EX 4.1


    


    Exhibit
      4.1

     

    Execution
      Version

     

    ACQUICOR
      TECHNOLOGY INC.,

    as
      Company

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee

     

    INDENTURE

     

    Dated
      as
      of December 19, 2006

     

    8%
      CONVERTIBLE SENIOR NOTES DUE 2011

    


    
      
        
          
          

        

        
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      TABLE
        OF
        CONTENTS

    

    


    
      	 	 	 	 	
              Page 

            
	 	 	 	 	 
	
              ARTICLE
                1.

            	
               

            	
              DEFINITIONS
                AND OTHER PROVISIONS OF GENERAL APPLICATION

            	
               

            	
              1

            
	
              SECTION
                1.1.

            	
               

            	
              Definitions

            	
               

            	
              1

            
	
              SECTION
                1.2.

            	
               

            	
              Compliance
                Certificates and Opinions

            	
               

            	
              13

            
	
              SECTION
                1.3.

            	
               

            	
              Form
                of Documents Delivered to the Trustee

            	
               

            	
              14

            
	
              SECTION
                1.4.

            	
               

            	
              Acts
                of Holders of Securities

            	
               

            	
              14

            
	
              SECTION
                1.5.

            	
               

            	
              Notices,
                Etc., to Trustee, Company and Guarantors

            	
               

            	
              16

            
	
              SECTION
                1.6.

            	
               

            	
              Notice
                to Holders of Securities; Waiver

            	
               

            	
              17

            
	
              SECTION
                1.7.

            	
               

            	
              Effect
                of Headings and Table of Contents

            	
               

            	
              17

            
	
              SECTION
                1.8.

            	
               

            	
              Successors
                and Assigns

            	
               

            	
              17

            
	
              SECTION
                1.9.

            	
               

            	
              Separability
                Clause

            	
               

            	
              17

            
	
              SECTION
                1.10.

            	
               

            	
              Benefits
                of Indenture

            	
               

            	
              17

            
	
              SECTION
                1.11.

            	
               

            	
              Governing
                Law

            	
               

            	
              18

            
	
              SECTION
                1.12.

            	
               

            	
              Legal
                Holidays

            	
               

            	
              18

            
	
              SECTION
                1.13.

            	
               

            	
              Conflict
                with Trust Indenture Act

            	
               

            	
              18

            
	
              SECTION
                1.14.

            	
               

            	
              Counterparts.

            	
               

            	
              18

            
	
              SECTION
                1.15.

            	
               

            	
              No
                Recourse

            	
               

            	
              18

            
	
              ARTICLE
                2.

            	
               

            	
              THE
                SECURITIES

            	
               

            	
              19

            
	
              SECTION
                2.1.

            	
               

            	
              Form
                Generally

            	
               

            	
              19

            
	
              SECTION
                2.2.

            	
               

            	
              Title
                and Terms

            	
               

            	
              19

            
	
              SECTION
                2.3.

            	
               

            	
              Denominations

            	
               

            	
              20

            
	
              SECTION
                2.4.

            	
               

            	
              Execution,
                Authentication, Delivery and Dating

            	
               

            	
              20

            
	
              SECTION
                2.5.

            	
               

            	
              Global
                Securities

            	
               

            	
              21

            
	
              SECTION
                2.6.

            	
               

            	
              Registration,
                Registration of Transfer and Exchange; Restrictions on
                Transfer

            	
               

            	
              22

            
	
              SECTION
                2.7.

            	
               

            	
              Mutilated,
                Destroyed, Lost or Stolen Securities

            	
               

            	
              24

            
	
              SECTION
                2.8.

            	
               

            	
              Payment
                of Interest; Interest Rights Preserved

            	
               

            	
              25

            
	
              SECTION
                2.9.

            	
               

            	
              Persons
                Deemed Owners

            	
               

            	
              26

            
	
              SECTION
                2.10.

            	
               

            	
              Cancellation

            	
               

            	
              27

            
	
              SECTION
                2.11.

            	
               

            	
              Computation
                of Interest

            	
               

            	
              27

            
	
              SECTION
                2.12.

            	
               

            	
              CUSIP
                Numbers

            	
               

            	
              27

            
	
              ARTICLE
                3.

            	
               

            	
              SATISFACTION
                AND DISCHARGE

            	
               

            	
              27

            
	
              SECTION
                3.1.

            	
               

            	
              Satisfaction
                and Discharge of Indenture

            	
               

            	
              27

            
	
              SECTION
                3.2.

            	
               

            	
              Application
                of Trust Money

            	
               

            	
              28

            
	
              ARTICLE
                4.

            	
               

            	
              REMEDIES

            	
               

            	
              29

            
	
              SECTION
                4.1.

            	
               

            	
              Events
                of Default

            	
               

            	
              29

            
	
              SECTION
                4.2.

            	
               

            	
              Acceleration
                of Maturity; Rescission and Annulment

            	
               

            	
              30

            
	
              SECTION
                4.3.

            	
               

            	
              Collection
                of Indebtedness and Suits for Enforcement by Trustee

            	
               

            	
              32

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF
        CONTENTS

      (continued)

    

     

    
      	 	 	 	 	
              Page 

            
	 	 	 	 	 
	
              SECTION
                4.4.

            	
               

            	
              Trustee
                May File Proofs of Claim

            	
               

            	
              32

            
	
              SECTION
                4.5.

            	
               

            	
              Trustee
                May Enforce Claims without Possession of Securities

            	
               

            	
              33

            
	
              SECTION
                4.6.

            	
               

            	
              Application
                of Money Collected

            	
               

            	
              33

            
	
              SECTION
                4.7.

            	
               

            	
              Limitation
                on Suits

            	
               

            	
              34

            
	
              SECTION
                4.8.

            	
               

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

            	
               

            	
              34

            
	
              SECTION
                4.9.

            	
               

            	
              Restoration
                of Rights and Remedies

            	
               

            	
              35

            
	
              SECTION
                4.10.

            	
               

            	
              Rights
                and Remedies Cumulative

            	
               

            	
              35

            
	
              SECTION
                4.11.

            	
               

            	
              Delay
                or Omission Not Waiver

            	
               

            	
              35

            
	
              SECTION
                4.12.

            	
               

            	
              Control
                by Holders of Securities

            	
               

            	
              35

            
	
              SECTION
                4.13.

            	
               

            	
              Waiver
                of Past Defaults

            	
               

            	
              36

            
	
              SECTION
                4.14.

            	
               

            	
              Undertaking
                for Costs

            	
               

            	
              36

            
	
              SECTION
                4.15.

            	
               

            	
              Waiver
                of Stay, Usury or Extension Laws

            	
               

            	
              36

            
	
              ARTICLE
                5.

            	
               

            	
              THE
                TRUSTEE

            	
               

            	
              37

            
	
              SECTION
                5.1.

            	
               

            	
              Certain
                Duties and Responsibilities

            	
               

            	
              37

            
	
              SECTION
                5.2.

            	
               

            	
              Notice
                of Defaults

            	
               

            	
              38

            
	
              SECTION
                5.3.

            	
               

            	
              Certain
                Rights of Trustee

            	
               

            	
              38

            
	
              SECTION
                5.4.

            	
               

            	
              Not
                Responsible for Recitals or Issuance of Securities

            	
               

            	
              40

            
	
              SECTION
                5.5.

            	
               

            	
              May
                Hold Securities, Act as Trustee under Other Indentures

            	
               

            	
              40

            
	
              SECTION
                5.6.

            	
               

            	
              Money
                Held in Trust

            	
               

            	
              40

            
	
              SECTION
                5.7.

            	
               

            	
              Compensation
                and Reimbursement

            	
               

            	
              40

            
	
              SECTION
                5.8.

            	
               

            	
              Corporate
                Trustee Required; Eligibility

            	
               

            	
              41

            
	
              SECTION
                5.9.

            	
               

            	
              Resignation
                and Removal; Appointment of Successor

            	
               

            	
              41

            
	
              SECTION
                5.10.

            	
               

            	
              Acceptance
                of Appointment by Successor

            	
               

            	
              43

            
	
              SECTION
                5.11.

            	
               

            	
              Merger,
                Conversion, Consolidation or Succession to Business

            	
               

            	
              43

            
	
              SECTION
                5.12.

            	
               

            	
              Authenticating
                Agents

            	
               

            	
              43

            
	
              SECTION
                5.13.

            	
               

            	
              Disqualification;
                Conflicting Interests

            	
               

            	
              44

            
	
              SECTION
                5.14.

            	
               

            	
              Preferential
                Collection of Claims Against Company

            	
               

            	
              45

            
	
              ARTICLE
                6.

            	
               

            	
              CONSOLIDATION,
                MERGER, CONVEYANCE, TRANSFER OR LEASE

            	
               

            	
              45

            
	
              SECTION
                6.1.

            	
               

            	
              Company
                May Consolidate, Etc., Only on Certain Terms

            	
               

            	
              45

            
	
              SECTION
                6.2.

            	
               

            	
              Successor
                Substituted

            	
               

            	
              46

            
	
              ARTICLE
                7.

            	
               

            	
              SUPPLEMENTAL
                INDENTURES

            	
               

            	
              46

            
	
              SECTION
                7.1.

            	
               

            	
              Supplemental
                Indentures without Consent of Holders of Securities

            	
               

            	
              46

            


    

     

    
      
        
        

      

      
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      TABLE
        OF
        CONTENTS

      (continued)

    

     

    
      	 	 	 	 	
              Page 

            
	 	 	 	 	 
	
              SECTION
                7.2.

            	
               

            	
              Supplemental
                Indentures with Consent of Holders of Securities

            	
               

            	
              47

            
	
              SECTION
                7.3.

            	
               

            	
              Execution
                of Supplemental Indentures

            	
               

            	
              48

            
	
              SECTION
                7.4.

            	
               

            	
              Effect
                of Supplemental Indentures

            	
               

            	
              48

            
	
              SECTION
                7.5.

            	
               

            	
              Reference
                in Securities to Supplemental Indentures

            	
               

            	
              49

            
	
              SECTION
                7.6.

            	
               

            	
              Notice
                of Supplemental Indentures

            	
               

            	
              49

            
	
              ARTICLE
                8.

            	
               

            	
              COVENANTS

            	
               

            	
              49

            
	
              SECTION
                8.1.

            	
               

            	
              Payment
                of Principal, Premium and Interest

            	
               

            	
              49

            
	
              SECTION
                8.2.

            	
               

            	
              Maintenance
                of Offices or Agencies

            	
               

            	
              49

            
	
              SECTION
                8.3.

            	
               

            	
              Money
                for Security Payments to Be Held in Trust

            	
               

            	
              50

            
	
              SECTION
                8.4.

            	
               

            	
              Existence

            	
               

            	
              51

            
	
              SECTION
                8.5.

            	
               

            	
              Statement
                by Officers as to Default

            	
               

            	
              51

            
	
              SECTION
                8.6.

            	
               

            	
              Delivery
                of Certain Information

            	
               

            	
              51

            
	
              SECTION
                8.7.

            	
               

            	
              Registration
                Rights

            	
               

            	
              52

            
	
              SECTION
                8.8.

            	
               

            	
              Additional
                Subsidiary Guarantees

            	
               

            	
              52

            
	
              ARTICLE
                9.

            	
               

            	
              MAKE
                WHOLE PREMIUM

            	
               

            	
              53

            
	
              ARTICLE
                10.

            	
               

            	
              CONVERSION
                OF SECURITIES

            	
               

            	
              54

            
	
              SECTION
                10.1.

            	
               

            	
              Conversion
                Privilege and Conversion Rate

            	
               

            	
              54

            
	
              SECTION
                10.2.

            	
               

            	
              Conversion
                Consideration

            	
               

            	
              55

            
	
              SECTION
                10.3.

            	
               

            	
              Exercise
                of Conversion Privilege

            	
               

            	
              55

            
	
              SECTION
                10.4.

            	
               

            	
              Fractions
                of Shares

            	
               

            	
              57

            
	
              SECTION
                10.5.

            	
               

            	
              Adjustment
                of Conversion Rate

            	
               

            	
              58

            
	
              SECTION
                10.6.

            	
               

            	
              Notice
                of Adjustments of Conversion Rate

            	
               

            	
              62

            
	
              SECTION
                10.7.

            	
               

            	
              Notice
                of Certain Corporate Action

            	
               

            	
              63

            
	
              SECTION
                10.8.

            	
               

            	
              Company
                to Reserve Common Stock

            	
               

            	
              63

            
	
              SECTION
                10.9.

            	
               

            	
              Taxes
                on Conversions

            	
               

            	
              64

            
	
              SECTION
                10.10.

            	
               

            	
              Covenant
                as to Common Stock

            	
               

            	
              64

            
	
              SECTION
                10.11.

            	
               

            	
              Cancellation
                of Converted Securities

            	
               

            	
              64

            
	
              SECTION
                10.12.

            	
               

            	
              Provision
                in Case of Consolidation, Merger or Sale of Assets

            	
               

            	
              64

            
	
              SECTION
                10.13.

            	
               

            	
              Responsibility
                of Trustee for Conversion Provisions

            	
               

            	
              65

            
	
              ARTICLE
                11.

            	
               

            	
               

            	
               

            	
              66

            
	
              ARTICLE
                12.

            	
               

            	
              PURCHASE
                OF SECURITIES AT THE OPTION OF THE HOLDER UPON A FUNDAMENTAL
                CHANGE

            	
               

            	
              66

            
	
              SECTION
                12.1.

            	
               

            	
              Right
                to Require Repurchase

            	
               

            	
              66

            
	
              SECTION
                12.2.

            	
               

            	
              Notices;
                Method of Exercising Repurchase Right, Etc

            	
               

            	
              67

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF
        CONTENTS

      (continued)

    

     

    
      	 	 	 	 	
              Page 

            
	 	 	 	 	 
	
              ARTICLE
                13.

            	
               

            	
              HOLDERS
                LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE

            	
               

            	
              68

            
	
              SECTION
                13.1.

            	
               

            	
              Company
                to Furnish Trustee Names and Addresses of Holders

            	
               

            	
              68

            
	
              SECTION
                13.2.

            	
               

            	
              Preservation
                of Information

            	
               

            	
              69

            
	
              SECTION
                13.3.

            	
               

            	
              No
                Recourse Against Others

            	
               

            	
              69

            
	
              SECTION
                13.4.

            	
               

            	
              Reports
                by Trustee

            	
               

            	
              69

            
	
              SECTION
                13.5.

            	
               

            	
              Reports
                by Company

            	
               

            	
              70

            
	
              ARTICLE
                14.

            	
               

            	
              REDEMPTION
                OF SECURITIES

            	
               

            	
              70

            
	
              SECTION
                14.1.

            	
               

            	
              Right
                of Redemption

            	
               

            	
              70

            
	
              SECTION
                14.2.

            	
               

            	
              Applicability
                of Article

            	
               

            	
              70

            
	
              SECTION
                14.3.

            	
               

            	
              Election
                to Redeem; Notice to Trustee

            	
               

            	
              70

            
	
              SECTION
                14.4.

            	
               

            	
              Selection
                by Trustee of Securities to Be Redeemed

            	
               

            	
              70

            
	
              SECTION
                14.5.

            	
               

            	
              Notice
                of Redemption

            	
               

            	
              71

            
	
              SECTION
                14.6.

            	
               

            	
              Deposit
                of Redemption Price

            	
               

            	
              72

            
	
              SECTION
                14.7.

            	
               

            	
              Securities
                Payable on Redemption Date

            	
               

            	
              72

            
	
              SECTION
                14.8.

            	
               

            	
              Securities
                Redeemed in Part

            	
               

            	
              72

            
	
              SECTION
                14.9.

            	
               

            	
              Conversion
                Arrangement on Call for Redemption

            	
               

            	
              73

            
	
              SECTION
                14.10.

            	
               

            	
              Escrow
                Agreement and Special Mandatory Redemption

            	
               

            	
              73

            
	
              SECTION
                14.11.

            	
               

            	
              Security
                and Pledge

            	
               

            	
              74

            
	
              ARTICLE
                15.

            	
               

            	
              SUBSIDIARY
                GUARANTEES

            	
               

            	
              75

            
	
              SECTION
                15.1.

            	
               

            	
              Guarantee

            	
               

            	
              75

            
	
              SECTION
                15.2.

            	
               

            	
              Limitation
                on Guarantor Liability

            	
               

            	
              76

            
	
              SECTION
                15.3.

            	
               

            	
              Execution
                and Delivery of Subsidiary Guarantee

            	
               

            	
              76

            
	
              SECTION
                15.4.

            	
               

            	
              Guarantors
                May Consolidate, etc., on Certain Terms; Releases

            	
               

            	
              77

            


    

     

    
      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

    

     

    CROSS-REFERENCE
      TABLE*

     

    
      	 	 	 	 	 
	
              TIA

              SECTION

            	 	 	 	
              INDENTURE

              SECTION

            
	
              Section

            	 	
              310(a)(1)

            	 	
              5.8

            
	 	 	
              (a)(2)

            	 	
              5.8

            
	 	 	
              (a)(3)

            	 	
              N/A**

            
	 	 	
              (a)(4)

            	 	
              N/A**

            
	 	 	
              (a)(5)

            	 	
              5.8

            
	 	 	
              (b)

            	 	
              5.9,
                5.10, 5.13

            
	 	 	
              (c)

            	 	
              N/A**

            
	 	 	 
	
              Section

            	 	
              311(a)

            	 	
              5.14

            
	 	 	
              (b)

            	 	
              5.14

            
	 	 	
              (c)

            	 	
              N/A**

            
	 	 	 
	
              Section

            	 	
              312(a)

            	 	
              13.1,
                13.2

            
	 	 	
              (b)

            	 	
              13.2

            
	 	 	
              (c)

            	 	
              13.2

            
	 	 	 
	
              Section

            	 	
              313(a)

            	 	
              13.4

            
	 	 	
              (b)(1)

            	 	
              N/A

            
	 	 	
              (b)(2)

            	 	
              13.4

            
	 	 	
              (c)

            	 	
              1.6,
                13.4

            
	 	 	
              (d)

            	 	
              13.4

            
	 	 	 
	
              Section

            	 	
              314(a)

            	 	
              1.5,
                8.5, 8.6, 13.5

            
	 	 	
              (b)

            	 	
              N/A**

            
	 	 	
              (c)(1)

            	 	
              1.2

            
	 	 	
              (c)(2)

            	 	
              1.2

            
	 	 	
              (c)(3)

            	 	
              N/A**

            
	 	 	
              (d)

            	 	
              N/A**

            
	 	 	
              (e)

            	 	
              1.2

            
	 	 	
              (f)

            	 	
              N/A**

            
	 	 	 
	
              Section

            	 	
              315(a)

            	 	
              5.1(a)

            
	 	 	
              (b)

            	 	
              1.6,
                5.2

            
	 	 	
              (c)

            	 	
              5.1(b)

            
	 	 	
              (d)

            	 	
              5.1(c)

            
	 	 	
              (e)

            	 	
              4.14

            
	 	 	 
	
              Section

            	 	
              316(a)(last
                sentence)

            	 	
              1.1

            
	 	 	
              (a)(1)(A)

            	 	
              4.12

            
	 	 	
              (a)(1)(B)

            	 	
              4.13

            
	 	 	
              (a)(2)

            	 	
              N/A

            
	 	 	
              (b)

            	 	
              4.8

            
	 	 	
              (c)

            	 	
              1.4(e)

            
	 	 	 
	
              Section

            	 	
              317(a)(1)

            	 	
              4.3

            
	 	 	
              (a)(2)

            	 	
              4.4

            
	 	 	
              (b)

            	 	
              3.2

            
	 	 	 
	
              Section

            	 	
              318(a)

            	 	
              1.13

            
	 	 	 	 	 


    

     

    
      	
              *

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

            
	 	 
	
              **

            	
              N/A
                means Not Applicable

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    INDENTURE,
      dated as
      of December 19, 2006, among Acquicor Technology Inc., a corporation duly
      organized and existing under the laws of the State of Delaware, having its
      principal office at 4910 Birch St., Suite 102, Newport Beach, CA 92660 (herein
      called the “Company”),
      the
      Guarantors (as defined below) and U.S. Bank National Association, as Trustee
      hereunder (herein called the “Trustee”).

