cease to accrue and, if such Event of
Default has not been cured or waived prior to such 120th day, the Notes will be
subject to acceleration as provided in this Article 7. The provisions of this paragraph shall not
affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default.
If the Company does not elect to pay such Default Additional Interest upon such an Event of
Default in accordance with this paragraph, the Notes will be subject to acceleration as provided in
Section 7.02.




     In order to elect to pay such Default Additional Interest as the sole remedy during the first
120 days after the occurrence of an Event of Default relating to the Company’s failure to comply
with its reporting obligations in accordance with the immediately preceding paragraph, the Company
must notify all Holders of the Notes and the Trustee and Paying Agent of such election in writing
within ten Business Days of making such election. Upon the Company’s failure to give such notice or
pay such Default Additional Interest in the same manner and on the same dates as the stated
interest payable on the Notes under the terms of this Indenture, the Notes will be immediately
subject to acceleration as provided in Section 7.02.



     Section 7.04. Other Remedies. If an Event of Default occurs and is continuing, the Trustee
may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding
at law or in equity to collect the payment of principal of and interest on the Notes or to enforce
the performance of any provision of the Notes or this Indenture. The Trustee may maintain a



34









 




proceeding even if it does not possess any of the Notes or does not produce any of them in the
proceeding.




     Section 7.05. Waiver of Past Defaults. Except as otherwise provided in Section 7.08 and
Section 10.02(b), Holders of a majority in principal amount of the outstanding Notes by written
notice to the Company and to the Trustee may waive any past Default and rescind and annul a
declaration of acceleration with respect to such Default and its consequences (other than an
uncured default (x) in the payment of the principal amount with respect to any Note, accrued and
unpaid interest with respect to any Note or the Fundamental Change Purchase Price with respect to
any Note, (y) in the payment or delivery of the consideration due upon conversion of the Notes or
(z) in respect of any provision that under this Indenture cannot be modified or amended without the
consent of the Holder of each outstanding Note affected) if:




	 	(i)	 	all existing Events of Default, other than the nonpayment of the principal
of and interest on the Notes that have become due solely by the declaration of
acceleration, have been cured or waived, and
	 
	 	(ii)	 	the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.




Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will
be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or
impair any right consequent thereon.




     Section 7.06. Control by Majority. The Holders of a majority in aggregate principal amount
of the outstanding Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may
involve the Trustee in personal liability, or that the Trustee determines in good faith may be
unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction,
and may take any other action it deems proper that is not inconsistent with any such direction
received from Holders of Notes.



     Section 7.07. Limitation on Suits. A Holder may not institute any proceeding, judicial or
otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or
trustee, or for any other remedy under this Indenture or the Notes, unless:




     (i) the Holder has previously given to the Trustee written notice of a continuing
Event of Default;



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     (ii) Holders of at least 25% in aggregate principal amount of outstanding Notes have
made written request to the Trustee to institute proceedings in respect of the Event of
Default in its own name as Trustee under this Indenture;




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




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




     (v) during such 60-day period, the Holders of a majority in aggregate principal
amount of the outstanding Notes have not given the Trustee a direction that is
inconsistent with such written request.



     Section 7.08. Rights of Holders to Receive Payment. Notwithstanding anything to the
contrary, the right of a Holder of a Note to receive (x) payment of
principal of or interest on its Note on the Maturity Date or the relevant Interest Payment
Date, as the case may be, (y) payment of the Fundamental Change Purchase Price on the Fundamental
Change Purchase Date and (z) delivery of Common Stock upon conversion of such Note on the date
specified in Section 11.02(b), or to bring suit for the enforcement of any such payment or
delivery, as the case may be, on or after such respective dates, may not be impaired or affected
without the consent of that Holder.



     Section 7.09. Collection Suit by Trustee. If an Event of Default in payment of principal or
interest specified in clause (a) or (b) of Section 7.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust for the whole amount of
principal and accrued interest remaining unpaid, together with interest on overdue principal and,
to the extent lawful, overdue installments of interest, in each case at the rate specified in the
Notes, and such further amount as is sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and any other amounts due the Trustee hereunder.



     Section 7.10. Trustee May File Proofs of Claim. The Trustee may file proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders
allowed in any judicial proceedings relating to the Company or its creditors or



36









 




property, and is
entitled and empowered to collect, receive and distribute any money, securities or other property
payable or deliverable upon conversion or exchange of the Notes or upon any such claims. Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder. Nothing in
this Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt
on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.




     Section 7.11. Priorities. If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:




     First: to the Trustee for all amounts due hereunder;




     Second: to Holders for amounts then due and unpaid for principal of and interest on
the Notes, ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal and interest;




     Third: to Holders for other amounts then due and unpaid in respect of the Notes,
ratably, without preference or priority of any kind, according to the amounts due and
payable in respect of the Notes; and




     Fourth: to the Company or as a court of competent jurisdiction may direct.



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



     Section 7.12. Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted a proceeding to enforce any right or remedy under this Indenture and the proceeding has
been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or
to the Holder, then, subject to any determination in the proceeding, the Company, the Trustee and
the Holders will be restored severally and respectively to their former positions hereunder and



37









 




thereafter all rights and remedies of the Company, the Trustee and the Holders will continue as
though no such proceeding had been instituted.




     Section 7.13. Undertaking for Costs. In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an
undertaking to pay the costs of the suit, and the court may assess reasonable costs, including
reasonable attorneys fees, against any party litigant (other than the Trustee) in the suit having
due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by a Holder to enforce payment of (a) principal of or interest on
any Note on the respective due dates, (b) the Change of Control Purchase on the Change of Control
Repurchase Date, (c) Common Stock due upon conversion of a Note or (d) a suit by Holders of more
than 10% in principal amount of the outstanding Notes.



     Section 7.14. Rights and Remedies Cumulative. No right or remedy conferred or reserved to
the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right
or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in
addition to every
other right and remedy hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not
prevent the concurrent assertion or exercise of any other right or remedy.



     Section 7.15. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder to exercise any right or remedy accruing upon any Event of Default will impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.



ARTICLE 8

The Trustee




     Section 8.01.
General. (a) Except during the continuance of an Event of
Default,


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



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



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



     (c) No
provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that



          (1) this
Subsection shall not be construed to limit the effect of
Subsection (a) of this Section 8.01;



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



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



          (4) no
provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.



     (d) Whether
or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the
provisions of this Section 8.01.




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     Section 8.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a)
through (d):



     (a) In
the absence of bad faith on its part, the Trustee may conclusively rely, and will be protected in
acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or matter stated in the
document, but, in the case of any document which is specifically required to be
furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the
document to determine whether it conforms to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
The Trustee, in its discretion, may make further inquiry or investigation into such facts or
matters as it sees fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or
by agent or attorney at the sole cost of the Company and shall incur
no liability or additional liability of any kind by reason of such
inquiry or investigation.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel conforming to Section 13.06 and the Trustee will not be liable for any
action it takes or omits to take in good faith in reliance on the certificate or opinion.



     (c) The Trustee may act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.



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



39









 





     (e) The Trustee will not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within its rights or powers or for any action it takes or omits to
take in accordance with the direction of the Holders in accordance with Section 7.06 relating to
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.



     (f) The Trustee may consult with counsel, and the advice of such counsel or any
Opinion of Counsel will be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon.



     (g) No provision of this Indenture will require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of its duties hereunder, or in the
exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss,
liability or expense.



     (h) In
no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action.



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



     (j) The
rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of
its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder.



     (k) The
Trustee may request that the Company deliver a certificate setting
forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.



     Section 8.03. Individual Rights of Trustee. The Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and
311.



     Section 8.04. Trustee’s Disclaimer. The Trustee (a) makes no representation as to the
validity or adequacy of this Indenture or the Notes, (b) is not accountable for the Company’s use
or application of the proceeds from the Notes and (c) is not responsible for any statement in the
Notes other than its certificate of authentication.



     Section 8.05. Notice of Default. If any Default occurs and is continuing and is known to the
Trustee, the Trustee will send notice of the Default to each Holder within 90 days after it occurs,
unless the Default has been cured; provided that, except in the case of a default (x) in the
payment of the principal of or interest on any Note (y) in the payment of the Fundamental Change
Purchase Price on the Fundamental Change Purchase Date or (z) in the delivery of Common Stock upon
conversion of such Note on the date specified in Section 11.02(b), the Trustee may withhold the
notice if and so long as the board of directors, the executive committee or a trust committee of
directors of the Trustee in good faith determines that withholding the notice is in the interest of
the Holders. Notice to Holders under this Section will be given in the manner and to the extent
provided in Trust Indenture Act Section 313(c).



     Section 8.06. Reports by Trustee to Holders. Within 60 days after each June 1, beginning
with June 1, 2008, the Trustee will mail to each Holder, as



40









 




provided in Trust Indenture Act Section
313(c), a brief report dated as of such June 1, if required by Trust Indenture Act Section 313(a),
and file such reports with each stock exchange upon which its Notes are listed and with the
Commission as required by Trust Indenture Act Section 313(d).
The Company will promptly notify the Trustee in writing when the
Notes are listed on any stock exchange and of any delisting thereof.




     Section 8.07. Compensation and Indemnity. (a) The Company will pay the Trustee compensation
as agreed upon in writing for its services. The compensation of the Trustee is not limited by any
law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon
request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by
the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and
counsel.



     (b) The
Company will indemnify each of the Trustee or any predecessor Trustee
and their agents for, and to hold them harmless against, any and all
loss, damage, claims, liability or expense, including taxes (other
than taxes based upon, measured by or determined by the income of the
Trustee), arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs
and expenses of defending itself against any claim (whether asserted
by the Company, or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or
duties hereunder, or in connection with enforcing the provisions of
this Section, except to the extent that such loss, damage, claim,
liability or expense is due to its own negligence or bad faith.



     (c) To secure the Company’s payment obligations in this Section, the Trustee will have a lien
prior to the Notes on all money or property held or collected by the Trustee, in its capacity as
Trustee, except money or property held in trust to pay principal of, and interest on particular
Notes.



     (d) The
provisions of this Section 8.07 shall survive the termination of
this Indenture.



     Section 8.08. Replacement of Trustee. (a) (i) The Trustee may resign at any time by written
notice to the Company.




     (ii) The Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by written notice to the Trustee.




     (iii) If the Trustee is no longer eligible under Section 8.10 or in the circumstances
described in Trust Indenture Act Section 310(b), any Holder that satisfies the
requirements of Trust Indenture Act Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.




     (iv) The Company may remove the Trustee if (A) the Trustee is no longer eligible
under Section 8.10; (B) the Trustee is adjudged a bankrupt or an insolvent; (C) a receiver
or other public officer takes



41









 








charge of the Trustee or its property; or (D) the Trustee
becomes incapable of acting.


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




     (b) If the Trustee has been removed by the Holders, Holders of a majority in principal amount
of the Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the
Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the
Company will promptly appoint a successor Trustee. If the successor Trustee does not deliver its
written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring
Trustee, at the Company’s expense, the Company or the Holders of a majority in principal amount of the outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor Trustee.



     (c) Upon delivery by the successor Trustee of a written acceptance of its appointment to the
retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in Section 8.07(c), (ii) the
resignation or removal of the retiring Trustee will become effective, and (iii) the successor
Trustee will have all the rights, powers and duties of the Trustee under this Indenture. Upon
request of
any successor Trustee, the Company will execute any and all reasonable instruments for fully
and vesting in and confirming to the successor Trustee all such rights, powers and trusts. The
Company will give notice of any resignation and any removal of the Trustee and each appointment of
a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and
the address of its Corporate Trust Office.



     (d) Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 8.07 will continue for the benefit of the retiring Trustee.



     (e) The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust
Indenture Act Section 310(b).



     Section 8.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the resulting, surviving or transferee corporation or
national banking association without any further act will be the successor Trustee with the same
effect as if the successor Trustee had been named as the Trustee in this Indenture.




42












 





     Section 8.10. Eligibility. This Indenture must always have a Trustee that satisfies the
requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of condition.




     If
the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture; provided, however, that there shall be
excluded from the operation of Section 310(b)(1) of the Trust
Indenture Act any indenture or indentures under which other
securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for
such exclusion set forth in Section 310(b)(1) of the Trust
Indenture Act are met.





     Section 8.11. Money Held in Trust. The Trustee will not be liable for interest on any money
received by it except as it may agree with the Company. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law and except for money held
in trust under Article 9.






     Section 8.12.
Preferential Collection of Claims. If
and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Notes), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such other obligor).





ARTICLE 9

Discharge




     Section 9.01. Satisfaction and Discharge of this Indenture. (a) This Indenture shall cease
to be of further effect if either: (i) all outstanding Notes (other than Notes replaced pursuant to
Section 2.07) have been delivered to the Trustee for cancellation, (ii) all outstanding Notes have
become due and payable on the Maturity Date, on any Fundamental Change Purchase Date in connection
with any purchase upon the occurrence of a Fundamental Change or on a Redemption Date or (iii) all
outstanding Notes have been delivered for conversion pursuant to Article 11, and the Company
irrevocably deposits or delivers, as the case may be, prior to the applicable date on which such
payment is due and
payable, or such conversion is to be settled, with the Trustee, the Paying Agent (if the
Paying Agent is not the Company or any of its Affiliates) or the Conversion Agent Cash in respect
of such payment or Common Stock in respect of any such conversion on the Maturity Date, the
Fundamental Change Purchase Date, the Redemption Date or the date such conversion is to be settled,
as the case may be; provided that, in all cases, the Company shall pay to the Trustee all other
sums payable hereunder by the Company.



     (b) The Company may exercise its satisfaction and discharge option with respect to the Notes
only if:




     (i) no Default or Event of Default with respect to the Notes shall exist on the date
of such deposit;




     (ii) such deposit or delivery, as the case may be, shall not result in a breach or
violation of, or constitute a Default or Event of Default under, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is bound; and



43









 






     (iii) the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of
Defaults and Events of Default and as to any factual matters), each stating that all
conditions precedent provided for herein relating to the satisfaction and discharge of
this Indenture have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 8.07 shall survive and, if money shall have been deposited
with the Trustee pursuant to clause (a) of this Section, the provisions of Section 2.03, Section
2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.12, Section 3.01, Article 6, Article 11
and this Article 9, shall survive and the Company shall be required to make all payments and
deliveries required by such Sections or Articles, as the case may be, irrespective of any prior
satisfaction and discharge until the Notes have been paid in full.



     Section 9.02. Application of Trust Money. Subject to the provisions of Section 9.03, the
Trustee or a Paying Agent shall hold in trust, for the benefit of the Holders, all money, Common
Stock or other consideration paid or delivered to it, as the case may be, pursuant to Section 9.01
and shall apply such money, Common Stock or other consideration in accordance with this Indenture
and the Notes to the payment of the principal amount of (including the relevant Fundamental Change
Purchase Price or Redemption Price, as applicable) and interest on the Notes or delivery of the
Cash and Common Stock, if applicable, payable or issuable, as the case may be, upon conversion of
the Notes.



     Section 9.03. Repayment to Company. The Trustee and each Paying Agent shall promptly pay or
deliver, as the case may be, to the Company upon request any excess money, Common Stock or other
consideration (x) paid or delivered to them pursuant to Section 9.01 and (y) held by them at any
time.



     The Trustee and each Paying Agent shall also pay or deliver, as the case may be, to the
Company upon request any money, Common Stock or other consideration held by them for the payment of
the principal amount of (including the relevant Fundamental Change Purchase Price or Redemption
Price, as applicable) and interest on, or the amount due in connection with any conversion of, the
Notes that remains unclaimed for two years after a right to such money, Common Stock or other
consideration has matured (which maturity shall occur, for the avoidance of doubt, on the Maturity
Date, the Fundamental Change Purchase Date, the Redemption Date or the date specified in Section
11.02(b), as the case may be); provided that the Trustee or such Paying Agent, before being
required to make any such payment or delivery, may at the expense of the Company cause to be mailed
to each Holder entitled to such money, Common Stock or other consideration or publish in a
newspaper of general circulation in



44









 







the City of New York notice that such money, Common Stock or
other consideration remains unclaimed and that after a date specified therein, which shall be at
least 30 days from the date of such mailing or publication, any unclaimed balance or portion of
such money, Common Stock or other consideration then remaining will be repaid or re-delivered to
the Company. After payment or delivery, as the case may be, to the Company, Holders entitled to
such money, Common Stock or other consideration must look to the Company for payment or delivery as
general creditors unless an applicable abandoned property law designates another Person.