     

    RECITALS
      OF THE COMPANY

     

    The
      Company has duly authorized the creation of an issue of its 8% Convertible
      Senior Notes due 2011 (herein called the “Securities”),
      of
      substantially the tenor and amount hereinafter set forth, and to provide
      therefor the Company has duly authorized the execution and delivery of this
      Indenture.

     

    All
      things necessary to make the Securities, when the Securities are executed by
      the
      Company and authenticated and delivered hereunder, the valid obligations of
      the
      Company and to make this Indenture a valid agreement of the Company, in
      accordance with their and its terms, have been done. Further, all things
      necessary to duly authorize the issuance of shares of common stock of the
      Company issuable upon the conversion of the Securities, and to duly reserve
      for
      issuance the number of shares of Common Stock issuable upon such conversion,
      have been done.

     

    NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE
      1. 

    DEFINITIONS
      AND OTHER PROVISIONS

    OF
      GENERAL APPLICATION

     

    SECTION
      1.1.   Definitions.

     

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

     

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

     

    (b)  all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with generally accepted accounting principles in the United
      States; and

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Acquisition”
means
      the acquisition of Jazz Semiconductor, Inc. pursuant to the Merger
      Agreement.

     

    “Additional
      Interest”
means
      the obligation to pay additional interest provided for in Section 7 of the
      Registration Rights Agreement. 

     

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

     

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

     

    “Aggregate
      Current Market Price”
has
      the
      meaning specified in Section
      10.5(e).

     

    “American
      Depositary Shares”
means
      U.S. Dollar denominated forms of equity ownership held in deposit in a custodian
      bank and evidenced by physical certificates of ownership (“American Depositary
      Receipts”) issued by a U.S. bank.

     

    “Applicable
      Conversion Rate”
means,
      at any given time, the Conversion Rate then in effect, rounded to the nearest
      1/100th of a share.

     

    “Applicable
      Conversion Reference Period”
means
      the twenty (20) consecutive Trading Days beginning on the third Trading Day
      following the Conversion Date.

     

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

     

    “Authenticating
      Agent”
means
      any Person authorized pursuant to Section
      5.12
      to act
      on behalf of the Trustee to authenticate Securities.

     

    “Authorized
      Share Increase”
means
      the approval by the Company’s stockholders of an amendment to the Company’s
      certificate of incorporation to increase the number of authorized shares of
      Common Stock as described in the Offering Memorandum, dated December 12, 2006,
      setting forth information regarding the offering of the Securities.

     

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

     

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

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    “Business
      Day,”
when
      used with respect to any Place of Payment, Place of Conversion or any other
      place, as the case may be, means each Monday, Tuesday, Wednesday, Thursday
      and
      Friday that is not a day on which banking institutions in such Place of Payment,
      Place of Conversion or other place, as the case may be, are authorized or
      obligated by law or executive order to close; provided,
      however,
      that a
      day on which banking institutions in New York, New York are authorized or
      obligated by law or executive order to close shall not be a Business Day for
      purposes of Section
      10.6.

     

    “Cash
      Equivalents”
means
      (1) securities issued or directly and fully guaranteed or insured by the United
      States government or any agency or instrumentality thereof (provided
      that the
      full faith and credit of the United States is pledged in support thereof) having
      maturities of not more than six months from the date of acquisition, (2)
      certificates of deposit and eurodollar time deposits with maturities of six
      months or less from the date of acquisition, bankers’ acceptances with
      maturities not exceeding six months and overnight bank deposits, in each case
      with any domestic commercial bank having capital and surplus in excess of $500
      million and a Thompson Bank Watch Rating of “B” or better, (3) repurchase
      obligations with a term of not more than seven (7) days for underlying
      securities of the types described in clause (1) above entered into with any
      financial institution meeting the qualifications specified in clause (2) above,
      (4) commercial paper having the highest rating obtainable from Moody’s Investors
      Service, Inc. or Standard & Poor’s Ratings Services and in each case
      maturing within six months after the date of acquisition and (5) money market
      funds at least ninety-five percent (95%) of the assets of which constitute
      Cash
      Equivalents of the kinds described in clauses (1)-(4) of this
      definition.

     

    “Closing
      Price”
means,
      with respect to the Common Stock on any day, the closing sale price regular
      way
      on such day or, in the case where no such sale takes place on such day, the
      average of the reported closing bid and asked prices, regular way, in each
      case
      on the American Stock Exchange, The Nasdaq Stock Market or New York Stock
      Exchange, as applicable, or, if the Common Stock is not listed or admitted
      to
      trading on such exchange, on the principal national security exchange or
      quotation system on which such security is quoted or listed or admitted to
      trading, or, if not quoted or listed or admitted to trading on any national
      securities exchange or quotation system, the average of the closing bid and
      asked prices of the Common Stock on the over-the-counter market on the day
      in
      question as reported by the National Quotation Bureau Incorporated, or a similar
      generally accepted reporting service, or if not so available, in such manner
      as
      furnished by any American Stock Exchange member firm selected from time to
      time
      by the Board of Directors for that purpose, or if no bid or asked price is
      available a price determined in good faith by the Board of Directors, whose
      determination shall be conclusive and described in a Board
      Resolution.

     

    “Code”
has
      the
      meaning specified in Section
      2.1.

     

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

     

    “Common
      Equity”
of
      any
      Person means capital stock or other ownership interests of such Person that
      is
      generally entitled to (1) vote in the election of directors of such Person
      or (2) if such Person is not a Corporation, vote or otherwise participate
      in the selection of the governing body, partners, managers or others that will
      control the management or policies of such Person.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    “Common
      Stock”
means
      the shares of the class designated as common stock of the Company at the date
      of
      this Indenture or as such stock may be reconstituted from time to time. Subject
      to the provisions of Section
      10.12,
      shares
      issuable on conversion or repurchase of Securities shall include only shares
      of
      Common Stock or shares of any class or classes of common stock resulting from
      any reclassification or reclassifications thereof;
      provided,
      however,
      that if
      at any time there shall be more than one such resulting class, the shares so
      issuable on conversion of Securities shall include shares of all such classes,
      and the shares of each such class then so issuable shall be substantially in
      the
      proportion that the total number of shares of such class resulting from all
      such
      reclassifications bears to the total number of shares of all such classes
      resulting from all such reclassifications.

     

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

     

    “Company
      Notice”
has
      the
      meaning specified in Section
      12.2(a).

     

    “Company
      Request”
or
      “Company
      Order”
means
      a
      written request or order signed in the name of the Company by an Officer of
      the
      Company, and delivered to the Trustee.

     

    “Completion
      Date”
has
      the
      meaning specified in Section
      10.5(f).

     

    “Constituent
      Person”
has
      the
      meaning specified in Section
      10.12.

     

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

     

    “Conversion
      Date”
means
      the date on which both the Securities and the duly signed and completed notice
      have been delivered to the Trustee.

     

    “Conversion
      Notice”
has
      the
      meaning specified in Section
      10.3.

     

    “Conversion
      Price”
means
      an amount equal to U.S. $1,000 divided by the Conversion Rate.

     

    “Conversion
      Rate”
has
      the
      meaning specified in Section
      10.1.

     

    “Conversion
      Shares”
has
      the
      meaning specified in Section
      10.5(m).

     

    “Conversion
      Value”
shall
      equal the product of (1) the Applicable Conversion Rate and (2) the average
      of
      the Closing Prices of the Common Stock for each of the twenty (20) consecutive
      Trading Days in the Applicable Conversion Reference Period.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    “Corporate
      Trust Office”
means
      the office of the Trustee at which at any particular time its corporate trust
      business shall be principally administered (which at the date of this Indenture
      is located at 60 Livingston Avenue, EP-MN-WS3C, St. Paul, MN 55107-2292, Attn:
      Corporate Trust Services (Acquicor Technology Inc. - 8% Convertible Senior
      Notes
      due 2011)).

     

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

     

    “Daily
      Trading Share Amount”
for
      each day in the Applicable Conversion Reference Period shall equal the greater
      of:

     

    (1)  zero;
      or

     

    (2)  a
      number
      of shares determined by the following formula:

     

    (Closing
      Price X Applicable Conversion Rate) - $1,000

    20
      X
      Closing Price

     

    “Defaulted
      Interest”
has
      the
      meaning specified in Section
      2.8.

     

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

     

    “Distribution
      Date”
has
      the
      meaning specified in Section
      10.5(m).

     

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

     

    “Domestic
      Subsidiary”
means
      any Subsidiary of the Company that was formed under the laws of the United
      States or any state of the United States or the District of
      Columbia.

     

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

     

    “Escrow
      Agreement”
means
      that certain Escrow Agreement, dated the date hereof, by and among the Company,
      the Trustee and U.S. Bank National Association, as escrow agent, as such
      agreement may be amended, supplemented or modified from time to time in
      accordance with its terms.

     

    “Escrow
      Interest”
means
      the interest income accrued and earned on the escrow account created pursuant
      to
      the Escrow Agreement through, but not including, the Special Mandatory
      Redemption Date.

     

    “Event
      of Default”
has
      the
      meaning specified in Section
      4.1.

     

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

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    “Final
      Maturity”
means
      December 31, 2011.

     

    “Fundamental Change”
means
      the occurrence at any time, after the original issuance of the Securities,
      of
      any of the following events:

     

    (1) the
      Common Stock is neither listed for trading on any U.S. national securities
      exchange or the London Stock Exchange, nor approved for listing on The Nasdaq
      Global Market (at such time that The Nasdaq Global Market is not a U.S. national
      securities exchange) or any successor to The Nasdaq Global Market;

     

    (2) 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 to any Person (other than a Subsidiary); provided,
      however,
      that a
      transaction where the holders of all classes of the Company’s Common Equity
      immediately prior to such transaction own, directly or indirectly, more than
      50%
      of all classes of Common Equity of such Person immediately after such
      transaction shall not be a Fundamental Change;

     

    (3) consummation
      of any share exchange, consolidation or merger of the Company pursuant to which
      the Common Stock will be converted into cash, securities or other property
      or
      any sale, lease or other transfer (in one transaction or a series of
      transactions) of all or substantially all of the Company’s consolidated assets
      (considered together with its Subsidiaries) to any Person (other than one of
      its
      Subsidiaries); provided,
      however,
      that a
      transaction where the holders of all classes of the Company’s Common Equity
      immediately prior to such transaction own, directly or indirectly, more than
      50%
      of all classes of Common Equity of the continuing or surviving Corporation
      or
      transferee immediately after such event shall not be a Fundamental
      Change;

     

    (4) 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 employee benefit
      plans)) files a Schedule 13D or a Schedule TO, disclosing that it has
      become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
      Act) of the Company’s Common Equity representing more than 50% of the voting
      power of the Company’s Common Equity; or

     

    (5) the
      Company’s stockholders approve any plan or proposal for the Company’s
      liquidation or dissolution; provided,
      however,
      that a
      liquidation or dissolution of the Company that is part of a transaction
      described in clause (2) above that does not constitute a Fundamental Change
      under the proviso contained in that clause shall not constitute a Fundamental
      Change;

     

    further
      provided,
      that a
      Fundamental Change will not be deemed to have occurred if 90% of the
      consideration for the Common Stock (excluding cash payments in lieu of
      fractional shares and cash payments made in respect of dissenters’ appraisal
      rights, if any) in the transaction or transactions constituting the Fundamental
      Change consists of another Person’s Common Equity or American Depositary Shares
      representing shares of another Person’s Common Equity traded on a
      U.S. national securities exchange or quoted on the Nasdaq Global Market (at
      such time that the Nasdaq Global Market is not a U.S. national securities
      exchange), or which will be so traded or quoted when issued or exchanged in
      connection with the Fundamental Change, and as a result of such transaction
      or
      transactions the Securities become convertible solely into such common stock
      or
      American Depositary Shares. 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

    

    For
      the
      purposes of this definition, “beneficial owner,” has the meaning attributed to
      it in Rule 13d-3 under the Exchange Act; and a “group” include any syndicate or
      group that would be deemed to be a person under Section 13(d)(3) of the Exchange
      Act.

     

    “Fundamental
      Change Effective Date”
has
      the
      meaning specified in Article
      IX.
      

     

    “GAAP”
means
      generally accepted accounting principles of the Accounting Principles Board
      of
      the American Institute of Certified Public Accountants and statements and
      pronouncements of the Financial Accounting Standards Board or in such other
      statements by such other entity as have been approved by a significant segment
      of the accounting profession, which are in effect on the date of this
      Indenture.

     

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

     

    “Guarantors”
means
      the Domestic Subsidiaries and their respective successors and
      assigns.

     

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

     

    “Indebtedness”
means,
      with respect to any Person, the principal of (and premium, if any) and interest
      (including all interest accruing subsequent to the commencement of any
      bankruptcy or similar proceeding, whether or not a claim for post-petition
      interest is allowable as a claim in any such proceeding) on, and rent payable
      on
      or in connection with, and all fees, costs, claims, expenses and other amounts
      payable in connection with, the following, whether absolute or contingent,
      secured or unsecured, due or to become due, outstanding on the date of this
      Indenture or thereafter created, incurred or assumed: (1) all of such Person’s
      indebtedness evidenced by a credit or loan agreement, note, bond, debenture,
      or
      other similar instrument whether or not the recourse of the lender is to all
      of
      the Company’s assets or only to a portion, (2) all of such Person’s
      indebtedness, obligations and other liabilities, contingent or otherwise, for
      borrowed money, including, without limitation, overdrafts, foreign exchange
      contracts, currency exchange agreements, interest rate protection agreements
      and
      any loans or advances from banks, whether or not evidenced by notes or similar
      instruments, or bonds, debentures, notes or similar instruments, whether or
      not
      the recourse of the lender is to all of such Person’s assets or only to a
      portion thereof, (3) all of such Person’s obligations as lessee under leases
      required to be capitalized on the balance sheet of the lessee under GAAP, (4)
      all of such Person’s obligations and other liabilities, contingent or otherwise,
      under any lease or related document, including a purchase agreement, in
      connection with the lease of real property or improvements, or any personal
      property included as part of any such lease, which provides that such Person
      is
      contractually obligated to purchase or cause a third party to purchase the
      leased property and thereby guarantee a residual value of leased property to
      the
      lessor and all of such Person’s obligations under such lease or related document
      to purchase or cause a third party to purchase the leased property, whether
      or
      not such lease transaction is characterized as an operating lease or capitalized
      lease in accordance with generally accepted accounting principles, (5) all
      of
      such Person’s obligations under interest rate and currency swaps, caps, floors,
      collars, hedge agreements, forward contracts, or similar agreements or
      arrangements, (6) all of such Person’s obligations with respect to letters of
      credit, bank guarantees, bankers’ acceptances and similar facilities, including
      related reimbursement obligations, (7) all of such Person’s obligations issued
      or assumed as the deferred purchase price of property or services (but excluding
      trade accounts payable and accrued liabilities arising in the ordinary course
      of
      business), (8) all of such Person’s obligations of the type referred to in
      clauses (1) through (7) above of another Person and all dividends of another
      Person, the payment of which, in either case, such Person has assumed or
      guaranteed or for which such Person is responsible or liable, directly or
      indirectly, jointly or severally, as obligor, guarantor or otherwise or which
      is
      secured by a lien on such Person’s property and (9) renewals, extensions,
      modifications, replacements, restatements and refundings of, or any indebtedness
      or obligation issued in exchange for, any such indebtedness or obligation
      described in clauses (1) through (8) of this definition; provided,
      however, that
      Indebtedness shall not include accounts payable or other accrued liabilities
      or
      obligations incurred in the ordinary course of business in connection with
      the
      obtaining of materials or services and any indebtedness or obligation that
      such
      Person may owe to any direct or indirect Subsidiary.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

       

    

    “Indenture”
means
      this Indenture as originally executed or as it may from time to time be
      supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof, including, for all purposes
      of this Indenture and any such supplemental indenture, the provisions of the
      Trust Indenture Act that are deemed to be a part of and govern this Indenture
      and any such supplemental indenture, respectively.

     

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

     

    “Lien”
means,
      with respect to any asset, any mortgage, lien, pledge, charge, security interest
      or encumbrance of any kind with respect to such asset.

     

    “Make
      Whole Premium”
has
      the
      meaning specified in Article
      IX.
      

     

    “Maturity,”
when
      used with respect to any Security, means the date on which the principal of
      such
      Security becomes due and payable as therein or herein provided, whether at
      the
      Stated Maturity, Final Maturity or by declaration of acceleration, call for
      redemption, conversion, exercise of the repurchase right set forth in
Article
      XII
      or
      otherwise.

     

    “Merger
      Agreement”
means
      that certain Agreement and Plan of Merger, dated as of September 26, 2006,
      by
      and among the Company, Joy Acquisition Corp., Jazz Semiconductor, Inc. and
      TC
      Group L.L.C., as the Stockholders’ Representative.

     

    “Non-electing
      Share”
has
      the
      meaning specified in Section
      10.12.

     

    “Notice
      of Default”
has
      the
      meaning specified in Section
      4.1.

     

    “Officer”
means,
      with respect to the Company, the chairman of the Board of Directors, a chief
      executive officer, a president, a chief financial officer, chief operating
      officer, any executive vice president, any senior vice president, any vice
      president, the treasurer or any assistant treasurer, the controller or any
      assistant controller or the secretary or any assistant secretary.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

    

    “Officer’s
      Certificate”
means
      a
      certificate signed by any Officer of the Company, and delivered to the
      Trustee.