     Section 9.04. Reinstatement. If the Trustee or any Paying Agent is unable to apply any
money, Common Stock or other consideration in accordance with Section 9.02 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no payment or delivery, as the
case may be, had occurred pursuant to Section 9.01 until such time as the Trustee or such Paying
Agent is permitted to apply all such money in accordance with Section 9.02; provided that if the
Company has made any payment of the principal amount of (including the relevant Fundamental Change
Purchase Price or Redemption Price, as applicable) or interest on, or the amount due in connection
with any conversion of, the Notes because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive any such payment or
delivery from the money, Common Stock or other consideration held by the Trustee or such Paying
Agent.



ARTICLE 10

Amendments, Supplements and Waivers




     Section 10.01. Amendments Without Consent of Holders. The Company and the Trustee may amend
or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:



     (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes
that does not adversely affect the rights of any Holder of the Notes;



     (b) to evidence a successor to the Company and the assumption by that successor of the
obligations of the Company under this Indenture in accordance with Article 6 or Section 11.08 of
this Indenture;



     (c) to secure the obligations of the Company in respect of the Notes and this Indenture;



45









 





     (d) to add to the covenants of the Company for the benefit of the Holders of the Notes or to
surrender any right or power conferred upon the Company;



     (e) to make any change to comply with the Trust Indenture Act, or any amendment thereto;



     (f) to make any change that does not adversely affect the rights of any Holder of the Notes;
and



     (g) to make any change to conform this Indenture or the Notes to the “Description of Notes”
contained in the final prospectus dated November [   ], 2007 relating to the initial offering and
sale of the Notes by the Underwriters.



     Section 10.02.
Waivers; Amendments With Consent of Holders. (a) Except as otherwise provided in
Section 7.08 or paragraph (b), the Company and the Trustee may amend this Indenture and the Notes
with the written consent of the Holders of at least a majority in principal amount of the
outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by
written notice to the Trustee may, on behalf of the Holders of such Notes waive any existing or
past default under this Indenture and its consequences, except an uncured default (i) in the
payment of the principal amount, or accrued and unpaid interest, with respect to any Note, (ii) in
the Fundamental Change Purchase Price with respect to any Note, (iii) in the payment or delivery of
the consideration due upon conversion of the Notes or (iv) in respect of any provision that under
this
Indenture cannot be modified or amended without the consent of the Holder of each outstanding
Note affected.



     (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder
affected, an amendment or waiver may not:




     (i) reduce the principal amount of, or interest payment on any Note, or reduce the
Fundamental Change Purchase Price on any Note;




     (ii) make any Note payable in any currency or securities other than that stated in
the Note;




     (iii) change the Maturity Date of any Note;




     (iv) change the ranking of the Notes;




     (v) make any change that adversely affects the right of a Holder to convert any Note;



46









 






     (vi) make any change that adversely affects the right of a Holder to require the
Company to purchase a Note upon the occurrence of a Fundamental Change;




     (vii) impair the right to convert or receive payment with respect to the Notes or the
right to institute suit for the enforcement of any payment with respect to, or conversion
of, the Notes; or




     (viii) change the provisions in this Indenture that relate to modifying or amending
the provisions of this Indenture.



     (c) It is not necessary for Noteholders to approve the particular form of any proposed
amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.



     (d) An amendment, supplement or waiver under this Section will become effective on receipt by
the Trustee of written consents from the Holders of the requisite percentage in principal amount of
the outstanding Notes. After an amendment, supplement or waiver under this Section becomes
effective, the Company will send to the Holders affected thereby a notice briefly describing the
amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon
request. Any failure of the Company to send such notice, or any defect therein, will not, however,
in any way impair or affect the validity of any such supplemental indenture or waiver.



     Section 10.03. Effect of Consent. (a) After an amendment, supplement or waiver becomes
effective, it will bind every Holder unless it is of the type requiring the consent of each Holder
affected. If the amendment, supplement or waiver is of the type requiring the consent of each
Holder affected, the amendment, supplement or waiver shall bind each Holder that has consented to
it and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting
Holder.



     (b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require
the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of
the changed terms on the Note and return it to the Holder, or exchange it for a new Note that
reflects the changed terms. The Trustee may also place an appropriate notation on any Note
thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not
affected by any failure to annotate or exchange Notes in this fashion.



     Section 10.04. Trustee’s Rights and Obligations. The Trustee is entitled to receive, and
will be fully protected in relying upon, an Opinion of Counsel stating that the execution of any
amendment, supplement or waiver authorized



47









 







pursuant to this Article is authorized or permitted by
this Indenture. If the Trustee has received such an Opinion of Counsel, it shall sign the
amendment, supplement or waiver so long as the same does not adversely affect the rights of the
Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver
that affects the Trustee’s own rights, duties or immunities under this Indenture.



     Section 10.05. Conformity With Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act.



     Section 10.06. Payments for Consents. Neither the Company nor any of its Subsidiaries or
Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way
of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent,
waive or agree to amend such term or provision within the time period set forth in the solicitation
documents relating to the consent, waiver or amendment.



ARTICLE 11

Conversion




     Section 11.01. Conversion Privilege. (a) Subject to and upon compliance with the provisions
of this Article 11, a Noteholder shall have the right, at such
Noteholder’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 Noteholder’s Notes at any time on or
prior to the Close of Business on the Business Day immediately preceding the Maturity Date at a conversion rate (the “Conversion Rate”)
equivalent to [ ] shares of Common Stock per $1,000 principal amount of Notes, subject to
adjustment as set forth in this Article 11. Upon conversion of any Notes, the Company shall
deliver to the converting Noteholder shares of Common Stock and cash
in lieu of fractional shares as described in this Article 11 (the
Company’s obligation to deliver such consideration being herein called the “Conversion
Obligation”).




48









 








     Section 11.02. Conversion Procedures; Conversion Settlement. (a) To convert a Note that is
represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion
Notice, a form of which is on the back of the Note or facsimile of the Conversion Notice, and
deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion
Agent, (3) if required, furnish appropriate endorsements and transfer documents, (4) if required,
pay all transfer or similar taxes and (5) if required, pay Cash equal to the amount of interest due
on the next Interest Payment Date for such Note. If a Noteholder holds a beneficial interest in a
Global Note, to convert such beneficial interest, such Noteholder must comply with the requirements
(4) and (5) as set forth in the immediately preceding sentence and comply with the applicable
procedures of the Depositary for converting a beneficial interest in a Global Note. The date on
which a Noteholder satisfies the requirements set forth in the first sentence of this Section
11.02(a) (in the case of a Certificated Note) or, as the case may be, the second sentence of this
Section 11.02(a) (in the case of a Global



49









 







Note or a beneficial interest therein) is referred to in
this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day
of any Conversion Date, provide notice to the Company, as set forth in Section 13.03, of the
occurrence of such Conversion Date.



     (b) The Company shall satisfy the Conversion Obligation by delivering solely shares of Common
Stock (except for any Cash in lieu of fractional shares) as soon as practicable but in any event within three Business Days of the relevant Conversion Date.



     The number of shares of Common Stock due upon conversion of Notes shall be equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B)
1,000 multiplied by (ii) the Applicable Conversion Rate in effect on the relevant
Conversion Date (provided that the Company shall deliver Cash in lieu of fractional shares
as described in Section 11.03).



     (c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a
holder of Common Stock, including, among other things, the right to vote and receive dividends and
notices of stockholder meetings, until the Close of Business on the
Conversion Date (on which date such Holder shall be deemed to be the
record holder of a number of shares of Common Stock to which such
Holder is entitled).



     (d) No payment or adjustment will be made for dividends on, or other distributions with
respect to, any Common Stock except as provided in this Article 11. Upon conversion of a Note, a
Noteholder will not receive, except as described below, any Cash payment representing accrued
interest. Instead, accrued interest will be deemed paid by the shares of Common Stock received by
the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock shall
thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount of a Note, and
(2) the Company’s obligation to pay any accrued and unpaid interest on the Note. As a result, upon
conversion of a Note, accrued and unpaid interest on such Note is deemed paid in full rather than
cancelled, extinguished or forfeited.