     

    “Opinion
      of Counsel”
means
      a
      written opinion of counsel, who may be counsel for or employed by the Company
      and who shall be acceptable to the Trustee.

     

    “Other
      Interest”
means
      Additional Interest and Special Interest.

     

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

     

    (1)  Securities
      theretofore cancelled by the Trustee or delivered to the Trustee for
      cancellation;

     

    (2)  Securities
      for the payment of which money in the necessary amount has been theretofore
      deposited with the Trustee or any Paying Agent (if other than the Company)
      in
      trust or set aside and segregated in trust by the Company (if the Company shall
      act as its own Paying Agent) for the Holders of such Securities;
      and

     

    (3)  Securities
      that have been paid pursuant to Section
      2.7
      or in
      exchange for or in lieu of which other Securities have been authenticated and
      delivered pursuant to this Indenture, other than any such Securities in respect
      of which there shall have been presented to the Trustee proof satisfactory
      to it
      that such Securities are held by a
      bona
      fide
      purchaser in whose hands such Securities are valid obligations of the
      Company;

     

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

     

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

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

    

    “Person”
means
      a
      natural person, Corporation, limited liability company, partnership, joint
      venture, trust, estate, unincorporated organization or government or any agency
      or political subdivision thereof.

     

    “Place
      of Conversion”
has
      the
      meaning specified in Section
      2.2.

     

    “Place
      of Payment”
has
      the
      meaning specified in Section
      2.2.

     

    “Pledge
      and Security Agreement”
means
      the Pledge and Security Agreement dated as of the date hereof by and between
      the
      Company and U.S. Bank National Association, as collateral agent, as such
      agreement may be amended, modified or supplemented from time to time in
      accordance with its terms.

     

    “Predecessor
      Security”
of
      any
      particular Security means every previous Security evidencing all or a portion
      of
      the same debt as that evidenced by such particular Security; and, for the
      purposes of this definition, any Security authenticated and delivered under
      Section
      2.7
      in
      exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
      shall
      be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
      Security.

     

    “Purchase
      Agreement”
means
      the Purchase Agreement, dated as of December 18, 2006 by and among the Company,
      CRT Capital Group LLC and Needham & Company, LLC. 

     

    “Purchasers”
has
      the
      meaning specified in Section
      14.9.

     

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

     

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

     

    “Redemption”
has
      the
      meaning specified in Section
      14.1.

     

    “Redemption
      Date”
has
      the
      meaning specified in Section
      14.1.

     

    “Redemption
      Notice Date”
has
      the
      meaning specified in Section
      14.5.

     

    “Redemption
      Price”
means,
      beginning on December 31, 2009 through December 30, 2010, 102% of the principal
      amount of the Securities to be redeemed on the Redemption Date, and, beginning
      on December 31, 2010 and thereafter, 100% of the principal amount of the
      Securities to be redeemed on the Redemption Date.

     

    “Registered
      Common Stock”
means
      Common Stock that does not require registration or approval under any federal
      securities law or, if applicable, the securities laws of any state where a
      holder is located, before such shares are freely transferable without being
      subject to transfer restrictions under the Securities Act or for which such
      registration is completed pursuant to a Shelf Registration Statement or
      otherwise.

     

    “Registered
      Securities”
has
      the
      meaning specified in Section
      2.1.

     

    
      
        
        

      

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

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement dated the date hereof, by and among the
      Company and CRT Capital Group LLC and Needham & Company LLC. 

     

    “Regular
      Record Date”
for
      interest payable in respect of any Registered Security on any Interest Payment
      Date means the June 15 and the December 15 (whether or not a Business Day),
      as
      the case may be, next preceding such Interest Payment Date.

     

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

     

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

     

    “Residual
      Value Shares”
has
      the
      meaning specified in Section
      10.2.

     

    “Responsible
      Officer,”
when
      used with respect to the Trustee, means any officer within the Corporate Trust
      Office, including without limitation any vice president, assistant vice
      president, assistant treasurer, corporate trust officer or other employee of
      the
      Trustee customarily performing functions similar to those performed by any
      of
      the above designated officers, and also means, with respect to a particular
      corporate trust matter, any other officer to whom such matter is referred
      because of his knowledge and familiarity with the particular
      subject.

     

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

     

    “Restricted
      Securities Legend”
means,
      collectively, the legends substantially in the forms of the legends required
      in
      the form of Security attached hereto as Exhibit
      A
      to be
      placed upon each Security.

     

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

     

    “Rule
      144A Information”
means
      such information as is specified pursuant to Rule 144A(d)(4) under the
      Securities Act (or any successor provision thereto).

     

    “Secured
      Indebtedness”
means
      Indebtedness secured by a Lien.

     

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

     

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

     

    “Security
      Register”
and
      “Security
      Registrar”
have
      the respective meanings specified in Section
      2.6.

     

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

     

    
      
        
        

      

      
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    “Significant
      Subsidiary”
means
      any Subsidiary that would be a “significant subsidiary” as defined in Article 1,
      Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
      such
      regulation is in effect on the date hereof.

     

    “Stock
      Price”
means
      the price paid, or deemed to be paid, per share of the Company’s Common Stock in
      connection with a Fundamental Change, as determined pursuant to Article
      IX.

     

    “Special
      Interest”
has
      the
      meaning specified in Section
      4.2.

     

    “Special
      Mandatory Redemption”
has
      the
      meaning specified in Section
      14.10.

     

    “Special
      Mandatory Redemption Event”
has
      the
      meaning specified in Section
      14.10.

     

    “Special
      Mandatory Redemption Date”
has
      the
      meaning specified in Section
      14.10.

     

    “Special
      Record Date”
for
      the
      payment of any Defaulted Interest means a date fixed by the Company pursuant
      to
Section
      2.8.

     

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

     

    “Subsidiary”
means
      a
      Person more than fifty percent (50%) of the outstanding voting stock of which
      is
      owned, directly or indirectly, by the Company or by one or more other
      Subsidiaries, or by the Company and one or more other Subsidiaries. For the
      purposes of this definition, “voting stock” means stock or other similar
      interests in the Person that ordinarily has or have voting power for the
      election of directors or Persons performing similar functions, whether at all
      times or only so long as no senior class of stock or other interests has or
      have
      such voting power by reason of any contingency.

     

    “Subsidiary
      Guarantee”
means
      the guarantee by each Guarantor of the Company’s payment obligations under this
      Indenture and on the Securities, executed pursuant to the provisions of this
      Indenture.

     

    “Successor
      Security”
of
      any
      particular Security means every Security issued after, and evidencing all or
      a
      portion of the same debt as that evidenced by, such particular Security; and,
      for the purposes of this definition, any Security authenticated and delivered
      under Section
      2.7
      in
      exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
      shall
      be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
      Security.

     

    “Trading
      Day”
means:
      (1) if the Common Stock is listed or admitted for trading on any national
      securities exchange, days on which such national securities exchange is open
      for
      business; (2) if the Common Stock is quoted on a system of automated
      dissemination of quotations of securities prices, days on which trades may
      be
      effected through such system; or (3) if the Common Stock is not listed or
      admitted for trading on any national securities exchange or quoted on a system
      of automated dissemination of quotation of securities prices, days on which
      the
      Common Stock is traded regular way in the over-the-counter market and for which
      a closing bid and a closing asked price for the Common Stock are
      available.

     

    
      
        
        

      

      
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    “Trust
      Indenture Act”
means
      the Trust Indenture Act of 1939 as in force at the date as of which this
      instrument was executed;
      provided,
      however,
      that in
      the event the Trust Indenture Act of 1939 is amended after such date, “Trust
      Indenture Act” means, to the extent required by any such amendment, the Trust
      Indenture Act of 1939 as so amended.

     

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

     

    “United
      States”
means
      the United States of America (including the several States and the District
      of
      Columbia), its territories, its possessions and other areas subject to its
      jurisdiction (its “possessions” including Puerto Rico, the United States Virgin
      Islands, Guam, American Samoa, Wake Island and the Northern Mariana
      Islands).

     

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

     

    “Volume
      Weighted Average Price”
means,
      with respect to the Common Stock of the Company, for any day the volume weighted
      average price per share of Common Stock as displayed on Bloomberg on the
      American Stock Exchange (or, if the Company’s Common Stock is not then listed on
      the American Stock Exchange, on such other exchange on which the Common Stock
      is
      listed or if not so listed on any automated quotation system on which quotes
      for
      the Common Stock are available) from 9:30 a.m. to 4:00 p.m. (New York City
      time)
      on that day (or if such volume weighted average price is not available, the
      market value of one share on such day as the Company determines in good faith
      using a volume weighted method).

     

    SECTION
      1.2.   Compliance
      Certificates and Opinions.

     

    Upon
      any
      application or request by the Company to the Trustee to take any action under
      any provision of this Indenture, the Company shall furnish to the Trustee an
      Officer’s Certificate stating that all conditions precedent, if any, provided
      for in this Indenture relating to the proposed action have been complied with
      and, if required by this Indenture or the Trust Indenture Act, an Opinion of
      Counsel stating that in the opinion of such counsel all such conditions
      precedent, if any, have been complied with, except that in the case of any
      such
      application or request as to which the furnishing of such documents is
      specifically required by any provision of this Indenture relating to such
      particular application or request, no additional certificate or opinion need
      be
      furnished. Every certificate or opinion with respect to compliance with a
      condition or covenant provided for in this Indenture shall include:

     

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

     

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

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

       

    

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

     

    (d)  a
      statement as to whether, in the opinion of each such individual, such condition
      or covenant has been complied with;
      provided, however,
      with
      respect to matters of fact, an Opinion of Counsel may rely on an Officer’s
      Certificate or certificates of public officials.

     

    SECTION
      1.3.   Form
      of Documents Delivered to the Trustee.

     

    In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    Any
      certificate or opinion of an officer of the Company may be based, insofar as
      it
      relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such officer knows that the certificate or opinion or
      representations with respect to the matters upon which such certificate or
      opinion is based are erroneous. Any such certificate or opinion of counsel
      may
      be based, insofar as it relates to factual matters, upon a certificate or
      opinion of, or representations by, an officer or officers of the Company or
      any
      other Person stating that the information with respect to such factual matters
      is in the possession of the Company or such other Person, unless such counsel
      knows that the certificate or opinion or representations with respect to such
      matters are erroneous.

     

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

     

    SECTION
      1.4.   Acts
      of Holders of Securities.

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Indenture to be given or taken by Holders
      of Securities may be embodied in and evidenced by one or more instruments of
      substantially similar tenor signed by such Holders in person or by an agent
      or
      proxy duly appointed in writing by such Holders. Such action shall become
      effective when such instrument or instruments is delivered to the Trustee and,
      where it is hereby expressly required, to the Company. The Trustee shall
      promptly deliver to the Company copies of all such instruments delivered to
      the
      Trustee. Such instrument or instruments (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the “Act”
of
      the
      Holders of Securities signing such instrument or instruments. Proof of execution
      of any such instrument or of a writing appointing any such agent or proxy,
      or of
      the holding by any Person of a Security, shall be sufficient for any purpose
      of
      this Indenture and (subject to Section
      5.1)
      conclusive in favor of the Trustee and the Company if made in the manner
      provided in this Section
      1.4.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

    (e)  The
      Company may set any day as the record date for the purpose of determining the
      Holders entitled to give or take any request, demand, authorization, direction,
      notice, consent, waiver or other action, or to vote on any action, authorized
      or
      permitted by this Indenture to be given or taken by Holders. Promptly and in
      any
      case not later than ten (10) days after setting a record date, the Company
      shall
      notify the Trustee and the Holders of such record date. If not set by the
      Company prior to the first solicitation of a Holder made by any Person in
      respect of any such action, or, in the case of any such vote, prior to such
      vote, the record date for any such action or vote shall be the thirtieth (30th)
      day (or, if later, the date of the most recent list of Holders required to
      be
      provided pursuant to Section
      13.1)
      prior
      to such first solicitation or vote, as the case may be. With regard to any
      record date, the Holders on such date (or their duly appointed agents or
      proxies), and only such Persons, shall be entitled to give or take, or vote
      on,
      the relevant action, whether or not such Holders remain Holders after such
      record date. Notwithstanding the foregoing, the Company shall not set a record
      date for, and the provisions of this paragraph shall not apply with respect
      to,
      any notice, declaration or direction referred to in the next
      paragraph.

     

    Upon
      receipt by the Trustee from any Holder of (1) any Notice of Default or breach
      referred to in
      Section 4.1(d),
      if such
      default or breach has occurred and is continuing and the Trustee shall not
      have
      given such a notice to the Company, (2) any declaration of acceleration referred
      to in
      Section 4.2,
      if an
      Event of Default has occurred and is continuing and the Trustee shall not have
      given such a declaration to the Company, or (3) any direction referred to in
      Section
      4.12,
      if the
      Trustee shall not have taken the action specified in such direction, then,
      with
      respect to clauses (2) and (3), a record date shall automatically and without
      any action by the Company or the Trustee be set for determining the Holders
      entitled to join in such declaration or direction, which record date shall
      be
      the close of business on the tenth (10th) day (or, if such day is not a Business
      Day, the next succeeding Business Day) following the day on which the Trustee
      receives such declaration or direction, and, with respect to clause (1), the
      Trustee may set any day as a record date for the purpose of determining the
      Holders entitled to join in such Notice of Default. Promptly after such receipt
      by the Trustee of any such declaration or direction referred to in clause (2)
      or
      (3), and promptly after setting any record date with respect to clause (1),
      and
      as soon as practicable thereafter, the Trustee shall notify the Company and
      the
      Holders of any such record date so fixed. The Holders on such record date (or
      their duly appointed agents or proxies), and only such Persons, shall be
      entitled to join in such notice, declaration or direction, whether or not such
      Holders remain Holders after such record date;
      provided,
      however,
      that,
      unless such notice, declaration or direction shall have become effective by
      virtue of Holders of the requisite principal amount of Securities on such record
      date (or their duly appointed agents or proxies) having joined therein on or
      prior to the ninetieth (90th) day after such record date, such notice,
      declaration or direction shall automatically and without any action by any
      Person be cancelled and of no further effect. Nothing in this paragraph shall
      be
      construed to prevent a Holder (or a duly appointed agent or proxy thereof)
      from
      giving, before or after the expiration of such 90-day period, a notice,
      declaration or direction contrary to or different from, or, after the expiration
      of such period, identical to, the notice, declaration or direction to which
      such
      record date relates, in which event a new record date in respect thereof shall
      be set pursuant to this paragraph. In addition, nothing in this paragraph shall
      be construed to render ineffective any notice, declaration or direction of
      the
      type referred to in this paragraph given at any time to the Trustee and the
      Company by Holders (or their duly appointed agents or proxies) of the requisite
      principal amount of Securities on the date such notice, declaration or direction
      is so given.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

       

    

    (f)  Except
      as
      provided in Sections
      4.2
      and
4.13,
      any
      request, demand, authorization, direction, notice, consent, election, waiver or
      other Act of the Holder of any Security shall bind every future Holder of the
      same Security and the Holder of every Security issued upon the registration
      of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done, omitted or suffered to be done by the Trustee or the Company
      in
      reliance thereon, whether or not notation of such action is made upon such
      Security.

     

    SECTION
      1.5.   Notices,
      Etc., to Trustee, Company and Guarantors.

     

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

     

    (a)  the
      Trustee by any Holder of Securities or by the Company shall be sufficient for
      every purpose hereunder if made, given, furnished or filed in writing to or
      with
      the Trustee and received at the Corporate Trust Office, Attention: Corporate
      Trust Services (Acquicor Technology Inc. - 8% Convertible Senior Notes Due
      2011), and shall be deemed given when received; or

     

    (b)  the
      Company by the Trustee or by any Holder of Securities shall be sufficient for
      every purpose hereunder (unless otherwise herein expressly provided) if in
      writing, mailed, first-class postage prepaid, or telecopied and confirmed by
      mail, first-class postage prepaid, or delivered by hand or overnight courier,
      addressed to the Company and for any Guarantors at 4910 Birch St., Suite 102,
      Newport Beach, CA 92660, Attention: General Counsel (telecopy no.: (949)
      266-9020), or at any other address previously furnished in writing to the
      Trustee by the Company, and shall be deemed given when received.

     

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

     

    
      
        
        

      

      
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    SECTION
      1.6.   Notice
      to Holders of Securities; Waiver.

     

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

     

    Neither
      the failure to mail such notice, nor any defect in any notice so mailed, to
      any
      particular Holder of a Registered Security shall affect the sufficiency of
      such
      notice with respect to other Holders of Registered Securities. In case by reason
      of the suspension of regular mail service or by reason of any other cause it
      shall be impracticable to give such notice by mail, then such notification
      to
      Holders of Registered Securities as shall be made with the approval of the
      Trustee, which approval shall not be unreasonably withheld or delayed, shall
      constitute a sufficient notification to such Holders for every purpose
      hereunder.

     

    Such
      notice shall be deemed to have been given when such notice is
      mailed.

     

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

     

    SECTION
      1.7.   Effect
      of Headings and Table of Contents.

     

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

     

    SECTION
      1.8.   Successors
      and Assigns.

     

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

     

    SECTION
      1.9.   Separability
      Clause.

     

    In
      case
      any provision in this Indenture, the Securities and the Subsidiary Guarantees
      shall be invalid, illegal or unenforceable, the validity, legality and
      enforceability of the remaining provisions shall not in any way be affected
      or
      impaired thereby.

     

    SECTION
      1.10.   Benefits
      of Indenture.

     

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

     

    
      
        
        

      

      
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    SECTION
      1.11.   Governing
      Law.

     

    THIS
      INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY
      AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED
      STATES OF AMERICA, INCLUDING, WITHOUT LIMITATION, THE NEW YORK GENERAL
      OBLIGATIONS LAW §5-1401.

     

    SECTION
      1.12.   Legal
      Holidays.

     

    In
      any
      case where any Interest Payment Date, Repurchase Date, Redemption Date or Stated
      Maturity of any Security or the last day on which a Holder of a Security has
      a
      right to convert his Security shall not be a Business Day at a Place of Payment
      or Place of Conversion, as the case may be, then (notwithstanding any other
      provision of this Indenture or of the Securities) payment of principal of,
      premium, if any, or interest on, or the payment of the Repurchase Price or
      Redemption Price (whether the same is payable in cash or in shares of Common
      Stock, the Successor Common Stock or a combination thereof or otherwise) with
      respect to, or delivery for conversion of, such Security need not be made at
      such Place of Payment or Place of Conversion, as the case may be, on or by
      such
      day, but may be made on or by the next succeeding Business Day at such Place
      of
      Payment or Place of Conversion, as the case may be, with the same force and
      effect as if made on the Interest Payment Date, Redemption Date or Repurchase
      Date, or at the Stated Maturity or by such last day for conversion; provided,
      however,
      that in
      the case that payment is made on such succeeding Business Day, no interest
      shall
      accrue on the amount so payable for the period from and after such Interest
      Payment Date, Redemption Date, Repurchase Date, Stated Maturity or last day
      for
      conversion, as the case may be.