     (e) Notwithstanding Section 11.02(d), if Notes are converted after a
Regular Record Date but prior to
the next succeeding Interest Payment Date, Holders of such notes at the Close of Business on such
Record Date will receive the interest payable on such Notes on the corresponding Interest Payment
Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must



50









 







be
accompanied by Cash equal to the amount of interest payable on such Interest Payment Date on the
Notes so converted; provided that no such payment need be made (1) if the Company has specified a
Fundamental Change Purchase Date that is after a Regular Record Date but on or prior to the next succeeding
Interest Payment Date, (2) with respect to any notes converted
after the Regular Record Date immediately preceding the Maturity Date, (3) if the Company has specified a Redemption Date that is after a
Regular Record Date but on or prior to the next succeeding Interest Payment Date or (4) to the extent of
any Defaulted Interest that exists at the time of conversion with respect to such Note.



     (f) If a Noteholder converts more than one Note at the same time, the number of shares of
Common Stock and the amount of Cash in lieu of fractional shares due upon conversion shall be
determined based on the total principal amount of the Notes converted.



     (g) Upon surrender of a Note that is converted in part, 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 unconverted portion of the Note surrendered.



     Section 11.03. Fractional Shares. The Company will not issue a fractional share of Common
Stock upon conversion of a Note. Instead, the Company shall pay Cash in lieu of fractional shares
based on the Last Reported Sale Price of Common Stock on the Trading Day prior to the applicable
Conversion Date.



     Section 11.04. Taxes on Conversion. If a Holder converts a Note, the Company shall pay any
documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock
upon the conversion. However, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder’s name. The Conversion Agent may
refuse to deliver the certificates representing Common Stock being issued in a name other than the
Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax which will be due
because Common Stock is to be delivered in a name other than the Holder’s name.



     Section 11.05. Company to Provide Common Stock. The Company shall, from time to time as may
be necessary, reserve out of its authorized but unissued shares of Common Stock a sufficient number
of shares of Common Stock to permit the delivery in respect of all outstanding Notes of the number
of shares of Common Stock due upon conversion.



     Any shares of Common Stock delivered upon conversion of the Notes shall be newly issued shares
or treasury shares, shall be duly and validly issued



51









 







and fully paid and nonassessable and shall be
free from preemptive rights and free of any lien or adverse claim.



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



     In addition, if any shares of Common Stock that would be issuable upon conversion of Notes
hereunder require registration with or approval of any governmental authority before such shares of
Common Stock may be issued upon such conversion, the Company will cause such shares of Common Stock
to be duly registered or approved, as the case may be.



     Section 11.06 Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time
to time by the Company if any of the following events occurs.



     (a) If the Company, at any time or from time to time while any of the Notes are outstanding,
exclusively issues shares of Common Stock as a dividend or distribution on shares of Common Stock,
or if the Company effects a share split or share combination, then the Conversion Rate will be
adjusted based on the following formula:









where



	 	 	 	 	 	 	 
	 

	 	CR0
	 	=
	 	the Conversion Rate in effect immediately prior to the record date of
such dividend or distribution, or the effective date of such share split or share
combination, as applicable;
	 
	 	 	 	 	 	 
	 

	 	CR1
	 	=
	 	the Conversion Rate in effect immediately after the record date of such
dividend or distribution or such share split or share combination, as applicable;
	 
	 	 	 	 	 	 
	 

	 	OS0
	 	=
	 	the number of shares of Common Stock outstanding immediately prior to
such record date or effective date; and
	 
	 	 	 	 	 	 
	 

	 	OS1
	 	=
	 	the number of shares of Common Stock that would be outstanding
immediately after, and solely as a result of, such dividend, distribution, share
split or share combination.






52









 





If any dividend or distribution of the type described in this Section 11.06(a) is declared but not
so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would
then be in effect if such dividend or distribution had not been declared.




     (b) If the Company, at any time or from time to time while any of the Notes are outstanding,
issues to all or substantially all holders of Common Stock any rights or warrants entitling them
for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock,
at a price per share less than the average of the Last Reported Sale Prices of Common Stock for the
10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of
announcement of such issuance, the Conversion Rate shall be adjusted based on the following
formula:









where



	 	 	 	 	 	 	 
	 

	 	CR0
	 	=
	 	the Conversion Rate in effect immediately prior to the record date for
such issuance;
	 
	 	 	 	 	 	 
	 

	 	CR1
	 	=
	 	the Conversion Rate in effect immediately after the record date for such
issuance;
	 
	 	 	 	 	 	 
	 

	 	OS0
	 	=
	 	the number of shares of Common Stock outstanding immediately prior to
such record date;
	 
	 	 	 	 	 	 
	 

	 	X
	 	=
	 	the total number of shares of Common Stock issuable pursuant to such
rights or warrants; and
	 
	 	 	 	 	 	 
	 

	 	Y
	 	=
	 	the number of shares of 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 Day period ending on the
Trading Day immediately preceding the date of announcement of the issuance of such
rights or warrants.






     To the extent such rights or warrants are not exercised prior to their expiration or
termination, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in
effect had the adjustments made upon the issuance of such rights or warrants been made on the basis
of the delivery of only the number of shares of Common Stock actually delivered. If such rights or
warrants are not so issued, the Conversion Rate shall again be adjusted to be the



53









 








Conversion Rate
which would then be in effect if the record date for such rights or warrants had not been fixed.
In determining whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than the average of the Last Reported Sale Prices of Common Stock
for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date
of announcement of such issuance, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received for such rights or
warrants and the value of such consideration, if other than cash, as shall be determined in good
faith by the Board of Directors.



     (c) If the Company, at any time or from time to time while the Notes are outstanding,
distributes shares of any class of Capital Stock of the Company, evidences of indebtedness or other
assets or property of the Company to all or substantially all holders of Common Stock, excluding:




     (i) dividends or distributions as to which Section 11.06(a) applies;




     (ii) rights or warrants as to which Section 11.06(b) applies;




     (iii) dividends or distributions paid exclusively in cash; and




     (iv) Spin-Offs (as defined below) to which the provisions set forth below in this
clause 11.06(c) shall apply;



     then the Conversion Rate will be adjusted based on the following formula:









where



	 	 	 	 	 	 	 
	 

	 	CR0
	 	=
	 	the Conversion Rate in effect immediately prior to the record date for
such distribution;
	 
	 	 	 	 	 	 
	 

	 	CR1
	 	=
	 	the Conversion Rate in effect immediately after the record date for such
distribution;
	 
	 	 	 	 	 	 
	 

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






54









 







	 	 	 	 	 	 	 
	 

	 	FMV
	 	=
	 	the Fair Market Value (as determined by the Board of Directors) of the
shares of Capital Stock, evidences of indebtedness, assets, property, rights or
warrants distributed with respect to each outstanding share of Common Stock on the
Ex-Dividend Date for such distribution.






     If the Board of Directors determines the Fair Market Value of any distribution for purposes of
this Section 11.06(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
average of the Last Reported Sale Prices of Common Stock.



     With respect to an adjustment pursuant to this Section 11.06(c) where there has been a payment
of a dividend or other distribution on Common Stock of shares of Capital Stock of any class or
series, or similar equity interest, of or relating to a Subsidiary of the Company or other business
unit (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:








     where



	 	 	 	 	 	 	 
	 

	 	CR0
	 	=
	 	the Conversion Rate in effect immediately prior to the end of the
Valuation Period (as defined below);
	 
	 	 	 	 	 	 
	 

	 	CR1

	 	=
	 	the Conversion Rate in effect
immediately after the end of the Valuation Period;
	 
	 	 	 	 	 	 
	 

	 	FMV0
	 	=
	 	the average of the Last Reported Sale Prices of the Capital Stock or
similar equity interest distributed to holders of Common Stock applicable to one
share of Common Stock over the first ten consecutive Trading Day period after, and
including, the effective date of the Spin-Off (the “Valuation Period”); and
	 
	 	 	 	 	 	 
	 

	 	MP0
	 	=
	 	the average of the Last Reported Sale Prices of Common Stock over the
Valuation Period.