     

    SECTION
      1.13.   Conflict
      with Trust Indenture Act.

     

    If
      any
      provision hereof limits, qualifies or conflicts with a provision of the Trust
      Indenture Act that is required under such act to be a part of and govern this
      Indenture, the latter provision shall control. If any provision of this
      Indenture modifies or excludes any provision of the Trust Indenture Act that
      may
      be so modified or excluded, the latter provision shall be deemed to apply to
      this Indenture as so modified or to be excluded, as the case may be. Until
      such
      time as this Indenture shall be qualified under the Trust Indenture Act, this
      Indenture, the Company and the Trustee shall be deemed for all purposes hereof
      to be subject to and governed by the Trust Indenture Act to the same extent
      as
      would be the case if this Indenture were so qualified on the date hereof, except
      that prior to the filing of the Shelf Registration Statement pursuant to the
      Registration Rights Agreement, the Company will not comply with Section 314(d)
      of the Trust Indenture Act. 

     

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

     

    SECTION
      1.15.   No
      Recourse.

     

    An
      incorporator, director, officer, Affiliate or stockholder of the Company or
      a
      guarantor, solely by reason of this status, shall not have any liability for
      any
      obligations of the Company or any Guarantor under the Securities, this
      Indenture, the Subsidiary Guarantees or for any claim based on, in respect
      of or
      by reason of such obligations or their creation. By accepting a Security, each
      Holder waives and releases all such liability. The waiver and release are part
      of the consideration for the issue of the Securities. This waiver and release
      does not extend to any claim arising under any federal or state securities
      laws.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      2.

    THE
      SECURITIES

     

    SECTION
      2.1.   Form
      Generally.

     

    The
      Securities and the Trustee’s certificate of authentication shall be in
      substantially the form set forth in Exhibit
      A
      hereto,
      which Exhibit is incorporated into this Indenture, with such appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted by this Indenture, and may have such letters, numbers or other marks
      of identification and such legends or endorsements placed thereon as may be
      required to comply with the rules of any securities exchange or the Internal
      Revenue Code of l986, as amended, and regulations thereunder (the “Code”),
      or as
      may, consistently herewith, be determined by the officers executing such
      Securities, as evidenced by their execution thereof. All Securities shall be
      issued in registered form, as opposed to bearer form, and shall sometimes be
      referred to as the “Registered
      Securities.”

     

    The
      Securities shall be printed, lithographed, typewritten or engraved or produced
      by any combination of these methods on steel engraved borders, if so required
      by
      any securities exchange upon which the Securities may be listed, or may be
      produced in any other manner permitted by the rules of any such securities
      exchange, or, if the Securities are not listed on a securities exchange, in
      any
      other manner approved by the Company, all as determined by the officers
      executing such Securities, as evidenced by their execution thereof.

     

    Upon
      their original issuance, Securities shall be issued in the form of one or more
      Global Securities without interest coupons and shall be registered in the name
      of DTC, as Depositary, or its nominee and deposited with the Trustee, as
      custodian for DTC, for credit by DTC to the respective accounts of beneficial
      owners of the Securities represented thereby (or such other accounts as they
      may
      direct). Such Global Security, together with its Successor Securities that
      are
      Global Securities, are collectively herein called the “Restricted
      Global Security
      .”

     

    SECTION
      2.2.   Title
      and Terms.

     

    The
      aggregate principal amount of Securities that may be authenticated and delivered
      under this Indenture is limited to U.S.$145,000,000 (or such greater amount
      necessary to reflect exercise of the Initial Purchasers’ over-allotment option
      in compliance with the Purchase Agreement, but not in excess of
      U.S.$21,750,000), except for Securities authenticated and delivered in exchange
      for, or in lieu of, other Securities pursuant to Sections
      2.5,
      2.6,
      2.7,
      7.5,
      10.2,
      12.2(e)
      or
14.8.

     

    The
      Securities shall be known and designated as the “8% Convertible Senior Notes due
      2011” of the Company. Their Stated Maturity shall be December 31, 2011 and they
      shall bear interest on their principal amount from the date of issuance, payable
      semiannually in arrears on June 30 and December 31 in each year, commencing
      June
      30, 2007, at the rate of 8% per annum until the principal thereof is due and
      at
      the rate then in effect on any overdue principal and, to the extent permitted
      by
      law, on any overdue interest; provided,
      however,
      that
      (i) payments shall only be made on Business Days as provided in Section
      1.12
      and (ii)
      upon the occurrence of a Special Mandatory Redemption, Escrow Interest shall
      be
      paid in lieu of interest as described above. 

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

       

    

    The
      principal of, premium, if any, and interest on the Securities shall be payable
      as provided in the form of Securities attached hereto as
      Exhibit A,
      and the
      Redemption Price or the Repurchase Price, as applicable, shall be payable at
      such places as are identified in the Company Notice given pursuant to
Section
      12.2
      (any
      city in which any Paying Agent is located being herein called a “Place
      of Payment”).

     

    Whenever
      in this Indenture there is mentioned, in any context, the payment of the
      principal of or interest on, or in respect of, the Securities, such mention
      shall be deemed to include mention of the payment of Special Interest provided
      for under Section 4.2
      and
      Additional Interest pursuant to the Registration Rights Agreement to the extent
      that, in such context, Special Interest or Additional Interest is, were or
      would
      be payable in respect thereof pursuant to the provisions of Section 4.2 or
      the Registration Rights Agreement and express mention of the payment of Special
      Interest or Additional Interest in any provisions hereof shall not be construed
      as excluding Special Interest or Additional Interest in those provisions hereof
      where such express mention is not made.

     

    The
      Registrable Securities are entitled to the benefits of a Registration Rights
      Agreement as provided by the form of Securities attached hereto as Exhibit
      A.

     

    The
      Securities shall be redeemable at the option of the Company, as provided in
      Article
      XIV
      and the
      form of Securities attached hereto as Exhibit
      A.
      The
      Securities shall be mandatorily redeemable upon the occurrence of a Special
      Mandatory Redemption Event as provided in Section
      14.10.

     

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

     

    The
      Securities shall be subject to repurchase by the Company at the option of the
      Holders as provided in
      Article XII.

     

    Until
      the
      completion of the Acquisition or a Special Mandatory Redemption, the Securities
      shall be secured as provided in the Pledge and Security Agreement.

     

    SECTION
      2.3.   Denominations.

     

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

     

    SECTION
      2.4.   Execution,
      Authentication, Delivery and Dating.

     

    The
      Securities shall be executed on behalf of the Company by any Officer. Any such
      signature may be manual or facsimile.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

       

    

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

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities executed by the Company to the Trustee or
      to
      its order for authentication, together with a Company Order for the
      authentication and delivery of such Securities, which Company Order shall set
      forth the number of separate Securities certificates, the principal amount
      of
      each of the Securities to be authenticated, the date on which the original
      issue
      of Securities is to be authenticated, the registered holder of each of the
      said
      Securities, and delivery instructions, and the Trustee in accordance with such
      Company Order shall authenticate and make available for delivery such Securities
      as provided in this Indenture and not otherwise.

     

    Each
      Security shall be dated the date of its authentication.

     

    No
      Security shall be entitled to any benefit under this Indenture or be valid
      or
      obligatory for any purpose unless there appears on such Security a certificate
      of authentication substantially in the form provided for herein executed by
      the
      Trustee by manual signature of an authorized signatory, and such certificate
      upon any Security shall be conclusive evidence, and the only evidence, that
      such
      Security has been duly authenticated and delivered hereunder.

     

    SECTION
      2.5.   Global
      Securities.

     

    Each
      Global Security authenticated under this Indenture shall be registered in the
      name of the Depositary designated by the Company for such Global Security or
      a
      nominee thereof and delivered to such Depositary or a nominee thereof or
      custodian therefor, and each such Global Security shall constitute a single
      Security for all purposes of this Indenture.

     

    Notwithstanding
      any other provision in this Indenture, no Global Security may be exchanged
      in
      whole or in part for Securities registered, and no transfer of a Global Security
      in whole or in part may be registered, in the name of any Person other than
      the
      Depositary for such Global Security or a nominee thereof unless (A) such
      Depositary (i) has notified the Company that it is unwilling or unable to
      continue as Depositary for such Global Security or (ii) has ceased to be a
      clearing agency registered as such under the Exchange Act or announces an
      intention permanently to cease business or does in fact do so or (B) there
      shall
      have occurred and be continuing an Event of Default with respect to such Global
      Security.

     

    If
      any
      Global Security is to be exchanged for other Securities or cancelled in whole,
      it shall be surrendered by or on behalf of the Depositary or its nominee to
      the
      Trustee, as Security Registrar, for exchange or cancellation, as provided in
      this Article
      II.
      If any
      Global Security is to be exchanged for other Securities or cancelled in part,
      or
      if another Security is to be exchanged in whole or in part for a beneficial
      interest in any Global Security, in each case, as provided in Section
      2.6,
      then
      either (A) such Global Security shall be so surrendered for exchange or
      cancellation, as provided in this Article
      II,
      or (B)
      the principal amount thereof shall be reduced or increased by an amount equal
      to
      the portion thereof to be so exchanged or cancelled or equal to the principal
      amount of such other Security to be so exchanged for a beneficial interest
      therein, as the case may be, by means of an appropriate adjustment made on
      the
      records of the Trustee, as Security Registrar, whereupon the Trustee, in
      accordance with the Applicable Procedures, shall instruct the Depositary or
      its
      authorized representative to make a corresponding adjustment to its records.
      Upon any such surrender or adjustment of a Global Security, the Trustee shall,
      subject to
      Section 2.6(c)
      and as
      otherwise provided in this Article
      II,
      authenticate and make available for delivery any Securities issuable in exchange
      for such Global Security (or any portion thereof) to or upon the order of,
      and
      registered in such names as may be directed by, the Depositary or its authorized
      representative. Upon the request of the Trustee in connection with the
      occurrence of any of the events specified in the preceding paragraph, the
      Company shall promptly make available to the Trustee a reasonable supply of
      Securities that are not in the form of Global Securities. The Trustee shall
      be
      entitled to rely upon any order, direction or request of the Depositary or
      its
      authorized representative which is given or made pursuant to this Article
      II.
      

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

       

    

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

     

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

     

    SECTION
      2.6.   Registration,
      Registration of Transfer and Exchange; Restrictions on
      Transfer.

     

    (a)  The
      Company shall cause to be kept at the Corporate Trust Office a register (the
      register maintained in such office and in any other office or agency of the
      Company designated pursuant to Section
      8.2
      being
      herein sometimes collectively referred to as the “Security
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Company
      shall provide for the registration of Registered Securities and of transfers
      of
      Registered Securities. The Trustee is hereby appointed “Security
      Registrar”
for
      the
      purpose of registering Registered Securities and transfers and exchanges of
      Registered Securities as herein provided.

     

    Upon
      surrender for registration of transfer of any Security at an office or agency
      of
      the Company designated pursuant to Section
      8.2
      for such
      purpose, the Company shall execute, and the Trustee shall authenticate and
      deliver, in the name of the designated transferee or transferees, one or more
      new Securities of any authorized denominations and of a like aggregate principal
      amount and bearing such restrictive legends as may be required by this
      Indenture.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

       

    

    At
      the
      option of the Holder, and subject to the other provisions of this Section
      2.6,
      Securities may be exchanged for other Securities of any authorized denomination
      and of a like aggregate principal amount, upon surrender of the Securities
      to be
      exchanged at any such office or agency. Whenever any Securities are so
      surrendered for exchange, and subject to the other provisions of this
Section
      2.6,
      the
      Company shall execute, and the Trustee shall authenticate and make available
      for
      delivery, the Securities the Holder making the exchange is entitled to receive.
      Every Security presented or surrendered for registration of transfer or for
      exchange shall (if so required by the Company or the Security Registrar) be
      duly
      endorsed, or be accompanied by a written instrument of transfer in form
      satisfactory to the Company and the Security Registrar, duly executed by the
      Holder thereof or his attorney duly authorized in writing.

     

    All
      Securities issued upon any registration of transfer or exchange of Securities
      shall be the valid obligations of the Company, evidencing the same debt, subject
      to the other provisions of this Section
      2.6,
      and
      entitled to the same benefits under this Indenture, as the Securities
      surrendered upon such registration of transfer or exchange.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      Securities except as provided in Section
      2.7,
      but the
      Company may require payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection with any registration
      of
      transfer or exchange of Securities, other than exchanges pursuant to
Sections
      2.5,
      7.5,
      10.2,
      12.2(e),
      or
14.8
      (other
      than where the shares of Common Stock are to be issued or delivered in a name
      other than that of the Holder of the Security) not involving any transfer and
      other than any stamp and other duties, if any, that may be imposed in connection
      with any such transfer or exchange by the United States or any political
      subdivision thereof or therein, which shall be paid by the Company.

     

    (b)  
      All
      Securities shall bear the applicable Restricted Securities Legend subject to
      the
      following:

     

    (1)  subject
      to the following clauses of this Section
      2.6(b),
      a
      Security or any portion thereof that is exchanged, upon transfer or otherwise,
      for a Global Security or any portion thereof shall bear the Restricted
      Securities Legend borne by such Global Security while represented
      thereby;

     

    (2)  subject
      to the following clauses of this Section
      2.6(b),
      a new
      Security that is not a Global Security and is issued in exchange for another
      Security (including a Global Security), or any portion thereof, bearing a
      Restricted Securities Legend, upon transfer or otherwise, shall bear the
      Restricted Securities Legend borne by such other Security;

     

    (3)  any
      Securities that are sold or otherwise disposed of pursuant to an effective
      registration statement under the Securities Act (including a Shelf Registration
      Statement), together with their Successor Securities, shall not bear a
      Restricted Securities Legend; the Company shall inform the Trustee in writing
      of
      the effective date of any such registration statement registering the Securities
      under the Securities Act and shall notify the Trustee at any time when
      prospectuses may not be delivered with respect to Securities to be sold pursuant
      to such registration statement. The Trustee shall not be liable for any action
      taken or omitted to be taken by it in good faith in accordance with the
      aforementioned registration statement;

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

       

    

    (4)  at
      any
      time after the Securities may be freely transferred without registration under
      the Securities Act or without being subject to transfer restrictions pursuant
      to
      the Securities Act, a new Security that does not bear a Restricted Securities
      Legend (at the request of the Holder) may be issued in exchange for or in lieu
      of a Security (other than a Global Security) or any portion thereof that bears
      such a legend if the Trustee has received a certificate regarding the
      unrestricted nature of the Securities, satisfactory to the Trustee and duly
      executed by the Holder of such legended Security or his attorney duly authorized
      in writing, and after such date and receipt of such certificate, the Trustee
      shall authenticate and make available for delivery such a new Security in
      exchange for or in lieu of such other Security as provided in this Article
      II;

     

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

     

    (6)  notwithstanding
      the foregoing provisions of this Section
      2.6(b),
      a
      Successor Security of a Security that does not bear a particular form of
      Restricted Securities Legend shall not bear such form of legend unless the
      Company has reasonable cause to believe that such Successor Security is a
“restricted security” within the meaning of Rule 144 under the Securities Act,
      in which case the Trustee, at the direction of the Company, shall authenticate
      and make available for delivery a new Security bearing a Restricted Securities
      Legend in exchange for such Successor Security as provided in this Article
      II.

     

    (c)  Neither
      the Trustee, the Paying Agent nor any of their agents shall (1) have any duty
      to
      monitor compliance with or with respect to any federal or state or other
      securities or tax laws or (2) have any duty to obtain documentation on any
      transfers or exchanges other than as specifically required
      hereunder.

     

    SECTION
      2.7.   Mutilated,
      Destroyed, Lost or Stolen Securities.

     

    If
      any
      mutilated Security is surrendered to the Trustee, the Company shall execute
      and
      the Trustee shall authenticate and make available for delivery in exchange
      therefor a new Security of like tenor and principal amount and bearing a number
      not contemporaneously outstanding.

     

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

     

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

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

       

    

    (b)  such
      security or indemnity as may be required by either or both of the Company or
      the
      Trustee to save each of them and any agent of either of them harmless from
      any
      loss or liability which any of them may suffer if a security is replaced and
      subsequently presented or claimed for payment,

     

    then,
      in
      the absence of actual notice to the Company or the Trustee that such Security
      has been acquired by a
      bona
      fide
      purchaser, the Company shall execute and the Trustee shall authenticate and
      make
      available for delivery, in lieu of any such destroyed, lost or stolen Security,
      a new Security of like tenor and principal amount and bearing a number not
      contemporaneously outstanding.

     

    In
      case
      any such mutilated, destroyed, lost or stolen Security has become or is about
      to
      become due and payable, the Company in its discretion, but subject to any
      conversion rights, may, instead of issuing a new Security, pay such Security,
      upon satisfaction of the conditions set forth in the preceding
      paragraph.

     

    Upon
      the
      issuance of any new Security under this Section
      2.7,
      the
      Company may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto (other than any
      stamp and other duties, if any, that may be imposed in connection therewith
      by
      the United States or any political subdivision thereof or therein, which shall
      be paid by the Company) and any other expenses (including the fees and expenses
      of the Trustee) connected therewith.

     

    Every
      new
      Security issued pursuant to this Section
      2.7
      in lieu
      of any mutilated, destroyed, lost or stolen Security shall constitute an
      original additional contractual obligation of the Company, whether or not the
      mutilated, destroyed, lost or stolen Security shall be at any time enforceable
      by anyone, and such new Security shall be entitled to all the benefits of this
      Indenture equally and proportionately with any and all other Securities duly
      issued hereunder.

     

    The
      provisions of this Section
      2.7
      are
      exclusive and shall preclude (to the extent lawful) all other rights and
      remedies of any Holder with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Securities.

     

    SECTION
      2.8.   Payment
      of Interest; Interest Rights Preserved.

     

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

     

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

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

       

    

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

     

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

     

    Subject
      to provisions of Section
      2.6,
      the
      foregoing provisions of this Section
      2.8
      and the
      next two paragraphs, each Security delivered under this Indenture upon
      registration of transfer of or in exchange for or in lieu of any other Security
      shall carry the rights to interest accrued and unpaid, and to accrue, that
      were
      carried by such other Security.

     

    Interest
      on any Security that is converted in accordance with Section
      10.2
      during a
      Record Date Period shall be payable in accordance with the provisions of
Section
      10.2.

     

    Escrow
      Interest payable with respect to a Special Mandatory Redemption shall be paid
      as
      provided in Article
      XIV
      and the
      Escrow Agreement.

     

    SECTION
      2.9.   Persons
      Deemed Owners.

     

    Prior
      to
      due presentment of a Security for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name such Security is registered as the owner of such Security for the
      purpose of receiving payment of principal of, premium, if any, and (subject
      to
Section
      2.8)
      interest on such Security and for all other purposes whatsoever, whether or
      not
      such Security be overdue, and neither the Company, the Trustee nor any agent
      of
      the Company or the Trustee shall be affected by notice to the
      contrary.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

       

    

    SECTION
      2.10.   Cancellation.

     

    All
      Securities surrendered for payment, repurchase, redemption, registration of
      transfer or exchange or conversion shall, if surrendered to any Person other
      than the Trustee, be delivered to the Trustee. All Securities so delivered
      to
      the Trustee shall be cancelled promptly by the Trustee. No Securities shall
      be
      authenticated in lieu of or in exchange for any Securities cancelled as provided
      in this Section
      2.10.
      The
      Trustee shall dispose of all cancelled Securities in accordance with applicable
      law and its customary practices in effect from time to time.

     

    SECTION
      2.11.   Computation
      of Interest.

     

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

     

    SECTION
      2.12.   CUSIP
      Numbers.

     

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

     

    ARTICLE
      3.

    SATISFACTION
      AND DISCHARGE

     

    SECTION
      3.1.   Satisfaction
      and Discharge of Indenture.

     

    This
      Indenture shall upon Company Request cease to be of further effect (except
      as to
      any surviving rights of conversion, or registration of transfer or exchange,
      or
      replacement of Securities herein expressly provided for and the Company’s
      obligations to the Trustee pursuant to Section
      5.7),
      and
      the Trustee, at the expense of the Company, shall execute proper instruments
      in
      form and substance reasonably satisfactory to the Trustee acknowledging
      satisfaction and discharge of this Indenture, when:

     

    (a)  either:

     

    (1)  all
      Securities theretofore authenticated and delivered (other than (A) Securities
      that have been destroyed, lost or stolen and that have been replaced or paid
      as
      provided in Section
      2.7
      and (B)
      Securities for whose payment money has theretofore been deposited in trust
      or
      segregated and held in trust by the Company and thereafter repaid to the Company
      or discharged from such trust, as provided in Section
      8.3)
      have
      been delivered to the Trustee for cancellation; or

     

    
      
        
        

      

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

     

    
      	 	
              (i)

            	
              
                
                  have
                    become due and payable;
                    or

                

              

            


    

     

    
      	 	
              (ii)

            	
              
                will
                  have become due and payable at their Stated Maturity within one
                  (1)
                  year;

              

            


    

     

    and
      the
      Company, in the case of clause (i) or (ii) above, has deposited or caused to
      be
      deposited with the Trustee as trust funds (immediately available to the Holders
      in the case of clause (i) above) an amount sufficient to pay and discharge
      the
      entire principal, premium, if any, and interest (including any Other Interest),
      if any, on such Securities not theretofore delivered to the Trustee for
      cancellation, to the date of such deposit (in the case of Securities that have
      become due and payable) or to the Stated Maturity; and

     

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

     

    (c)  the
      Company has delivered to the Trustee an Officer’s Certificate stating that all
      conditions precedent herein provided for relating to the satisfaction and
      discharge of this Indenture have been complied with.

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section
      5.7,
      the
      obligations of the Company to any Authenticating Agent under Section
      5.12,
      the
      obligations of the Trustee under Section
      3.2
      and the
      last paragraph of Section
      8.3,
      if
      money shall have been deposited with the Trustee pursuant to clause (a)(2)
      of
      this Section
      3.1,
      the
      obligations of the Company and the Trustee and the rights of the Holders under
      Article
      IV
      and the
      obligations of the Company and the Trustee under Section
      2.6
      and
Article
      X
      shall
      survive. Funds held in trust pursuant to this Section
      3.1
      are not
      subject to the provisions of Article
      XI.

     

    SECTION
      3.2.   Application
      of Trust Money.

     

    Subject
      to the provisions of the last paragraph of Section
      8.3,
      all
      money deposited with the Trustee pursuant to Section
      3.1
      shall be
      held in trust and applied by it, in accordance with the provisions of the
      Securities and this Indenture, to the payment, either directly or through any
      Paying Agent (including the Company acting as its own Paying Agent), to the
      Persons entitled thereto, of the principal, premium, if any, and interest
      (including Other Interest, if any) for whose payment such money has been
      deposited with the Trustee.

     

    All
      moneys deposited with the Trustee pursuant to Section
      3.1
      (and
      held by it or any Paying Agent) for the payment of Securities subsequently
      converted shall be returned to the Company upon Company Request.

     

    
      
        
        

      

      
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    ARTICLE
      4.

    REMEDIES

     

    SECTION
      4.1.   Events
      of Default.

     

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

     

    (a)  default
      in the payment of the principal of or premium, if any, on any Security at its
      Maturity or in the event of a Special Mandatory Redemption; or

     

    (b)  default
      in the payment of any interest (including Special Interest) if any, upon any
      Security when it becomes due and payable, and continuance of such default for
      a
      period of thirty (30) days; or

     

    (c)  default
      in the Company’s obligation to deliver the settlement amount upon conversion of
      the Securities, together with cash in respect of any fractional shares, upon
      conversion of any Securities, and continuance of such default for a period
      of
      five (5) Business Days;

     

    (d)  failure
      by the Company to give the Company Notice in accordance with Section
      12.2;
      or

     

    (e)  default
      in the performance, or breach, of any covenant of the Company or any Subsidiary
      in this Indenture (other than a covenant of default in the performance or breach
      of which is specifically dealt with elsewhere in this Section
      4.1),
      or in
      the payment of Other Interest when due, and continuance of such default or
      breach for a period of sixty (60) days after there has been given, by registered
      or certified mail, to the Company by the Trustee or to the Company and the
      Trustee by the Holders of at least twenty-five percent (25%) in aggregate
      principal amount of the Outstanding Securities, a written notice specifying
      such
      default or breach and requiring it to be remedied and stating that such notice
      is a “Notice
      of Default”
      hereunder; or

     

    (f)  (x)
      failure of the Company or any Subsidiary to make any payment, by the end of
      any
      applicable grace period, with respect to any indebtedness under any bond,
      debenture, note or similar instrument or other indebtedness (other than
      non-recourse obligations) for money borrowed, in an amount outstanding in excess
      of U.S.$5,000,000, whether such indebtedness now exists or shall hereafter
      be
      created, if such failure continues for a period of thirty (30) days or more,
      or
      (y) the acceleration of indebtedness in an amount in excess of $5.0 million
      because of a default with respect to such indebtedness and such indebtedness
      is
      not discharged or such acceleration is not cured, waived, rescinded or annulled
      within a period of thirty (30) days after there shall have been given, by
      registered or certified mail, to the Company by the Trustee or to the Company
      and the Trustee by the Holders of at least twenty-five percent (25%) in
      aggregate principal amount of the Outstanding Securities a written notice
      specifying such default and requiring the Company to cause such indebtedness
      to
      be discharged or such acceleration to cease or be cured, waived, rescinded
      or
      annulled and stating that such notice is a “Notice of Default” hereunder;
provided
      that,
      if any
      such failure or acceleration referred to in (x) or (y) above shall cease or
      be
      cured, waived, rescinded or annulled, then the event of default by reason
      thereof shall be deemed not to have occurred; or

     

    
      
        
        

      

      
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    (g)  the
      entry
      by a court having jurisdiction in the premises of (1) a decree or order for
      relief in respect of the Company or any Significant Subsidiary in an involuntary
      case or proceeding under any applicable federal or state bankruptcy, insolvency,
      reorganization or other similar law or (2) a decree or order adjudging the
      Company or any Significant Subsidiary a bankrupt or insolvent, or approving
      as
      properly filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Company or any Significant Subsidiary under
      any applicable federal or state law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or any Significant Subsidiary or of any substantial part of its
      property, or ordering the winding up or liquidation of its affairs, and the
      continuance of any such decree or order for relief or any such other decree
      or
      order unstayed and in effect for a period of sixty (60) consecutive days;
      or

     

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

     

    SECTION
      4.2.   Acceleration
      of Maturity; Rescission and Annulment.

     

    If
      an
      Event of Default (other than an Event of Default specified in Section
      4.1(g)
      or
      4.1(h)
      occurs
      and is continuing, then in every such case the Trustee or the Holders of not
      less than twenty-five percent (25%) in principal amount of the Outstanding
      Securities may declare the principal of all the Securities to be due and payable
      immediately, by a notice in writing to the Company (and to the Trustee if given
      by the Holders), and upon any such declaration, such principal and all accrued
      and unpaid interest and Additional Interest thereon shall become immediately
      due
      and payable. If an Event of Default specified in Sections
      4.1(g)
      or
4.1(h)
      with
      respect to the Company occurs, the principal of, and accrued and unpaid interest
      and Additional Interest on, all the Securities shall
      ipso
      facto
      become
      immediately due and payable without any declaration or other Act of the Holder
      or any act on the part of the Trustee.

     

    Notwithstanding
      the foregoing, the sole remedy for an Event of Default specified in Section 4.1(e)
      relating
      to the failure by the Company to comply with its obligations under Section 8.6
      and for
      any failure by the Company to comply with the requirements of
      Section 314(a)(1) of the Trust Indenture Act, shall for the first 120 days
      after the occurrence and during the continuance of such an Event of Default
      consist exclusively of the right to receive special interest on the Securities
      at an annual rate equal to 0.50% of the principal amount of the Securities
      then
      Outstanding (the “Special Interest”). The Special Interest will be in addition
      to any Additional Interest that may accrue and be payable under the Registration
      Rights Agreement and will be payable in the same manner as Additional Interest
      accruing under the Registration Rights Agreement. The Special Interest will
      accrue on all Outstanding Securities from and including the date on which an
      Event of Default relating to a failure to comply with the obligations under
      Section 8.6
      or the
      failure to comply with the requirements of Section 314(a)(1) of the Trust
      Indenture Act first occurs to but not including the 120th
      day
      thereafter (or such earlier date on which the Event of Default relating to
      such
      obligations shall have been cured or waived pursuant to Section 4.13).
      After
      the 120th
      day (or
      earlier, if such Event of Default is cured or waived pursuant to Section 4.13
      on or
      before such 120th
      day),
      such Special Interest will cease to accrue and, if such Event of Default has
      not
      been cured or waived pursuant to Section 4.13
      prior to
      such 120th
      day, then the Trustee or the Holders of not less than 25% in principal
      amount of the Outstanding Securities may declare the principal of and accrued
      and unpaid interest and Special Interest on all such Securities to be due and
      payable immediately. This paragraph shall not affect the rights of Holders
      in
      the event of the occurrence of any other Event of Default and shall have no
      effect on the rights of Holders under the Registration Rights Agreement;
provided,
      however,
      that in
      no event will the rate of Special Interest accruing on the Securities pursuant
      to this Section 4.2
      and the
      Registration Rights Agreement at any time exceed 0.50% per annum in the
      aggregate. If Special Interest is payable under this Section 4.2,
      the
      Company shall deliver to the Trustee a certificate to that effect stating
      (i) the amount of Special Interest that is payable and (ii) the date
      on which Special Interest is payable. Unless and until a Responsible Officer
      of
      the Trustee receives at the Corporate Trust Office such a certificate, the
      Trustee may assume without inquiry that no Special Interest is payable. If
      Special Interest has been paid by the Company directly to the Persons entitled
      to it the Company shall deliver to the Trustee a certificate setting forth
      the
      particulars of such payment.

     

    
      
        
        

      

      
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    This
      Section
      4.2
      is
      subject to the conditions that if, at any time after a declaration of
      acceleration has been made and before a judgment or decree for payment of the
      money due has been obtained by the Trustee as hereinafter in this Article
      IV
      provided, the Holders of a majority in principal amount of the Outstanding
      Securities, by written notice to the Company and the Trustee, may rescind and
      annul such declaration of acceleration and its consequences if:

     

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

     

    (1)  all
      overdue interest, if any, on all Securities;

     

    (2)  the
      principal of and premium, if any, on any Securities that have become due
      otherwise than by such declaration of acceleration and any interest thereon at
      the rate borne by the Securities;

     

    (3)  to
      the
      extent permitted by applicable law, interest upon overdue interest at the rate
      then in effect and any Additional Interest then due; and

     

    
      
        
        

      

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

     

    (b)  all
      Events of Default (other than the non-payment of the principal of, and any
      premium and interest on Securities that have become due solely by such
      declaration of acceleration) have been cured or waived as provided in
Section
      4.13.

     

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

     

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

     

    The
      Company covenants that if:

     

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

     

    (b)  default
      is made in the payment of the principal of or premium, if any, on any Security
      at the Maturity thereof;

     

    the
      Company will upon demand by the Trustee, pay to the Trustee, for the benefit
      of
      the Holders of such Securities, the whole amount then due and payable on such
      Securities for principal, premium, if any, and interest on any overdue
      principal, premium, if any, and, to the extent permitted by applicable law,
      on
      any overdue interest at the rate then in effect, and in addition thereto, such
      further amount as shall be sufficient to cover the reasonable costs and expenses
      of collection, including the reasonable compensation, expenses, disbursements
      and advances of the Trustee, its agents and its counsel.

     

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

     

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

     

    SECTION
      4.4.   Trustee
      May File Proofs of Claim.

     

    In
      case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relating to the Company or any other obligor upon the Securities
      or
      the property of the Company or of such other obligor or the creditors of either,
      the Trustee (whether or not the principal of, and any interest on, the
      Securities shall then be due and payable as therein expressed or by declaration
      or otherwise and whether or not the Trustee shall have made any demand on the
      Company for the payment of overdue principal or interest) shall be entitled
      and
      empowered, by intervention in such proceeding or otherwise:

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

       

    

    (a)  to
      file
      and prove a claim for the whole amount of principal, premium, if any, and
      interest owing and unpaid in respect of the Securities and take such other
      actions, including participating as a member, voting or otherwise, of any
      official committee of creditors appointed in such matter, and to file such
      other
      papers or documents, in each of the foregoing cases, as may be necessary or
      advisable in order to have the claims of the Trustee (including any claim for
      the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and its counsel) and of the Holders of Securities allowed
      in
      such judicial proceeding; and

     

    (b)  to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claim and to distribute the same; and any custodian, receiver, assignee,
      trustee, liquidator, sequestrator or other similar official in any such judicial
      proceeding is hereby authorized by each Holder of Securities to make such
      payments to the Trustee and, in the event that the Trustee shall consent to
      the
      making of such payments directly to the Holders of Securities, to pay to the
      Trustee any amount due to it for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and its counsel and any
      other amounts due the Trustee under
      Section 5.7.

     

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

     

    SECTION
      4.5.   Trustee
      May Enforce Claims without Possession of Securities.

     

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

     

    SECTION
      4.6.   Application
      of Money Collected.

     

    Subject
      to Article
      XI,
      any
      money collected by the Trustee pursuant to this Article
      IV
      shall be
      applied in the following order, at the date or dates fixed by the Trustee and,
      in case of the distribution of such money on account of principal, premium,
      if
      any, or interest, upon presentation of the Securities and the notation thereon
      of the payment if only partially paid and upon surrender thereof if fully
      paid:

     

    FIRST:
      to
      the payment of all amounts due the Trustee under Section
      5.7;

     

    
      
        
        

      

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

     

    THIRD:
      any remaining amounts shall be repaid to the Company.

     

    SECTION
      4.7.   Limitation
      on Suits.

     

    No
      Holder
      of any Security shall have any right to institute any proceeding, judicial
      or
      the like, with respect to this Indenture, or for the appointment of a receiver
      or trustee, or for any other remedy hereunder, unless:

     

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

     

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

     

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

     

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

     

    (e)  the
      Trustee has not received any direction inconsistent with such written request
      from the Holders of a majority of the aggregate principal amount of the
      Outstanding Securities during the 60-day period referred to in (d)
      above;

     

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

     

    SECTION
      4.8.   Unconditional
      Right of Holders to Receive Principal, Premium and Interest and to
      Convert.

     

    Notwithstanding
      any other provision in this Indenture, the Holder of any Security shall have
      the
      right, which is absolute and unconditional, to receive payment of the principal
      of, premium, if any, and (subject to Section
      2.8)
      interest on such Security on the respective Stated Maturities expressed in
      such
      Security (or, in the case of repurchase or redemption, on the Repurchase Date
      or
      the Redemption Date, respectively), and to convert such Security in accordance
      with Article
      X,
      and to
      institute suit for the enforcement of any such payment and right to convert,
      and
      such rights shall not be impaired without the consent of such
      Holder.

     

    
      
        
        

      

      
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    SECTION
      4.9.   Restoration
      of Rights and Remedies.

     

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

     

    SECTION
      4.10.   Rights
      and Remedies Cumulative.

     

    Except
      as
      otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Securities in the last paragraph of Section
      2.7,
      no
      right or remedy herein conferred upon or reserved to the Trustee or to the
      Holders of Securities is intended to be exclusive of any other right or remedy,
      and every right and remedy shall, to the extent permitted by law, be cumulative
      and in addition to every other right and remedy given hereunder or now or
      hereafter existing at law or in equity or otherwise. The assertion or employment
      of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy.

     

    SECTION
      4.11.   Delay
      or Omission Not Waiver.

     

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

     

    SECTION
      4.12.   Control
      by Holders of Securities.

     

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

     

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

     

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

     

    (c)  the
      Trustee need not take any action which might expose it to personal liability,
      without the prior receipt of satisfactory indemnity (as determined by the
      Trustee in its sole discretion) from Holders requesting such action, or be
      unduly prejudicial to the Holders of Securities of such series not joining
      therein.

     

    
      
        
        

      

      
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    SECTION
      4.13.   Waiver
      of Past Defaults.

     

    The
      Holders, either (a) through the written consent of not less than a majority
      in
      principal amount of the Outstanding Securities or (b) by the adoption of a
      resolution, at a meeting of Holders of the Outstanding Securities at which
      a
      quorum is present, by the Holders of at least a majority in principal amount
      of
      the Outstanding Securities represented at such meeting, may on behalf of the
      Holders of all the Securities waive any past default hereunder and its
      consequences, except a default (1) in the payment of the principal of, premium,
      if any, interest (including Other Interest) or the Repurchase Price on any
      Security or (2) in respect of a covenant or provision hereof that under
Article
      VII
      cannot
      be modified or amended without the consent of the Holder of each Outstanding
      Security affected.

     

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

     

    SECTION
      4.14.   Undertaking
      for Costs.