     The adjustment to the Conversion Rate under the preceding paragraph will occur on the last day
of the Valuation Period; provided that in respect of any conversion during the Valuation Period,
references within this Section 11.06(c) 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 in determining the applicable Conversion Rate.



55









 





     (d) If any cash dividend or other distribution is made to all or substantially all holders of
Common Stock, the Conversion Rate shall be adjusted based on the following formula:









where



	 	 	 	 	 	 	 
	 

	 	CR0
	 	=
	 	the Conversion Rate in effect immediately prior to the record date for
such dividend or distribution;
	 
	 	 	 	 	 	 
	 

	 	CR1
	 	=
	 	the Conversion Rate in effect immediately after the record date for such
dividend or distribution;
	 
	 	 	 	 	 	 
	 

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

	 	C =
	 	 	 	the amount in cash per share the Company distributes to holders of Common
Stock.






     (e) If the Company or any Subsidiary of the Company makes a payment in respect of a tender
offer or exchange offer for Common Stock, to the extent that the cash and value of any other
consideration included in the payment per share of Common Stock exceeds the Last Reported Sale
Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders
or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be
increased based on the following formula:








where



	 	 	 	 	 	 	 
	 

	 	CR0
	 	=
	 	the Conversion Rate in effect immediately prior to the effective date of
the adjustment;
	 
	 	 	 	 	 	 
	 

	 	CR1
	 	=
	 	the Conversion Rate in effect on the effective date of the
adjustment;
	 
	 	 	 	 	 	 
	 

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






56









 






	 	 	 	 	 	 	 
	 

	 	SP1
	 	=
	 	the average of the Last Reported Sale Prices of Common Stock over the 10
consecutive Trading Day period commencing on, and including, the Trading Day next
succeeding the date such tender or exchange offer expires;
	 
	 	 	 	 	 	 
	 

	 	OS1
	 	=
	 	the number of shares of Common Stock outstanding immediately after the
date such tender or exchange offer expires (after giving effect to such tender or
exchange offer); and
	 
	 	 	 	 	 	 
	 

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





The adjustment to the Conversion Rate under this Section 11.06(e) shall occur at the Close of
Business on the tenth Trading Day from, and including, the Trading Day next succeeding the date
such tender or exchange offer expires; provided that in respect of any conversion within the 10
Trading Days immediately following, and including, the date the tender or exchange offer expires,
references within this Section 11.06(e) to “10 Trading Days” shall be deemed replaced with such
lesser
number of Trading Days as have elapsed between the expiration date of such tender or exchange offer
and the Conversion Date in determining the applicable Conversion Rate.




     If the Company is obligated to purchase shares pursuant to any such tender or exchange offer,
but the Company is permanently prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such tender or exchange had not been made.



     (f) All required calculations will be made to the nearest cent or 1/10,000th of a share of
Common Stock, as the case may be.



     (g) For purposes of this Section 11.06, “record date” shall mean, with respect to any
dividend, distribution or other transaction or event in which the holders of Common Stock have the
right to receive any cash, securities or other property or in which 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).



     (h) The Company from time to time may, in its sole discretion, increase the Conversion Rate by
any amount for a period of at least 20 Business Days if the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company, which determination
shall be conclusive.



57









 







Whenever the Conversion Rate is increased pursuant to this Section 11.06(h),
the Company shall mail to Holders of record of the Notes a notice of the increase at least 15
calendar days prior to the date the increased Conversion Rate takes effect, and such notice shall
state the increased Conversion Rate and the period during which it will be in effect.



     (i) The Company may (but is not required to) make such increases in the Conversion Rate, in
addition to any adjustments required by Section 11.06(a), 11.06(b), 11.06(c), 11.06(d), 11.06(e) or
11.06(h), as the Board of Directors considers to be advisable to avoid or diminish income tax to
holders of Common Stock or rights to purchase shares of Common Stock in connection with any
dividend or distribution of shares (or rights to acquire shares) or from any event treated as such
for income tax purposes.



     (j) All calculations under this Section 11.06 shall be made by the Company. No adjustment
shall be made for the Company’s issuance of Common Stock or securities convertible into or
exchangeable for shares of Common Stock
or rights to purchase Common Stock or convertible or exchangeable securities, other than as
provided in this Section 11.06.



     (k) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly
file with the Trustee and any Conversion Agent an Officers’ Certificate setting forth the
Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring
such adjustment. Unless and until the Trustee has received such Officers’ Certificate, the Trustee
shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume
without inquiry that the last Conversion Rate 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 Conversion Rate setting forth the adjusted Conversion Rate and the date on which each
adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate
to each Noteholder at such Holder’s last address appearing on the list of Noteholders provided for
in Section 2.06, within 20 days after execution of the related Officers’ Certificate. Failure to
deliver such notice shall not affect the legality or validity of any such adjustment.



     (l) For purposes of this Section 11.06, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company so long as the Company
does not pay any dividend or make any distribution on shares of Common Stock 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.



58









 





     (m) No adjustment to the Conversion Rate shall be made pursuant to this Section 11.06 if the
Holders of the Notes may participate without conversion of their Notes in the transaction that
would otherwise give rise to an adjustment pursuant to this Section 11.06 at the same time as
holders of Common Stock and on the same terms as holders of Common Stock as if the Holders of the
Notes held a number of shares of Common Stock equal to the Conversion Rate multiplied by the
principal amount (expressed in thousands) of the Notes held by the Holders.



     (n) Notwithstanding the foregoing, if the application of the foregoing formulas would result
in a decrease in the Conversion Rate (other than as a result of a share split or share
combination), no adjustment to the Conversion Rate shall be made.



     (o) Notwithstanding anything to the contrary in this Article 11, no adjustment to the
Conversion Rate shall be made:




     (i) upon the issuance of any shares of 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 Common Stock
under any plan;




     (ii) upon the issuance of any shares of Common Stock or options or 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 Subsidiary;




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




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




     (v) for accrued and unpaid interest.



     Section 11.07. Adjustments of Average Prices. Whenever a provision of this Indenture
requires the calculation of an average of Last Reported Sale Prices over a span of multiple days,
the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate
that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes
effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date
of the event occurs, at any time during the period from which the average is to be calculated.



59









 





     Section 11.08. Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale.
If any of the following events occur:




     (i) any recapitalization, reclassification or change of shares of Common Stock
issuable upon conversion of the Notes (other than a change as a result of a subdivision or
combination);




     (ii) any consolidation, merger or combination to which the Company is a party other
than a merger in which the Company is the continuing corporation and which does not result
in any recapitalization, reclassification of, or change (other than in par value, or from
par value to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in outstanding shares of Common Stock or any statutory share
exchange; or




     (iii) any sale, lease or other transfer of all or substantially all of the
consolidated properties and assets of the Company and its Subsidiaries to any other Person
or any statutory share exchange;


in each case of clauses (i) – (iii) as a result of which holders of Common Stock shall be entitled
to receive stock, other securities or other property or assets (including cash or any combination
of the foregoing) with respect to or in exchange for such Common Stock, then at the effective time
of such transaction, the Company or the successor or purchasing person, as the case may be, shall
execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act
as in force at the date of execution of such supplemental indenture) providing that each $1,000
principal amount of Notes shall be convertible into the kind and amount of shares of stock, other
securities or other property or assets (including cash or any combination thereof) receivable upon
such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease,
transfer or exchange by a holder of a number of shares of Common Stock equal to the Conversion Rate
immediately prior to such recapitalization, reclassification, change, consolidation, merger,
combination, sale, lease, transfer or exchange (the “Reference Property”). If the transaction
causes Common Stock to be converted into the right to receive more than a single type of
consideration (determined based in part upon any from of stockholder election), the Reference
Property into which the Notes will be convertible shall be deemed to be the weighted average of the
types and amounts of consideration actually received by the holders of Common Stock. The Company
shall not become a party to any such transaction unless its terms are consistent with this Section
11.08. Such supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article 11. If, in the
case of any such recapitalization, reclassification, change, consolidation, merger, combination,
sale, lease, transfer or exchange, the


60









 






Reference Property receivable thereupon by a holder of
Common Stock includes shares of stock, other securities or other property or assets (including cash
or any combination thereof) of a corporation other than the successor or purchasing corporation, as
the case may be, in such reclassification, change, consolidation, merger, combination, sale, lease,
transfer or exchange, then such supplemental indenture shall also be executed by such other
corporation and shall contain such additional provisions to protect the interests of the Holders of
the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing.




     The Company shall cause notice of the execution of such supplemental indenture to be mailed to
each Holder, at the address of such Holder as it appears on the register of the Notes maintained by
the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture. The above provisions of this
Section
shall similarly apply to successive reclassifications, changes, consolidations, mergers,
combinations, sales and conveyances. If this Section 11.08 applies to any event or occurrence,
Section 11.06 shall not apply.



     Section 11.09. Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change. (a) If,
after the date hereof, a Fundamental Change described in clause (1) or (2) of the definition
thereof (determined after giving effect to any exceptions or exclusions to such definition, other
than the proviso in clause (2) of the definition thereof, and excluding a Fundamental Change that
would not result in a purchase right as a result of the paragraph immediately following the
definition of Fundamental Change, a “Make-Whole Fundamental Change”) occurs and a Holder elects to
convert its Notes in connection with such Make-Whole Fundamental Change, the Company will, under
certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for
conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described
in this Section 11.09. A conversion of Notes will be deemed for these purposes to be “in
connection with” a Make-Whole Fundamental Change if the notice of conversion of the Notes is
received by the Conversion Agent from, and including, the Effective Date of the Make-Whole
Fundamental Change up to, and including, the Business Day immediately prior to the related
Fundamental Change Repurchase Date (or, in the case of an event that would have been a Fundamental
Change but for the proviso in clause (2) of the definition thereof, the 35th Trading Day
immediately following the Effective Date of such Make-Whole Fundamental Change).



     On or before the 5th day after the occurrence of a Make-Whole Fundamental Change that does not
also constitute a Fundamental Change, the Company will mail to the Trustee and to all Holders at
their addresses shown in



61









 







the Register of the Registrar, and to beneficial owners as required by
applicable law, notice indicating that a Make-Whole Fundamental Change has occurred.



     (b) The number of Additional Shares will be determined by reference to the table below and is
based on the date which such Make-Whole Fundamental Change transaction becomes effective (the
“Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in the
Make-Whole Fundamental Change, which shall be deemed to be: (i) in the case of a Make-Whole
Fundamental Change described in clause (2) of the definition of Fundamental Change in which holders
of Common Stock receive only Cash, the per share price paid to Holders of Common Stock in such
transaction, or (ii) in the case of any other Make-Whole Fundamental Change, the average of the
Last Reported Sale Prices per share of Common Stock over the five Trading-Day period ending on the
Trading Day immediately preceding the Effective Date.



     (c) The Stock Prices set forth in the first column of the table below will be adjusted as of
any date on which the Applicable Conversion Rate is adjusted. The adjusted Stock Prices will equal
the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of
which is the Applicable Conversion Rate immediately prior to the adjustment giving rise to the
Stock Price adjustment, and the denominator of which is the Applicable Conversion Rate as so
adjusted. In addition, the number of Additional Shares will be subject to adjustment in the same
manner as the Applicable Conversion Rate as set forth in Section 11.06.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Stock Price
	Effective Date	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 
	 
	November [   ], 2007
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	December 1, 2008
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	December 1, 2009
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	December 1, 2010
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	December 1, 2011
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	December 1, 2012
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	December 1, 2013
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	December 1, 2014
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





     (d) If the exact Stock Price and Effective Date is not set forth in the table, then (i) if the
Stock Price is between two Stock Prices in the table above or the Effective Date is between two
Effective Dates in the table above, the Additional Shares issued upon conversion of the Notes will
be determined by a straight-line interpolation between the number of Additional Shares set forth
for the higher and lower Stock Prices and/or the earlier and later Effective Dates in the table, as
applicable, based on a 365-day year, (ii) if the Stock Price is in excess of $[   ] per share
of Common Stock (subject to adjustment as set forth in Section 11.09(c)), no Additional Shares will
be issued upon conversion of the



62









 







Notes; and (iii) if the Stock Price is less than $[•] per
share of Common Stock (subject to adjustment as set forth in Section 11.09(c)), no Additional
Shares will be issued upon conversion of the Notes.



     (e) Notwithstanding anything in this Article 11 to the contrary, the Applicable Conversion
Rate shall not exceed [   ] per $1,000 principal amount of Notes, other than on account of
adjustments to the Conversion Rate in the manner set forth in Section 11.06.



     Section 11.10. Right of Holders to Convert. Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right to convert its Note in accordance with this
Article 11 and to bring an action for the enforcement of any such right to convert, and such rights
shall not be impaired or affected without the consent of such Holder.



     Section 11.11. Trustee’s Adjustment Disclaimer. The Trustee has no duty to determine when
an adjustment under this Article 11 should be made, how it should be made or what it should be. The
Trustee has no duty to determine whether a supplemental indenture under Section 11.08 need be
entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall
not be accountable for and makes no representation as to the validity or value of any securities or
assets issued upon conversion of Notes. The Trustee shall not be responsible for the Company’s
failure to comply with this Article 11. Each Conversion Agent shall have the same protection under
this Section 11.11 as the Trustee.



     Section 11.12. Rights Issued in Respect of Common Stock Issued Upon Conversion. (a) Each
share of Common Stock issued upon conversion of Notes pursuant to this Article 11 shall be entitled
to receive the appropriate number of rights (“Rights”), if any, and the certificates representing
Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be
provided by the terms of any future rights plan (i.e., a poison pill) adopted by the Company, as
the same may be amended form time to time, is in effect, (in each case, a “Shareholders Rights
Plan”). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock
received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless
prior to any conversion, the Rights have separated from Common Stock, in which case the Applicable
Conversion Rate will be adjusted at the time of separation as if the Company distributed to all
holders of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights
to purchase securities of the Company as described in Section 11.06(c), subject to readjustment in
the event of the expiration, termination or redemption of such rights. Any distribution of Rights
pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in
addition to shares of Common Stock, the Rights



63









 







described therein (unless such Rights have separated
from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to
an adjustment to the Conversion Rate.



     (b) Rights or warrants distributed by the Company to all holders of Common Stock entitling
them to subscribe for or purchase shares of the Company’s capital stock (either initially or under
certain circumstances), which rights or warrants, until the occurrence of a specified event or
events (a “Trigger Event”): (1) are deemed to be transferred with such shares of Common Stock; (2)
are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall
be deemed not to have been distributed for purposes of Section 11.06(b) or Section 11.06(c) as
applicable, (and no adjustment to the Conversion Rate under Section 11.06(b) or Section 11.06(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
to the Conversion Rate shall be made under Section 11.06(b) or Section 11.06(c). If any such
right or warrant, including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights or warrants become
exercisable to purchase different securities, evidences of indebtedness or other assets, then the
date of the occurrence of any and each such event shall be deemed to be the date of distribution
and record date with respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the holders thereof). In
addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any
Trigger Event or other event (of the type described in the preceding sentence) with respect thereto
that was counted for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under Section 11.06(b) or Section 11.06(c) was made, (1) in the case of any such
rights or warrants which shall all have been redeemed or purchased without exercise by any Holders
thereof, the Conversion Rate shall be readjusted upon such final purchase 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 purchase price received by a holder of Common Stock with respect to
such rights or warrants (assuming such holder had retained such rights or warrants), made to all
applicable holders of Common Stock as of the date of such redemption or purchase, and (2) in the
case of such rights or warrants which shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not
been issued.



64









 





ARTICLE 12

Payment of Interest




     Section 12.01. Interest Payments. Interest on any Note that is payable, and is punctually
paid or duly provided for, on any applicable Interest Payment Date shall be paid to the Person in
whose name that Note is registered at the Close of Business on the Regular Record Date for such
interest at the office or agency of the Company maintained for such purpose. Each installment of
interest payable in Cash on any Note shall be paid in same-day funds by transfer to an account
maintained by the payee located inside the United States, if the Trustee shall have received proper
wire transfer instructions from such payee not later than the related Regular Record Date or, if no
such instructions have been received by check drawn on a bank in the United States mailed to the
payee at its address set forth on the Registrar’s books. In the case of a Global Note, interest
payable on any applicable payment date will be paid by wire transfer of same-day funds to the
Depositary for the purpose of permitting such party to credit the interest received by it in
respect of such Global Note to the accounts of the beneficial owners thereof.