     

    All
      parties to this Indenture agree, and each Holder of any Security by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken,
      suffered or omitted by it as Trustee, the filing by any party litigant in such
      suit of an undertaking to pay the costs of such suit, and that such court may
      in
      its discretion assess reasonable costs, including reasonable attorneys’ fees and
      expenses, against any party litigant in such suit, having due regard to the
      merits and good faith of the claims or defenses made by such party litigant;
      but
      the provisions of this Section
      4.14
      shall
      not apply to any suit instituted by the Company, to any suit instituted by
      the
      Trustee, to any suit instituted by any Holder, or group of Holders, holding
      in
      the aggregate more than ten percent (10%) in principal amount of the Outstanding
      Securities, or to any suit instituted by any Holder of any Security for the
      enforcement of the payment of the principal of, premium, if any, or interest
      on
      any Security on or after the respective Stated Maturity or Maturities expressed
      in such Security (or, in the case of repurchase, on or after the Repurchase
      Date) or for the enforcement of the right to convert any Security in accordance
      with Article
      X.

     

    SECTION
      4.15.   Waiver
      of Stay, Usury or Extension Laws.

     

    The
      Company covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any stay, usury or extension law wherever enacted,
      now
      or at any time hereafter in force, that may affect the covenants or the
      performance of this Indenture; and the Company (to the extent that it may
      lawfully do so) hereby expressly waives all benefit or advantage of any such
      law
      and covenants that it will not hinder, delay or impede by reason of such law
      the
      execution of any power herein granted to the Trustee but will suffer and permit
      the execution of every such power as though no such law had been
      enacted.

     

    
      
        
        

      

      
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    ARTICLE
      5.

    THE
      TRUSTEE

     

    SECTION
      5.1.   Certain
      Duties and Responsibilities.

     

    (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 permissive
      rights of the Trustee hereunder shall not constitute performance duties;
      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 that 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
      not to verify the contents thereof.

     

    (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 man would exercise
      or
      use under the circumstances in the conduct of his 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
      paragraph (c) shall not be construed to limit the effect of paragraph (a) of
      this Section
      5.1;

     

    (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 Securities relating to the
      time,
      method and place of conducting any proceeding for any remedy available to the
      Trustee, or exercising any trust or power conferred upon the Trustee, under
      this
      Indenture; and

     

    (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.

     

    
      
        
        

      

      
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    (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
      5.1.

     

    SECTION
      5.2.   Notice
      of Defaults.

     

    Within
      ninety (90) days after the occurrence of any default hereunder as to which
      a
      Responsible Officer of the Trustee has actually received written notice, the
      Trustee shall give to all Holders of Securities, in the manner provided in
      Section
      1.6,
      notice
      of such default, unless such default shall have been cured or
      waived;
      provided,
      however,
      that,
      except in the case of a default in the payment of the principal of, premium,
      if
      any, or interest on any Security, the Trustee shall be protected in withholding
      such notice if and so long as the board of directors, the executive committee
      or
      a trust committee of directors or Responsible Officers of the Trustee in good
      faith determines that the withholding of such notice is in the interest of
      the
      Holders. For the purpose of this Section
      5.2,
      the
      term “default” means any event that is, or after notice or lapse of time or both
      would become, an Event of Default.

     

    SECTION
      5.3.   Certain
      Rights of Trustee.

     

    Subject
      to the provisions of Section
      5.1:

     

    (a)  the
      Trustee may conclusively rely and shall be protected in acting or refraining
      from acting upon any resolution, Officer’s Certificate, other certificate,
      statement, instrument, opinion, report, notice, request, direction, consent,
      order, bond, debenture, note, coupon, other evidence of Indebtedness or other
      paper or document believed by it to be genuine and to have been signed or
      presented by the proper party or parties;

     

    (b)  any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order and any resolution of the Board
      of Directors shall be sufficiently evidenced by a Board Resolution;

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (f)  the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note, coupon,
      other
      evidence of Indebtedness or other paper or document, but the Trustee may make
      such further inquiry or investigation into such facts or matters as it may
      see
      fit, and, if the Trustee shall determine to make such further inquiry or
      investigation, it shall be entitled to examine the books, records and premises
      of the Company, personally or by agent or attorney; 

     

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

     

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

     

    (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 Securities 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 an Officer’s Certificate setting
      forth the names of individuals and/or titles of officers authorized at such
      time
      to take specified actions pursuant to this Indenture, which Officer’s
      Certificate may be signed by any person authorized to sign an Officer’s
      Certificate, including any person specified as so authorized in any such
      certificate previously delivered and not superseded; 

     

    (l)  the
      Trustee shall not be responsible or liable for special, indirect, or
      consequential loss or damage of any kind whatsoever (including, but not limited
      to, loss or profit) irrespective of whether the Trustee has been advised of
      the
      likelihood of such loss or damage and regardless of the form of
      action;

     

    (m)  the
      Trustee shall not be required to give any note, bond or surety in respect of
      the
      execution of the trusts and powers under this Indenture;

     

    (n)  the
      Trustee shall not be responsible or liable for any failure or delay in the
      performance of its obligations under this Indenture arising out of or caused,
      directly or indirectly, by circumstances beyond its reasonable control,
      including without limitation, acts of God; earthquakes; fire; flood; terrorism;
      wars and other military disturbances; sabotage; epidemics; riots; interruptions;
      loss or malfunction of utilities, computer (hardware or software) or
      communication services; accidents; labor disputes; acts of civil or military
      authorities and governmental action; and

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

       

    

    (o)  the
      Trustee shall have no duty to inquire as to the performance of the covenants
      in
      Article 8 hereof. In addition, Trustee shall not be deemed to have knowledge
      of
      any Event of Default or Default hereunder except (i) any Event of Default
      arising from a breach of Sections
      8.1
      or
8.5,
      or (ii)
      any Default or Event of Default of which the Trustee shall have received
      notification or obtained knowledge. In the absence of such actual knowledge
      or
      notice, the Trustee may conclusively assume that no Default has occurred or
      is
      continuing under this Indenture.

     

    SECTION
      5.4.   Not
      Responsible for Recitals or Issuance of Securities.

     

    The
      recitals contained herein and in the Securities (except the Trustee’s
      certificates of authentication) shall be taken as the statements of the Company,
      and the Trustee assumes no responsibility for their correctness. The Trustee
      makes no representations as to the validity or sufficiency of this Indenture,
      of
      the Securities or of the Common Stock issuable upon the conversion of the
      Securities. The Trustee shall not be accountable for the use or application
      by
      the Company of Securities or the proceeds thereof.

     

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

     

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

     

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

     

    SECTION
      5.6.   Money
      Held in Trust.

     

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

     

    SECTION
      5.7.   Compensation
      and Reimbursement.

     

    The
      Company agrees:

     

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

     

    (b)  to
      reimburse the Trustee upon its request for all reasonable expenses,
      disbursements and advances incurred or made by the Trustee in accordance with
      any provision of this Indenture (including the reasonable compensation and
      the
      expenses and disbursements of its agents and counsel), except any such expense,
      disbursement or advance as may be attributable to its negligence or bad faith;
      and

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

       

    

    (c)  to
      indemnify the Trustee (and its directors, officers, employees and agents) for,
      and to hold it harmless against, any and all loss, damage, claim, liability
      or
      expense, including taxes (other than taxes based on the income of the Trustee),
      incurred without negligence, bad faith or willful misconduct on its part,
      arising out of or in connection with the acceptance or administration of this
      trust, including the reasonable costs, expenses and reasonable attorneys’ fees
      of defending itself against any claim or liability in connection with the
      exercise or performance of any of its powers or duties hereunder.

     

    When
      the
      Trustee incurs expenses or renders services in connection with an Event of
      Default specified in Section
      4.1(g)
      or
Section
      4.1(h)
      with
      respect to the Company, the expenses (including the reasonable charges of its
      counsel) and the compensation for the services are intended to constitute
      expenses of the administration under any applicable federal or state bankruptcy,
      insolvency or other similar law.

     

    The
      Trustee shall have a lien prior to the Securities as to all property and funds
      held by it hereunder for any amount owing it or any predecessor Trustee pursuant
      to this Section
      5.7,
      except
      with respect to funds held in trust for the benefit of the Holders of particular
      Securities.

     

    The
      provisions of this Section
      5.7
      shall
      survive the termination of this Indenture or the earlier resignation or removal
      of the Trustee.

     

    SECTION
      5.8.   Corporate
      Trustee Required; Eligibility.

     

    There
      shall at all times be a Trustee hereunder which shall be a Person that is
      eligible pursuant to the Trust Indenture Act to act as such, having a combined
      capital and surplus (or for such purposes, the combined capital and surplus
      of
      any parent holding company) of at least U.S.$25,000,000, subject to supervision
      or examination by federal or state authority, in good standing and having an
      established place of business or agency in the Borough of Manhattan, The City
      of
      New York. If such Corporation publishes reports of condition at least annually,
      pursuant to law or to the requirements of said supervising or examining
      authority, then for the purposes of this Section
      5.8,
      the
      combined capital and surplus of such Corporation shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time the Trustee shall cease to be eligible in
      accordance with the provisions of this Section
      5.8,
      it
      shall resign immediately in the manner and with the effect hereinafter specified
      in this Article
      V
      and a
      successor shall be appointed pursuant to Section
      5.9.

     

    SECTION
      5.9.   Resignation
      and Removal; Appointment of Successor.

     

    (a)  No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article
      V
      shall
      become effective until the acceptance of appointment by the successor Trustee
      in
      accordance with the applicable requirements of Section
      5.10.

     

    (b)  The
      Trustee may resign at any time by giving written notice thereof to the Company.
      If the instrument of acceptance by a successor Trustee required by Section
      5.10
      shall
      not have been delivered to the Trustee within thirty (30) days after the giving
      of such notice of resignation, the resigning Trustee or the Company may petition
      any court of competent jurisdiction for the appointment of a successor
      Trustee.

     

    
      
        
        

      

      
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    (c)  The
      Trustee may be removed at any time by Act of the Holders of a majority in
      principal amount of the Outstanding Securities, delivered to the Trustee and
      the
      Company. If the instrument of acceptance by a successor Trustee required by
      Section
      5.10
      shall
      not have been delivered to the Trustee within thirty (30) days after the giving
      of such notice of removal, the removed Trustee or the Company may petition
      any
      court of competent jurisdiction for the appointment of a successor
      Trustee.

     

    (d)  If
      at any
      time:

     

    (1)  the
      Trustee shall cease to be eligible under Section
      5.8
      and
      shall fail to resign after written request therefor by the Company or by any
      Holder of a Security who has been a
      bona
      fide
      Holder
      of a Security for at least six (6) months; or

     

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

     

    then,
      (i)
      in any such case the Company may remove the Trustee, or (ii) in the case of
      clause (d)(1) above only and subject to Section
      4.14,
      any
      Holder of a Security who has been a
      bona
      fide
      Holder
      of a Security for at least six (6) months may, on behalf of himself and all
      others similarly situated, petition any court of competent jurisdiction for
      the
      removal of the Trustee and the appointment of a successor Trustee.

     

    (e)  If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause, the Company shall promptly
      appoint a successor Trustee and shall comply with the applicable requirements
      of
      this Section
      5.9
      and
Section
      5.10.
      If,
      within one (1) year after such resignation, removal or incapability, or
      occurrence of such vacancy, a successor Trustee shall be appointed by Act of
      the
      Holders of a majority in principal amount of the Outstanding Securities
      delivered to the Company and the retiring Trustee, the successor Trustee so
      appointed shall, forthwith upon its acceptance of such appointment in accordance
      with the applicable requirements of Section
      5.10,
      become
      the successor Trustee and supersede the successor Trustee appointed by the
      Company. If no successor Trustee shall have been so appointed by the Company
      or
      the Holders of Securities and accepted appointment in the manner required by
      this Section
      5.9
      and
Section
      5.10,
      any
      Holder of a Security who has been a
      bona
      fide
      Holder
      of a Security for at least six (6) months may, on behalf of himself and all
      others similarly situated, petition any court of competent jurisdiction for
      the
      appointment of a successor Trustee.

     

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

     

    
      
        
        

      

      
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    SECTION
      5.10.   Acceptance
      of Appointment by Successor.

     

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

     

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

     

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

     

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

     

    SECTION
      5.12.   Authenticating
      Agents.

     

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

     

    Securities
      authenticated by an Authenticating Agent shall be entitled to the benefits
      of
      this Indenture and shall be valid and obligatory for all purposes as if
      authenticated by the Trustee hereunder, and every reference in this Indenture
      to
      the authentication and delivery of Securities by the Trustee or the Trustee’s
      certificate of authentication shall be deemed to include authentication and
      delivery on behalf of the Trustee by an Authenticating Agent and a certificate
      of authentication executed on behalf of the Trustee by an Authenticating Agent.
      Each Authenticating Agent shall be subject to acceptance by the Company and
      shall at all times be a Corporation organized and doing business under the
      laws
      of the United States of America, any state thereof or the District of Columbia,
      authorized under such laws to act as Authenticating Agent and subject to
      supervision or examination by government or other fiscal authority. If at any
      time an Authenticating Agent shall cease to be eligible in accordance with
      the
      provisions of this Section
      5.12,
      such
      Authenticating Agent shall resign immediately in the manner and with the effect
      specified in this Section
      5.12.

     

    
      
        
        

      

      
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    Any
      Corporation into which an Authenticating Agent may be merged or converted or
      with which it may be consolidated, or any Corporation resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any Corporation succeeding to the corporate agency or corporate trust
      business of an Authenticating Agent, shall continue to be an Authenticating
      Agent (provided
      such
      Corporation shall be otherwise eligible under this Section
      5.12),
      without the execution or filing of any paper or any further act on the part
      of
      the Trustee or the Authenticating Agent.

     

    An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and to the Company. The Trustee may at any time terminate the agency
      of an Authenticating Agent by giving written notice thereof to such
      Authenticating Agent and to the Company. Upon receiving such a notice of
      resignation or upon such a termination, or in case at any time such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section
      5.12,
      the
      Trustee may appoint a successor Authenticating Agent, which shall be subject
      to
      acceptance by the Company. Any successor Authenticating Agent, upon acceptance
      of its appointment hereunder, shall become vested with all the rights, powers
      and duties of its predecessor hereunder, with like effect as if originally
      named
      as an Authenticating Agent. No successor Authenticating Agent shall be appointed
      unless eligible under the provisions of this
      Section 5.12.

     

    The
      Company agrees to pay to each Authenticating Agent from time to time reasonable
      compensation for its services under this Section
      5.12.

     

    If
      an
      Authenticating Agent is appointed with respect to the Securities pursuant to
      this Section
      5.12,
      the
      Securities may have endorsed thereon, in addition to or in lieu of the Trustee’s
      certification of authentication, an alternative certificate of authentication
      in
      the following form:

     

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

     

    
      	
              By:
                U.S. BANK NATIONAL ASSOCIATION,

            
	
               

            
	
              By:___________ ,
                as Authenticating Agent

            
	
               

            
	
              By______________________________
                 

            
	
              Authorized
                Signature 

            
	
               

            


    

    SECTION
      5.13.   Disqualification;
      Conflicting Interests.

     

    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
      as Trustee hereunder, to the extent and in the manner provided by, and subject
      to the provisions of, the Trust Indenture Act and this Indenture.

     

    
      
        
        

      

      
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    SECTION
      5.14.   Preferential
      Collection of Claims Against Company.

     

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

     

    ARTICLE
      6.

    CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

     

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

     

    Without
      the consent or affirmative vote of the Holders of each Outstanding Security,
      the
      Company shall not consolidate with or merge into any other Person or convey,
      transfer, sell or lease its properties and assets substantially as an entirety
      to any Person, and the Company shall not permit any Person to consolidate with
      or merge into it or convey, transfer, sell or lease such Person’s properties and
      assets substantially as an entirety to it, unless:

     

    (a)  the
      Company is the surviving person or the Person formed by such consolidation
      or
      into which the Company is merged, or the Person to which the Company’s
      properties and assets are conveyed, transferred, sold or leased, shall be (1)
      a
      corporation, limited liability company, partnership or trust organized and
      validly existing under the laws of the United States of America, any state
      thereof or the District of Columbia or (2) any
      member country of the European Union, or any other country if the organization
      and existence of such Person in such country would not impair the rights of
      Holders and such resulting, surviving or transferee Person has common stock,
      or
      American Depository Receipts representing such common stock, trading on a
      national securities exchange in the United States, and,
      in
      each case, if other than the Company, shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Trustee, in form satisfactory
      to the Trustee, the due and punctual payment of the principal of, premium,
      if
      any, Additional Interest, if any, and interest on all of the Securities as
      applicable, and the performance or observance of every covenant of this
      Indenture on the part of the Company to be performed or observed;

     

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

     

    (c)  the
      Company has delivered to the Trustee an Officer’s 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
      VI
      and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with, together with any documents required under Section
      7.3.

     

    For
      purposes of this Section, the sale, lease, conveyance, assignment, transfer,
      or
      other disposition of all or substantially all of the properties and assets
      of
      one or more Subsidiaries of the Company, which property and assets, if held
      by
      the Company instead of such Subsidiaries, would constitute all or substantially
      all of the properties and assets of the Company on a consolidated basis, shall
      be deemed to be the transfer of all or substantially all of the properties
      and
      assets of the Company. In no event will the consummation of the Acquisition
      be
      prohibited by this Section
      6.1,
      require
      the consent or affirmative vote of the Holders of each Outstanding Security,
      or
      require the Company to deliver to the Trustee an Officer’s Certificate or an
      Opinion of Counsel.

     

    
      
        
        

      

      
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    SECTION
      6.2.   Successor
      Substituted.

     

    Upon
      any
      consolidation of the Company with, or merger of the Company into, any other
      Person or any conveyance, transfer of all or substantially all the assets of
      the
      Company in accordance with Section
      6.1,
      the
      successor Person formed by such consolidation or into which the Company is
      merged or to which such conveyance or transfer is made shall succeed to, and
      be
      substituted for, and may exercise every right and power of, the Company under
      this Indenture with the same effect as if such successor Person had been named
      as the Company herein, and thereafter, except in the case of a lease, the
      predecessor Person shall be relieved of all the obligations and covenants under
      this Indenture and the Securities except with respect to any obligations that
      arise from, or are related to, such transaction.

     

    ARTICLE
      7.

    SUPPLEMENTAL
      INDENTURES

     

    SECTION
      7.1.   Supplemental
      Indentures without Consent of Holders of Securities.

     

    Without
      the consent or affirmative vote of any Holders of Securities, the Company,
      the
      Guarantors, if applicable, when authorized by a Board Resolution, and the
      Trustee, at any time and from time to time, may amend this Indenture, the
      Securities and the Subsidiary Guarantees by entering into one or more indentures
      supplemental hereto for any of the following purposes:

     

    (1)  to
      cure
      any ambiguity, to correct or supplement any provision herein that may be
      inconsistent with any other provision herein or that is otherwise defective,
      including to correct any inconsistency between the terms of this Indenture,
      any
      Subsidiary Guarantee or the Securities and the terms summarized in the
“Description of Notes” section of the Offering Memorandum, dated December 12,
      2006, relating to the Securities; 

     

    (2)  to
      evidence the succession of another Person to the Company and the assumption
      by
      any such successor of the covenants and obligations of the Company herein and
      in
      the Securities as permitted by Article VI; 

     

    (3)  to
      make
      provision with respect to the conversion rights of Holders of Securities
      pursuant to Section
      10.1
      or to
      make provision with respect to the repurchase rights of Holders of Securities
      pursuant to Section
      12.1;
      

     

    (4)  to
      make
      provision for an increase in the Conversion Rate, provided that the increase
      will not adversely affect the interests of the Holders of
      Securities;

     

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

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

       

    

    (6)  to
      provide for uncertificated Securities in addition to or in place of certificated
      Securities (provided that the uncertificated Securities are issued in registered
      form for purposes of Section 163(f) of the Code, or in a manner such that the
      uncertificated Securities are described in Section 163(f)(2)(B) of the Code);
      

     

    (7)  to
      add
      Guarantors with respect to the Securities or release Guarantors from Subsidiary
      Guarantees as provided or permitted by the terms of this Indenture;


     

    (8)  to
      secure
      the Securities or release the security as provided or permitted by the terms
      of
      this Indenture, the Escrow Agreement or the Pledge Agreement; 

     

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

     

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

     

    (11)  to
      make
      any other provisions with respect to matters or questions arising under this
      Indenture as the Company may deem necessary or desirable, provided that such
      action pursuant to this clause (12) shall not adversely affect the interests
      of
      the Holders of Securities.

     

    Upon
      Company Request accompanied by a Board Resolution authorizing the execution
      of
      any such supplemental indenture, and subject to and upon receipt by the Trustee
      of the documents described in Section
      7.3
      hereof,
      the Trustee shall join with the Company in the execution of any supplemental
      indenture authorized or permitted by the terms of this Indenture and to make
      any
      further appropriate agreements and stipulations that may be therein
      contained.

     

    SECTION
      7.2.   Supplemental
      Indentures with Consent of Holders of Securities.

     

    With
      either (a) the written consent of the Holders of not less than a majority in
      principal amount of the Outstanding Securities, by the Act of said Holders
      delivered to the Company, the Guarantors and the Trustee, or (b) by the adoption
      of a resolution, at a meeting of Holders of the Outstanding Securities at which
      a quorum is present, by the Holders of a majority in principal amount of the
      Outstanding Securities represented at such meeting, the Company and the
      Guarantors when authorized by a Board Resolution, and the Trustee may enter
      into
      an indenture or indentures supplemental hereto for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Indenture, the Securities and the Subsidiary Guarantees or of modifying
      in
      any manner the rights of the Holders of Securities under this Indenture, the
      Subsidiary Guarantees or the Securities;
      provided,
      however,
      that no
      such supplemental indenture shall, without the consent or affirmative vote
      of
      the Holder of each Outstanding Security affected thereby:

     

    (1)  change
      the Stated Maturity of the principal of, or any installment of interest on,
      any
      Security, or reduce the principal amount, any premium or the rate of interest
      payable thereon, or the coin or currency in which any Security or the interest
      or any premium thereon or any other amount in respect thereof is
      payable;

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

       

    

    (2)  impair
      the right to institute suit for the enforcement of any payment in respect of
      any
      Security on or after the Stated Maturity thereof (or, in the case of any
      repurchase or redemption, on or after the Repurchase Date or the Redemption
      Date, respectively);

     

    (3)  except
      as
      permitted by Section
      10.12,
      adversely affect the right to convert any Security as provided in Article
      X;
      or

     

    (4)  reduce
      the percentage in principal amount of the Outstanding Securities the consent
      of
      whose Holders is required for any supplemental indenture to modify or amend
      any
      provision of this Indenture or the consent of whose Holders is required for
      any
      waiver (of compliance with certain provisions of this Indenture or certain
      defaults hereunder and their consequences) provided for in this Indenture;
      or

     

    (5)  modify
      any of the provisions of this Section
      7.2
      except
      to increase any required percentage contained herein or therein or to provide
      that certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby.

     

    It
      shall
      not be necessary for any Act of Holders of Securities under this Section
      7.2
      to
      approve the particular form of any proposed supplemental indenture, but it
      shall
      be sufficient if such Act shall approve the substance thereof.

     

    The
      quorum at any meeting called to adopt a resolution shall be Holders representing
      a majority in aggregate principal amount of Securities at the time
      Outstanding.

     

    SECTION
      7.3.   Execution
      of Supplemental Indentures.

     

    In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article
      VII
      or the
      modifications thereby of the trusts created by this Indenture, the Trustee
      shall
      be entitled to receive, and (subject to Sections
      5.1
      and
5.3)
      shall
      be fully protected in relying upon, an Opinion of Counsel stating that the
      execution of such supplemental indenture is authorized or permitted by this
      Indenture and that such supplemental indenture has been duly authorized,
      executed and delivered by the Company and constitutes a valid and legally
      binding obligation of the Company enforceable against the Company in accordance
      with its terms. The Trustee may, but shall not be obligated to, enter into
      any
      such supplemental indenture that affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise.

     

    SECTION
      7.4.   Effect
      of Supplemental Indentures.

     

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

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

       

    

    SECTION
      7.5.   Reference
      in Securities to Supplemental Indentures.

     

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

     

    SECTION
      7.6.   Notice
      of Supplemental Indentures.

     

    Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of Section
      7.2,
      the
      Company shall give notice to all Holders of Securities of such fact, setting
      forth in general terms the substance of such supplemental indenture, in the
      manner provided in Section
      1.6.
      Any
      failure of the Company to give such notice, or any defect therein, shall not
      in
      any way impair or affect the validity of any such supplemental
      indenture.

     

    ARTICLE
      8.

    COVENANTS

     

    SECTION
      8.1.   Payment
      of Principal, Premium and Interest.

     

    The
      Company covenants and agrees that it will duly and punctually pay the principal
      of and premium, if any, and interest on the Securities in accordance with the
      terms of the Securities and this Indenture. The Company shall deposit or cause
      to be deposited with the Trustee, no later than the close of business on the
      date of the Stated Maturity of any Security or no later than the close of
      business on the due date for any installment of interest, all payments so due,
      which payments shall be in immediately available funds or shares of Common
      Stock
      on the date of such Stated Maturity or due date, as the case may
      be.

     

    SECTION
      8.2.   Maintenance
      of Offices or Agencies.

     

    The
      Company hereby appoints the New York City office of the Trustee as its agent
      in
      the Borough of Manhattan, The City of New York, where Securities may be
      presented or surrendered for payment, where Securities may be surrendered for
      registration of transfer or exchange, where Securities may be surrendered for
      conversion, and where notices and demands to or upon the Company in respect
      of
      the Securities and this Indenture may be served.

     

    The
      Company may at any time and from time to time vary or terminate the appointment
      of any such agent or appoint any additional agents for any or all of such
      purposes;
      provided,
      however,
      that
      until all of the Securities have been delivered to the Trustee for cancellation,
      or moneys sufficient to pay the principal of, premium, if any, and interest
      on
      the Securities have been made available for payment and either paid or returned
      to the Company pursuant to the provisions of Section
      8.3,
      the
      Company shall maintain in the Borough of Manhattan, The City of New York, an
      office or agency where Securities may be presented or surrendered for payment
      and conversion, where Securities may be surrendered for registration of transfer
      or exchange and where notices and demands to or upon the Company in respect
      of
      the Securities and this Indenture may be served. The Company shall give prompt
      written notice to the Trustee, and notice to the Holders in accordance with
      Section
      1.6,
      of the
      appointment or termination of any such agents and of the location and any change
      in the location of any such office or agency.

     

    
      
        
        

      

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

     

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

     

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

     

    Whenever
      the Company shall have one or more Paying Agents, it will, no later than the
      close of business on each due date of the principal of, premium, if any, or
      interest on any Securities, deposit with such Paying Agent(s) a sum sufficient
      to pay the principal, premium, if any, or interest so becoming due, such sum
      to
      be held for the benefit of the Persons entitled to such principal, premium,
      if
      any, or interest, and (unless such Paying Agent is the Trustee) the Company
      will
      promptly notify the Trustee of any failure so to act.

     

    The
      Company will cause each Paying Agent other than the Trustee to execute and
      deliver to the Trustee an instrument in which such Paying Agent shall agree
      with
      the Trustee, subject to the provisions of this Section
      8.3,
      that
      such Paying Agent will:

     

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

     

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

     

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

     

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

     

    Anything
      contained herein to the contrary notwithstanding, any money held by the Trustee
      or any Paying Agent in trust for the payment and discharge of the principal
      of,
      premium, if any, or interest on any Security that remains unclaimed for two
      (2)
      years after the date when each payment of such principal, premium, or interest
      has become payable shall, upon the request of the Company, be repaid by the
      Trustee to the Company as its absolute property free from trust, and the Trustee
      shall thereupon be released and discharged with respect thereto and the Holders
      shall look only to the Company for the payment of the principal, premium or
      interest on such Security. The Trustee shall not be liable to the Company or
      any
      Holder for interest on funds held by it for the payment and discharge of the
      principal, premium or interest on any of the Securities to any Holder. The
      Company shall not be liable for any interest on the sums paid to it pursuant
      to
      this paragraph and shall not be regarded as a trustee of such
      money.

     

    
      
        
        

      

      
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    SECTION
      8.4.   Existence.

     

    Subject
      to Article
      VI,
      the
      Company will do or cause to be done all things necessary to preserve and keep
      in
      full force and effect its existence, rights (charter and statutory) and
      franchises; provided,
      however,
      that
      the Company shall not be required to preserve any such right or franchise if
      the
      Board of Directors shall determine that the preservation thereof is no longer
      desirable in the conduct of the business of the Company and that the loss
      thereof is not disadvantageous in any material respect to the
      Holders.

     

    SECTION
      8.5.   Statement
      by Officers as to Default.

     

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

     

    The
      Company will deliver to the Trustee, forthwith upon becoming aware of any
      default in the performance or observance of any covenant, agreement or condition
      contained in this Indenture, or any Event of Default, an Officer’s Certificate
      specifying with particularity such default or Event of Default and further
      stating what action the Company has taken, is taking or proposes to take with
      respect thereto.

     

    Any
      notice required to be given under this Section
      8.5
      shall be
      delivered to the Trustee at the Corporate Trust Office.

     

    SECTION
      8.6.   Delivery
      of Certain Information.

     

    The
      Company will deliver to the Trustee within fifteen (15) days after the filing
      of
      the same with the Commission, copies of the quarterly and annual reports and
      of
      the information, documents and other reports, if any, which the Company is
      required to file with the Commission pursuant to Section 13 or 15(d) of the
      Exchange Act. Notwithstanding that the Company may not be subject to the
      reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
      will file with the Commission, to the extent permitted, and provide the Trustee
      and Holders with such annual reports and such information, documents and other
      reports specified in Sections 13 and 15(d) of the Exchange Act;
      provided
      that the
      Company need not file such reports or other information if, and so long as,
      it
      would not be required to do so pursuant to Rule 12h-5 under the Exchange Act.
      Delivery of such reports, information and documents to the Trustee is for
      informational purposes only and the Trustee’s receipt of such shall not
      constitute constructive notice of any information contained therein or
      determinable from information contained therein.

     

    
      
        
        

      

      
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    At
      any
      time when the Company is not subject to Section 13 or 15(d) of the Exchange
      Act,
      upon the request of a Holder of a Security or the holder of shares of Common
      Stock issued upon conversion thereof, the Company will promptly furnish or
      cause
      to be furnished Rule 144A Information to such Holder of Securities or such
      holder of shares of Common Stock issued upon conversion of Securities, or to
      a
      prospective purchaser of any such security designated by any such Holder or
      holder, as the case may be, to the extent required to permit compliance by
      such
      Holder or holder with Rule 144A under the Securities Act (or any successor
      provision thereto) in connection with the resale of any such security;
provided,
      however,
      that
      the Company shall not be required to furnish such information in connection
      with
      any request made on or after the date that is two years from the later of (a)
      the date such a security (or any such predecessor security) was last acquired
      from the Company or (b) the date such a security (or any such predecessor
      security) was last acquired from an “affiliate” of the Company within the
      meaning of Rule 144 under the Securities Act (or any successor provision
      thereto).

     

    SECTION
      8.7.   Registration
      Rights.

     

    The
      Company agrees that the Holders from time to time of Registrable Securities
      are
      entitled to the benefits of a Registration Rights Agreement, dated as of
      December 19, 2006, executed by the Company as it may be amended from time to
      time in accordance with its terms.

     

    If
      Additional Interest is payable by the Company pursuant to Section 7 of the
      Registration Rights Agreement, the Company shall deliver to the Trustee a
      certificate to that effect stating (i) the amount of such Additional Interest
      per U.S.$1,000 principal amount of the Securities that are payable, (ii) the
      facts and calculations supporting the determination of such amount and (iii)
      the
      date on which such damages are payable. Unless and until an officer or
      representative of the Trustee receives such a certificate, the Trustee may
      assume without inquiry that no Additional Interest is payable.

     

    SECTION
      8.8.   Additional
      Subsidiary Guarantees.

     

    If
      the
      Company or any of its Domestic Subsidiaries acquires or creates another Domestic
      Subsidiary after the date of this Indenture, then that Domestic Subsidiary
      shall
      become a Guarantor and execute a Subsidiary Guarantee pursuant to a supplemental
      indenture in form and substance reasonably satisfactory to the Trustee and
      deliver an Opinion of Counsel to the Trustee within thirty Business Days of
      the
      date on which it was acquired; provided,
      however,
      that no
      Domestic Subsidiary shall be required to execute a Subsidiary Guaranty pursuant
      to a supplemental indenture or deliver an Opinion of Counsel to the Trustee
      prior to the date thirty Business Days after the consummation of the
      Acquisition. The form of such Subsidiary Guarantee is attached as Exhibit
      D
      hereto.

     

    
      
        
        

      

      
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    ARTICLE
      9.

    MAKE
      WHOLE PREMIUM

     

    In
      the
      event a Fundamental Change occurs prior to December 31, 2009, the Company shall
      pay a “Make
      Whole Premium”
to
      the
      Holders of the Securities who convert their Securities during the period
      beginning ten (10) Trading Days before the date the Company announces as the
      anticipated effective date of the Fundamental Change (the “Fundamental
      Change Effective Date”)
      and
      ending at the close of business on the Trading Day immediately preceding the
      Fundamental Change Repurchase Date by increasing the Conversion Rate for such
      Securities. Any Make Whole Premium will be in addition to, and not in
      substitution for, any cash, securities, or other assets otherwise due to Holders
      upon conversion. The number of additional shares of Common Stock per $1,000
      principal amount of Securities constituting the Make Whole Premium shall be
      determined by the Company by reference to the table below, based on the
      Fundamental Change Effective Date and the Stock Price of such Fundamental
      Change. If holders of the Common Stock receive only cash in the Fundamental
      Change, the Stock Price shall be the cash amount paid per share of the Common
      Stock. In all other cases, the Stock Price shall be the average of the closing
      prices of the Company’s Common Stock for each of the ten (10) Trading Days
      immediately prior to, but not including, the Fundamental Change Effective Date.
      

     

    
      	
              Make-Whole
                Premium Upon a Fundamental Change (No. of Additional Shares per $1,000
                Principal Amount)

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              $5.64
                

            	
              $6.00
                

            	
              $6.50
                

            	
              $7.00
                

            	
              $7.50
                

            	
              $8.00
                

            	
              $8.50
                

            	
              $9.00
                

            	
              $9.50
                

            	
              $10.00
                

            	
              $10.50
                

            	
              $11.00
                

            	
              $11.50
                

            	
              $12.00
                

            
	
              Effective
                Date

            	
              12/31/06

            	
              40.879
                

            	
              35.966
                

            	
              30.584
                

            	
              26.114
                

            	
              22.373
                

            	
              19.225
                

            	
              16.565
                

            	
              14.311
                

            	
              12.400
                

            	
              10.780
                

            	
              9.409
                

            	
              8.300
                

            	
              7.330
                

            	
              6.525
                

            
	
              12/31/07

            	
              40.879
                

            	
              32.535
                

            	
              26.648
                

            	
              21.887
                

            	
              18.428
                

            	
              15.651
                

            	
              13.319
                

            	
              11.357
                

            	
              9.706
                

            	
              8.321
                

            	
              7.163
                

            	
              6.201
                

            	
              5.410
                

            	
              4.767
                

            
	
              12/31/08

            	
              40.879
                

            	
              27.657
                

            	
              21.375
                

            	
              16.420
                

            	
              12.659
                

            	
              9.680
                

            	
              7.640
                

            	
              6.104
                

            	
              4.836
                

            	
              3.894
                

            	
              3.232
                

            	
              2.722
                

            	
              2.430
                

            	
              2.245
                

            
	
              12/31/09

            	
              40.879
                

            	
              23.620
                

            	
              14.496
                

            	
              7.389
                

            	
              1.563
                

            	
              0.000
                

            	
              0.000
                

            	
              0.000
                

            	
              0.000
                

            	
              0.000
                

            	
              0.000
                

            	
              0.000
                

            	
              0.000
                

            	
              0.000
                

            


    

     

    The
      actual Stock Price or Fundamental Change Effective Date may not be set forth
      on
      the table, in which case:

     

    (a)  if
      the
      actual Stock Price on the Fundamental Change Effective Date is between two
      Stock
      Prices on the table or the actual Fundamental Change Effective Date is between
      two Fundamental Change Effective Dates on the table, the Make Whole Premium
      will
      be determined by a straight-line interpolation between the Make Whole Premiums
      set forth for the two Stock Prices and the two Fundamental Change Effective
      Dates on the table based on a 365-day year, as applicable, 

     

    (b)  if
      the
      Stock Price on the Fundamental Change Effective Date exceeds $12.00 per share,
      subject to adjustment as set forth herein, no Make Whole Premium will be paid,
      and 

     

    (c)  if
      the
      Stock Price on the Fundamental Change Effective Date is less than $5.64 per
      share, subject to adjustment as set forth herein, no Make Whole Premium will
      be
      paid. 

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

       

    

    The
      Stock
      Prices set forth in the top row of the table above will be adjusted as of any
      date on which the Conversion Rate of the Securities is adjusted. The adjusted
      Stock Prices will equal the Stock Prices applicable immediately prior to such
      adjustment multiplied by a fraction, the numerator of which is the Conversion
      Rate immediately prior to the adjustment giving rise to the Stock Price
      adjustment and the denominator of which is the Conversion Rate as so adjusted.
      The number of additional shares set forth in the table above will be adjusted
      in
      the same manner as the Conversion Rate as set forth in Section
      10.5
      hereof,
      other than as a result of an adjustment of the Conversion Rate pursuant to
      this
Article
      IX.

     

    Notwithstanding
      the foregoing paragraph, in no event will the total number of shares of Common
      Stock issuable upon conversion of a Security exceed 177.305 per $1,000 principal
      amount, subject to proportional adjustment in the same manner as the Conversion
      Rate as set forth in Section
      10.5 hereof.