     Section 12.02. Defaulted Interest. Any interest on any Note that is payable, but is not
punctually paid or duly provided for, within 30 days following any applicable payment date (herein
called “Defaulted Interest”, which term shall include any accrued and unpaid interest that has
accrued on such defaulted amount in accordance with paragraph 1 of the Notes), shall forthwith
cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue
of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (a) or (b) below.



     (a) The Company may elect to make payment of any Defaulted Interest to the persons in whose
names the Notes are registered at the Close of Business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the
date of the proposed payment (which shall not be less than 20 days after such notice is received by
the Trustee), and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall be not more than 20 days
and not less than 15 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment (the “Special Record Date”). The
Trustee shall promptly



65









 







notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Notes
at his address as it appears on the list of Noteholders maintained pursuant to Section 2.05 not
less than 25 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the persons in whose names the Notes are registered at the
Close of Business on such Special Record Date and shall no longer be payable pursuant to the
following clause (b).



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



     Section 12.03. Interest Rights Preserved. Subject to the foregoing provisions of this
Article 12 and Section 2.06, each Note delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Notes.



ARTICLE 13

Miscellaneous




     Section 13.01. Trust Indenture Act of 1939. This Indenture shall incorporate and be
governed by the provisions of the Trust Indenture Act that are required to be part of and to govern
indentures qualified under the Trust Indenture Act.



     Section 13.02. Noteholder Communications; Noteholder Actions. (a) The rights of Holders to
communicate with other Holders with respect to this Indenture or the Notes are as provided by the
Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust
Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.



     (b) (i) Any request, demand, authorization, direction, notice, consent to amendment,
supplement or waiver or other action provided by this Indenture to be given or taken by a Holder
(an “act”) may be evidenced by an instrument signed



66









 







by the Holder delivered to the Trustee. The
fact and date of the execution of the instrument, or the authority of the person executing it, may
be proved in any manner that the Trustee deems sufficient.



     (ii) The Trustee may make reasonable rules for action by or at a meeting of Holders,
which will be binding on all the Holders.



     (c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note
that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears
on the Note. Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the
Trustee receives the notice of revocation before the date the amendment or waiver or other
consequence of the act becomes effective.



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



     Section 13.03. Notices. (a) Any notice or communication to the Company will be deemed given
if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first
class mail, or (iii) when sent by facsimile transmission, with transmission confirmed. Any notice
to the Trustee will be effective only upon receipt. In each case the notice or communication
should be addressed as follows:



     if to the Company:


Wright Medical Group, Inc.

5677 Airline Road

Arlington, Tennessee 38002

Attention: Corporate Secretary

Tel: (901) 867-9971

Fax: (901) 867-9534




67









 








     with a copy to:


Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention: Cristopher Greer, Esq.

Tel: (212) 728-8000

Fax: (212) 728-8111




     if to the Trustee:


The
Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Trust Administration

Fax: (212) 815-5704




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



     (b) Except as otherwise expressly provided with respect to published notices, any notice or
communication to a Holder will be deemed given when mailed to the Holder at its address as it
appears on the Register by first class mail or, as to any Global Note registered in the name of the
Depository or its nominee, as agreed by the Company, the Trustee and the Depository. Copies of any
notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the
same time. Any defect in mailing a notice or communication to any particular Holder will not
affect its sufficiency with respect to other Holders.



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



     Section 13.04. Communication by Holders with Other Holders. Noteholders may communicate
pursuant to Section 312(b) of the Trust Indenture Act with other Noteholders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the Registrar, the Paying
Agent, the Conversion Agent and anyone else shall have the protection of Section 312(c) of the
Trust Indenture Act.




68












 





     Section 13.05. Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company will
furnish to the Trustee:




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




     (2) an Opinion of Counsel stating that all such conditions precedent have been
complied with.



     Notwithstanding the foregoing, no such Opinion of Counsel shall be required with respect to
the authentication and delivery of any Initial Notes or Additional Notes.



     Section 13.06. Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture must
include:




     (1) a statement that each person signing the certificate or opinion has read the
covenant or condition and the related definitions;




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




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




     (4) a statement as to whether or not, in the opinion of each such person, such
condition or covenant has been complied with, provided that an Opinion of Counsel may rely
on an Officers’ Certificate or certificates of public officials with respect to matters of
fact.



     Section 13.07. Legal Holiday. A “Legal Holiday” is any day other than a Business Day. If any
specified date (including a date for giving notice) is a Legal Holiday, the action shall be taken
on the next succeeding day that is not a Legal Holiday, and, if the action to be taken on such date
is a payment in respect of the Notes, interest shall accrue for the intervening period.



     Section 13.08. Rules by Trustee, Paying Agent, Conversion Agent and Registrar. The Trustee
may make reasonable rules for action by or a meeting of



69









 







Noteholders. The Registrar, Conversion
Agent and the Paying Agent may make reasonable rules for their functions.



     Section 13.09.
Governing Law; Waiver of Jury Trial. THIS INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS
THEREOF). EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.



     Section 13.10. No Adverse Interpretation of Other Agreements. This Indenture may not be used
to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the
Company, and no such indenture or loan or debt agreement may be used to interpret this Indenture.



     Section 13.11. Successors. All agreements of the Company in this Indenture and the Notes
will bind its successors. All agreements of the Trustee in this Indenture will bind its successor.



     Section 13.12. Counterparts. The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.



     Section 13.13. Severability. In case any provision in this Indenture or in the Notes is
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.



     Section 13.14. Table of Contents and Headings. The Table of Contents, Cross-Reference Table
and headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and in no way modify or restrict
any of the terms and provisions of this Indenture.



     Section 13.15. No Liability of Directors, Officers, Employees, Incorporators, Members and
Stockholders. No director, officer, employee, incorporator, member or stockholder of the Company,
as such, will have any liability for any obligations of the Company under the Notes or this
Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder
of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes.





     Section 13.16.
Force Majeure. In
no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in
the banking industry to resume performance as soon as practicable
under the circumstances.





70









 





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



	 	 	 	 	 
	 	 	WRIGHT MEDICAL GROUP, INC., as Issuer
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK,
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:







 









 











EXHIBIT A




[FACE OF NOTE] 




Wright Medical Group, Inc.




[    ]% Convertible Senior Note 2014




CUSIP [            ]




ISIN [            ]




     Wright Medical Group, Inc., a Delaware corporation (the “Company,” which term includes any
successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede
& Co. or its registered assigns, the principal sum [of ] [set forth on Schedule I
hereto]* on December 1, 2014.



     Initial Interest Rate: [    ]% per annum.



     Interest Payment Dates: June 1 and December 1, commencing June 1, 2008.



     Regular Record Dates: May 15 and November 15.



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





 




			
	*	 	This schedule should be included only if the Note is a
Global Note.




A-1









 










     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officer.



	 	 	 	 	 
	Date: November [    ], 2007	 	WRIGHT MEDICAL GROUP, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






A-2









 






(Form of Trustee’s Certificate of Authentication)




     This is one of the [    ]% Convertible Senior Notes due 2014 described in the
Indenture referred to in this Note.



	 	 	 	 	 
	     Date: November
[    ], 2007	 	THE BANK OF NEW YORK,
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






A-3









 






[REVERSE SIDE OF NOTE]




Wright Medical Group, Inc.



[    ]% Convertible Senior Note due 2014




1. Principal and Interest.




     The Company promises to pay the principal of this Note on December 1, 2014.



     The Company promises to pay interest on the principal amount of this Note on each Interest
Payment Date, as set forth on the face of this Note, at the rate of [    ]% per annum.



     Interest will be payable semiannually (to the holders of record of the Notes at the Close of
Business on the May 15 or November 15 immediately preceding the interest payment date) on each
interest payment date, commencing June 1, 2008.



     Interest on this Note will accrue from the most recent date to which interest has been paid or
provided for on this Note or the Note surrendered in exchange for this Note or, if no interest has
been paid, from November [    ], 2007, through the day before each Interest Payment Date. Interest
will be computed in the basis of a 360-day year of twelve 30-day months.



     The Company will pay interest on overdue principal, premium, if any, and, to the extent
lawful, interest at a rate per annum that is 1% in excess of [    ]%. Defaulted Interest shall be
paid to the Persons that are Holders on a Special Record Date, which will established as set forth
in the Indenture referred to below.



2. Method of Payment.




     Subject to the terms and conditions of the Indenture, the Company shall pay interest on this
Note to the person who is the Holder of this Note at the Close of Business on the Regular Record
Date next preceding the related Interest Payment Date. The Company will pay any Cash amounts in
money of the United States that at the time of payment is legal tender for payment of public and
private debts.



3. Paying Agent, Conversion Agent and Registrar.




     Initially, the Trustee will act as Paying Agent, Conversion Agent and Registrar. The Company
may appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar without
notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar. The Company may
maintain deposit accounts and conduct other banking transactions with the Trustee in the normal
course of business.



A-4









 





4. Indenture.




     This
is one of the Notes issued under an Indenture dated as of November
[    ], 2007 (as
amended from time to time, the “Indenture”), between the Company and The Bank of New York, as
Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise
indicated. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and
Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such
terms. To the extent permitted by applicable law, in the event of any inconsistency between the
terms of this Note and the terms of the Indenture, the terms of the Indenture will control. The
Notes are general unsecured obligations of the Company.



5. Repurchase at the Option of the Holders upon Fundamental Change.




     Upon the occurrence of a Fundamental Change, a 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) on the Fundamental Change Purchase Date
at a price equal to the Fundamental Change Purchase Price.



6. Redemption.



     At any time on or after, but not prior to, December 6, 2011 the Notes will be redeemable at
the option of the Company in whole or in part, on not less than thirty (30) days and not more than
sixty (60) days prior notice at a Redemption Price equal to one hundred percent (100%) of the
outstanding principal amount of such Note to be redeemed, plus accrued and unpaid interest, if any,
to, but excluding, the Redemption Date, if the Last Reported Sale Price of Common Stock has
exceeded 140% of the Conversion Price for at least twenty (20) Trading Days in any consecutive
thirty (30) Trading Day period ending on the Trading Day prior to the date of mailing of the
relevant notice of redemption.



7. Conversion.




     Subject to the provisions of the Indenture, the Holder hereof has the right prior to the close
of business on the Business Day immediately preceding the Maturity Date, to convert this Note or
portion thereof that is $1,000 or an integral multiple thereof, into Common Stock at a Conversion
Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.



8. Defaults and Remedies.




     Subject to certain exceptions, if an Event of Default, other than a Bankruptcy Default, occurs
and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate of
the outstanding principal amount of the Notes, by written notice to the Company (and to the Trustee
if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall,
declare the principal of and accrued interest on the Notes to be immediately



A-5









 







due and payable. Upon
a declaration of acceleration, such principal and interest will become
immediately due and payable. If a Bankruptcy Default occurs, the principal of and accrued
interest on the Notes then outstanding will become immediately due and payable automatically
without any declaration or other act on the part of the Trustee or any Holder.



9. Amendment and Waiver.




     Subject to certain exceptions set forth in the Indenture, the Indenture and the Notes may be
amended, or default may be waived, with the consent of the Holders of a majority in principal
amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and
the Trustee may amend or supplement the Indenture or this Note to, among other things, cure any
ambiguity, omission, defect or inconsistency in the Indenture or this Note that does not adversely
affect the rights of any Holder of the Notes.



10. Registered Form; Denominations; Transfer; Exchange.




     The Notes are in registered form without coupons in denominations of $1,000 principal amount
and integral multiples of $1,000. A Holder may register the transfer or exchange of Notes in
accordance with the Indenture. The Trustee may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees as set forth in the Indenture.
Pursuant to the Indenture, there are certain periods during which the Trustee will not be required
to issue, register the transfer of or exchange any Note or certain portions of a Note.



11. Persons Deemed Owners.




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



12. Unclaimed Money or Notes.




     The Trustee and each Paying Agent shall pay or deliver, as the case may be, to the Company
upon request any money, Common Stock or other consideration held by them for the payment of the
principal amount of (including the relevant Fundamental Change Purchase Price) and interest on, or
the amount due in connection with any conversion of, this Note that remains unclaimed for two years
after a right to such money, Common Stock or other consideration has matured.



13. Trustee Dealings with the Company.




     The Trustee, in its individual or any other capacity, may become the owner or pledgee of this
Note and may otherwise deal with the Company or its Affiliates with the same rights it would have
if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Trust Indenture Act Sections 310(b) and 311.



A-6









 





14. No Recourse Against Others.




     No director, officer, employee, incorporator, member or stockholder of the Company, as such,
will have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of
this Note by accepting this Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of this Note.



15. Authentication.




     This Note shall not be valid until an authorized officer of the Trustee signs manually or by
facsimile the Trustee’s Certificate of Authentication on the other side of this Note.



16. Governing Law.




     THE INDENTURE AND THE NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK (WITHOUT REGARD TO
THE CONFLICTS OF LAWS PROVISIONS THEREOF).



17. Abbreviations.




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



     The Company will furnish a copy of the Indenture to any Holder upon written request and
without charge.



A-7









 





[FORM OF TRANSFER NOTICE]




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


Insert Taxpayer Identification No.



 




 



 




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




 




the within Note and all rights thereunder, hereby irrevocably constituting and appointing



 




 



attorney to transfer said Note on the books of the Company with full power of substitution in the
premises.




	 	 	 
	 

	 	Your Signature:
	 
	 	 
	Date:
	 	 
	 

	 	 
	 
	 	 
	 

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








 




			
	*	 	Signature guaranteed by:





	 	 	 	 	 
	By:

	 	 
	 	 








 




			
	*	 	The signature must be guaranteed by an institution
which is a member of one of the following recognized signature guaranty
programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii)
the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the
Trustee.




A-8









 










CONVERSION NOTICE




     To convert this Note, check the box: o



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



     If you want the Cash paid to another person or the stock certificate, if any, made out in
another person’s name, fill in the form below:



 




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




 





 




 





 




 




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




and irrevocably appoint




 




 




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




	 	 	 
	 

	 	Your Signature:
	 
	Date:

	 	 

	 
	 	 
	 

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








 




			
	*	 	Signature guaranteed by:



	 	 	 	 	 
	By:

	 	 
	 	 







 




			
	*	 	The signature must be guaranteed by an institution
which is a member of one of the following recognized signature guaranty
programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii)
the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the
Trustee.




A-9









 










FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE




[date]




The Bank of New York

101 Barclay Street

New York, New York 10286



Attention: [Corporate Trust Administration]





			
	Re:	 	Wright Medical Group, Inc (the “Company”)

[ ] % Convertible Senior Notes Due             , 2014





     This is a Fundamental Change Purchase Notice as defined in Section 3.01(a) of the Indenture
dated as of November [ ], 2007 (the
“Indenture”) between the Company and The Bank of New
York, as Trustee. Terms
used but not defined herein shall have the meanings ascribed to them in the Indenture.



Certificate No(s). of Notes:                                                             

(if certificated)




     The undersigned intends to deliver the following aggregate
principal amount of Notes for purchase by the Company pursuant to
Section 3.01 of the Indenture (in multiples of $1,000):



$                                        




     The undersigned hereby agrees that the Notes will be purchased as of the Fundamental Change
Purchase Date pursuant to the terms and conditions thereof and of the Indenture.



Signed:                                         




A-10









 








Schedule I*




No. [__]




     The initial principal amount of this Global Note is $[    ].



	 	 	 	 	 	 	 
	 	 	 	 	Notation Explaining	 	Authorized
	 	 	Principal Amount of	 	Change in Principal	 	Signature of
	Date	 	this Global Note	 	Amount	 	Trustee
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 








 




			
	*	 	This schedule should be included only if the Note is a
Global Note.




A-11









 










EXHIBIT B




DTC LEGEND




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



     TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE
INDENTURE.




B-1