     

    The
      additional shares issuable pursuant to this Article
      IX shall
      be delivered upon the later of (i) the settlement date for the conversion
      and (ii) promptly following the Fundamental Change Effective
      Date.

    


    By
      delivering the number of shares of Common Stock issuable on conversion to the
      Trustee, or to the Conversion Agent, if the Conversion Agent is other than
      the
      Trustee, the Company will be deemed to have satisfied its obligation to pay
      the
      principal amount of the Securities so converted and its obligation to pay
      accrued and unpaid interest, and Other Interest if any, attributable to the
      period from the most recent Interest Payment Date through the Conversion Date
      (which amount will be deemed paid in full rather than cancelled, extinguished
      or
      forfeited).


     

    The
      Trustee may conclusively rely on the Company’s calculations of the Make
      Whole Premium.

     

    ARTICLE
      10. 

    CONVERSION
      OF SECURITIES

     

    SECTION
      10.1.   Conversion
      Privilege and Conversion Rate.

     

    (a)  Subject
      to and upon compliance with the provisions of this Article
      X,
      at the
      option of the Holder thereof, unless earlier repurchased or redeemed, any
      portion of the principal amount of any Security that is an integral multiple
      of
      $1,000 may be converted into fully paid and non-assessable shares of Common
      Stock at the Conversion Rate, determined as hereinafter provided, in effect
      at
      the time of conversion. Such conversion right shall commence upon the
      consummation of the Acquisition and expire at the close of business on the
      Final
      Maturity, unless the Security has been previously repurchased or redeemed,
      subject, in the case of conversion of any Global Security, to any Applicable
      Procedures. In case the Holder of a Security exercises his right to require
      the
      Company to repurchase or redeem the Security, such conversion right in respect
      of the security, or portion thereof, shall expire at the close of business
      on
      the second Business Day immediately preceding the Repurchase Date or Redemption
      Date, as applicable, unless the Company defaults in making the payment due
      upon
      repurchase (in each case subject, as aforesaid, to any Applicable Procedures
      with respect to any Global Security).

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

       

    

    (b)  The
      rate
      at which shares of Common Stock shall be delivered upon conversion (herein
      called the “Conversion
      Rate”)
      shall
      be initially 136.426 shares of Common Stock for each $1,000 principal amount
      of
      Securities. The Conversion Rate will be adjusted under the circumstances
      provided in Section
      10.5.
      All
      calculations under this Article shall be made to the nearest cent or to the
      nearest 1 /100ths of a share, as the case may be. 

     

    SECTION
      10.2.   Conversion
      Consideration.

     

    (a)  Upon
      surrendering any Securities for conversion, the Holder of such Securities shall
      receive, in respect of each $1,000 principal amount of Securities, a number
      of
      shares of Common Stock equal to the Applicable Conversion Rate. 

     

    (b)  At
      any
      time prior to Maturity, the Company shall have the option to unilaterally and
      irrevocably elect to settle its obligation to deliver shares of Common Stock
      with respect to Securities to be converted following such election in cash,
      and,
      if applicable, shares of Common Stock.  If the Company shall make this
      election, then if a Holder surrenders its Securities for conversion, such Holder
      will receive, in respect of each $1,000 principal amount of Securities
      surrendered for conversion: 

     

    (1)  cash
      in
      the amount equal to the lesser of:

     

    (A)  the
      principal amount of each Security; or

     

    (B)  the
      Conversion Value; and 

     

    (2)  to
      the
      extent the Conversion Value exceeds $1,000, a number of shares of Common Stock
      (the “Residual
      Value Shares”)
      equal
      to the sum of the Daily Trading Share Amounts for each of the 20 consecutive
      Trading Days in the Applicable Conversion Reference Period; provided,
      however,
      that
      the Company shall pay cash in lieu of fractional shares otherwise issuable
      upon
      conversion of the Securities in accordance with Section 10.4.

     

    (c)  The
      Company will determine the Conversion Value, the Daily Trading Share Amount,
      the
      calculation of the excess of the Conversion Value over the principal amount
      and
      the number of shares of Common Stock deliverable to Holders upon conversion
      in
      satisfaction of such excess. 

     

    SECTION
      10.3.   Exercise
      of Conversion Privilege.
      

     

    In
      order
      to exercise the conversion privilege, the Holder of any Security to be converted
      shall surrender such Security, duly endorsed or assigned to the Company or
      in
      blank, at any office or agency of the Company maintained for that purpose
      pursuant to Section
      8.2,
      accompanied by a duly signed and completed notice of conversion substantially
      in
      the form attached hereto as Exhibit
      C
      (the
“Conversion
      Notice”)
      stating that the Holder elects to convert such Security or, if less than the
      entire principal amount thereof is to be converted, the portion thereof to
      be
      converted. Each Security surrendered for conversion (in whole or in part) during
      the period from the close of business on any Regular Record Date next preceding
      any Interest Payment Date to the opening of business on such Interest Payment
      Date shall (except in the case of any Security or portion thereof that is to
      be
      repurchased or redeemed on a Repurchase Date or Redemption Date, respectively,
      with the consequence that the conversion right of such Security would terminate
      between such Regular Record Date and the close of business on such Interest
      Payment Date) be accompanied by payment in New York Clearing House funds or
      other funds acceptable to the Company of an amount equal to the interest payable
      on such Interest Payment Date on the principal amount of such Security (or
      part
      thereof, as the case may be) being surrendered for conversion. The interest
      so
      payable on such Interest Payment Date, with respect to any Security (or portion
      thereof, if applicable) that is surrendered for conversion during the period
      from the close of business on any Regular Record Date next preceding any
      Interest Payment Date to the opening of business on such Interest Payment Date,
      shall be paid to the Holder of such Security as of such Regular Record Date.
      Interest payable in respect of any Security surrendered for conversion on or
      after an Interest Payment Date shall be paid to the Holder of such Security
      as
      of the next preceding Regular Record Date, notwithstanding the exercise of
      the
      right of conversion. Except as provided in this paragraph, no cash payment
      or
      adjustment shall be made upon any conversion on account of any interest accrued
      from the Interest Payment Date next preceding the Conversion Date, in respect
      of
      any Security (or part thereof, as the case may be) surrendered for conversion,
      or on account of any dividends on the Common Stock issued upon conversion.
      The
      Company’s delivery to the Holder of the number of shares of Common Stock, if
      any, and cash as provided in this Indenture, into which a Security is
      convertible and any rights pursuant to Section
      10.6(m)
      will be
      deemed to satisfy the Company’s obligation to pay the principal amount of the
      Security. 

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

       

    

    If
      the
      Company elects to settle in cash all or part of its obligations to deliver
      shares of Common Stock with respect to Securities to be converted, notice of
      such election shall be given to Holders in the manner provided in Section
      1.6
      on or
      before the date that is three Business Days following the Company’s receipt of
      the Conversion Notice. 

     

    Securities
      shall be deemed to have been converted on the day of surrender of such
      Securities for conversion in accordance with the foregoing provisions, and
      at
      such time the rights of the Holders of such Securities as Holders shall cease,
      and the Person or Persons entitled to receive the Common Stock, issuable upon
      conversion shall be treated for all purposes as the record holder or holders
      of
      such Common Stock at such time. As promptly as practicable on or after the
      Conversion Date, the Company shall satisfy its obligations with respect to
      such
      conversion by either: 

     

    (1)  delivering
      to the Trustee cash payable pursuant to Section
      10.2,
      if any,
      as elected by the Company;

     

    (2)  delivering
      to the Trustee, for delivery to the Holder (or such other Person as may be
      named
      in the relevant Conversion Notice), certificates representing the number of
      shares of Common Stock, if any, issuable upon such conversion; and/or


     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

       

    

    (3)  delivering
      to such Holder (or such other Person as may be named in the relevant Conversion
      Notice) such number of shares of Common Stock, if any, issuable upon such
      conversion in accordance with the Applicable Procedures, 

     

    in
      each
      case, together with payment of any cash in lieu of any fractional shares, if
      any, as provided in Section 10.4.
      

    


    The
      Company shall (i) deliver shares of Common Stock, if any, deliverable upon
      conversion of all Securities into Common Stock to the Conversion Agent no later
      than the third Business Day following the Conversion Date, or (ii) in the event
      the Company elects to settle in cash all or part of its obligation to deliver
      shares of Common Stock with respect to Securities to be converted, deliver
      shares of Common Stock and cash, deliverable upon conversion of the Securities
      no later than the third Business Day following the end of the Applicable
      Conversion Reference Period.

    


    Any
      shares of Common Stock delivered upon such conversion of Securities shall bear
      restrictive legends substantially in the form of the legends required to be
      set
      forth on the Securities pursuant to Section
      2.6
      and
      shall be subject to the restrictions on transfer provided in such legends.
      Neither the Trustee nor any agent maintained for the purpose of such conversion
      shall have any responsibility for the inclusion or content of any such
      restrictive legends on such Common Stock;
      provided,
      however,
      that
      the Trustee or any agent maintained for the purpose of such conversion shall
      have provided to the Company or to the Company’s transfer agent for such Common
      Stock, prior to or concurrently with a request to the Company to deliver such
      Common Stock, written notice that the Securities delivered for conversion are
      Securities.

     

    In
      the
      case of any Security that is converted in part only, upon such conversion the
      Company shall execute and the Trustee shall authenticate and make available
      for
      delivery to the Holder thereof, at the expense of the Company, a new Registered
      Security or Securities of authorized denominations in an aggregate principal
      amount equal to the unconverted portion of the principal amount of such
      Security. A Security may be converted in part, but only if the principal amount
      of such Security to be converted is any integral multiple of U.S.$1,000 and
      the
      principal amount of such security to remain Outstanding after such conversion
      is
      equal to U.S.$l,000 or any integral multiple of U.S.$l,000 in excess
      thereof.

     

    SECTION
      10.4.   Fractions
      of Shares.

     

    No
      fractional shares of Common Stock shall be issued upon conversion of any
      Security or Securities. If more than one Security shall be surrendered for
      conversion at one time by the same Holder, the number of full shares that shall
      be issuable upon conversion thereof shall be computed on the basis of the
      aggregate principal amount of the Securities (or specified portions thereof)
      so
      surrendered. The number of fractional shares to be paid, if any, will be valued
      by the Closing Price of the Common Stock on the Trading Day immediately
      preceding the Conversion Date. Instead of any fractional share of Common Stock
      that would otherwise be issuable upon conversion of any Security or Securities
      (or specified portions thereof), the Company shall calculate and pay a cash
      adjustment in respect of such fraction (calculated to the nearest 1/100th of
      a
      share) in an amount equal to the same fraction of the Closing Price on the
      Trading Day immediately preceding the Conversion Date.

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

       

    

    SECTION
      10.5.   Adjustment
      of Conversion Rate.

     

    The
      Conversion Rate shall be subject to adjustments from time to time as
      follows:

     

    (a)  In
      case
      the Company shall pay or make a dividend or other distribution on any class
      of
      capital stock of the Company payable in shares of Common Stock, the Conversion
      Rate in effect at the opening of business on the day following the date fixed
      for the determination of stockholders entitled to receive such dividend or
      other
      distribution shall be increased by dividing such Conversion Rate by a fraction
      of which the numerator shall be the number of shares of Common Stock outstanding
      at the close of business on the date fixed for such determination and the
      denominator shall be the sum of such number of shares and the total number
      of
      shares constituting such dividend or other distribution, such increase to become
      effective (subject to paragraph (l) of this Section
      10.5)
      immediately after the opening of business on the day following the date fixed
      for such determination. If, after any such date fixed for determination, any
      dividend or distribution is not in fact paid, the Conversion Rate shall be
      immediately readjusted, effective as of the date the Company’s Board of
      Directors determines not to pay such dividend or distribution, to the Conversion
      Rate that would have been in effect if such determination date had not been
      fixed. For the purposes of this paragraph (a), the number of shares of Common
      Stock at any time outstanding shall not include shares held in the treasury
      of
      the Company but shall include shares issuable in respect of scrip certificates
      issued in lieu of fractions of shares of Common Stock. The Company will not
      pay
      any dividend or make any distribution on shares of Common Stock held in the
      treasury of the Company.

     

    (b)  In
      case
      the Company shall issue rights, options or warrants to all holders of its Common
      Stock entitling them to subscribe for or purchase shares of Common Stock at
      a
      price per share less than the current market price per share (determined as
      provided in paragraph (h) of this Section
      10.5)
      of the
      Common Stock on the date fixed for the determination of stockholders entitled
      to
      receive such rights, options or warrants (other than any rights, options or
      warrants (1) that by their terms will also be issued to any Holder upon
      conversion of a Security into shares of Common Stock without any action required
      by the Company or any other Person or (2) that are distributed to shareholders
      of the Company upon a merger or consolidation), then the Conversion Rate in
      effect at the opening of business on the day following the date fixed for such
      determination shall be increased by dividing such Conversion Rate by a fraction
      of which the numerator shall be the number of shares of Common Stock outstanding
      at the close of business on the date fixed for such determination plus the
      number of shares of Common Stock which the aggregate of the offering price
      of
      the total number of shares of Common Stock so offered for subscription or
      purchase would purchase at such current market price and the denominator shall
      be the number of shares of Common Stock outstanding at the close of business
      on
      the date fixed for such determination plus the number of shares of Common Stock
      so offered for subscription or purchase, such increase to become effective
      (subject to paragraph (l) of this Section
      10.5)
      immediately after the opening of business on the day following the date fixed
      for such determination. If, after any such date fixed for determination, any
      rights, options or warrants are not in fact issued, or are not exercised prior
      to the expiration thereof, the Conversion Rate shall be immediately readjusted,
      effective as of the date such rights, options or warrants expire, or the date
      the company’s Board of Directors determines not to issue such rights, options or
      warrants, to the Conversion Rate that would have been in effect if the
      unexercised rights, options or warrants had never been granted or such
      determination date had not been fixed, as the case may be, and as a result
      no
      additional shares are delivered or issued pursuant to such rights, options
      or
      warrants. For the purposes of this paragraph (b), the number of shares of Common
      Stock at any time outstanding shall not include shares held in the treasury
      of
      the Company but shall include shares issuable in respect of scrip certificates
      issued in lieu of fractions of shares of Common Stock. The Company will not
      issue any rights, options or warrants in respect of shares of Common Stock
      held
      in the treasury of the Company.

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

       

    

    (c)  (i)
      In
      case outstanding shares of Common Stock shall be subdivided into a greater
      number of shares of Common Stock, the Conversion Rate in effect at the opening
      of business on the day following the day upon which such subdivision becomes
      effective shall be proportionately increased; (ii) in case outstanding shares
      of
      Common Stock shall each be combined or reclassified into a smaller number of
      shares of Common Stock, then the Conversion Rate in effect at the opening of
      business on the day following the day upon which such combination becomes
      effective shall be proportionately reduced; and (iii) in case the Company issues
      any shares of its Capital Stock in a reclassification of the outstanding shares
      of Common Stock, then the Conversion Rate in effect at the opening of business
      on the day following the day upon which such reclassification becomes effective
      shall be proportionately applied to the new class of shares of Capital Stock
      of
      the Company into which the Common Stock was reclassified; in each case, such
      increase or reduction, as the case may be, to become effective immediately
      after
      the opening of business on the day following the day upon which such subdivision
      or combination becomes effective.

     

    (d)  In
      case
      the Company shall, by dividend or otherwise, distribute to all holders of its
      Common Stock evidences of its Indebtedness, shares of any class of capital
      stock, or other property (provided that if these rights are only exercisable
      upon the occurrence of specified triggering events, the Conversion Rate will
      not
      be adjusted until the triggering events occur) (including cash or assets or
      securities, but excluding (1) any rights, options or warrants referred to in
      paragraph (b) of this Section
      10.5
      and the
      distribution of rights to all holders of Common Stock pursuant to the adoption
      of a stockholders’ rights plan or the detachment of such rights under the terms
      of such stockholders’ rights plan, (2) any dividend or distribution paid in
      cash, except as set forth in paragraphs (e) and (f) of this Section
      10.5,
      (3) any
      dividend or distribution referred to in paragraph (a) of this Section
      10.5
      and (4)
      any merger or consolidation paid in cash to which Section
      10.12
      applies), the Conversion Rate shall be adjusted so that the same shall equal
      the
      rate determined by dividing the Conversion Rate in effect immediately prior
      to
      the close of business on the date fixed for the determination of stockholders
      entitled to receive such distribution by a fraction of which the numerator
      shall
      be the current market price per share (determined as provided in paragraph
      (h)
      of this Section
      10.5)
      of the
      Common Stock on the date fixed for such determination less the then fair market
      value (as determined by the Board of Directors, whose determination shall be
      conclusive and described in a Board Resolution) of the portion of the assets,
      shares or evidences of Indebtedness so distributed applicable to one share
      of
      Common Stock and the denominator shall be such current market price per share
      of
      the Common Stock, such adjustment to become effective (subject to paragraph
      (l)
      of this Section
      10.5)
      immediately prior to the opening of business on the day following the date
      fixed
      for the determination of stockholders entitled to receive such
      distribution.

     

    (e)  In
      case
      the Company shall, by dividend or otherwise, distribute to all holders of its
      Common Stock cash (excluding cash portions of distributions referred to in
      Section
      10.5(d)
      and any
      cash that is distributed upon a merger or consolidation to which Section
      10.12
      applies), then, the Conversion Rate shall be adjusted so that the same shall
      equal the rate determined by dividing the Conversion Rate in effect immediately
      prior to the close of business on the date fixed for determination of the
      stockholders entitled to receive such distribution by a fraction (A) the
      numerator of which shall be equal to the current market price per share
      (determined as provided in paragraph (h) of this Section 10.5) of the Common
      Stock on the date fixed for such determination less an amount equal to the
      cash
      distribution per share of Common Stock and (B) the denominator of which shall
      be
      equal to the current market price per share (determined as provided in paragraph
      (h) of this Section
      10.5)
      of the
      Common Stock on such date fixed for determination.

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

       

    

    (f)  In
      case a
      tender offer made by the Company or any Subsidiary for all or any portion of
      the
      Common Stock shall be completed for an aggregate consideration consisting of
      cash and/or property having a fair market value (as determined by the Board
      of
      Directors, whose determination shall be conclusive and described in a Board
      Resolution) that exceeds the current market price per share of the Common Stock
      (determined as provided in paragraph (h) of this Section
      10.5)
      as of
      the completion of such tender offer (the “Completion
      Date”)
      times
      the number of shares of Common Stock outstanding (including any tendered shares)
      as of the Completion Date, then, and in each such case, immediately prior to
      the
      opening of business on the day after the date of the Completion Date, the
      Conversion Rate shall be adjusted so that the same shall equal the rate
      determined by dividing the Conversion Rate immediately prior to close of
      business on the Completion Date by a fraction (A) the numerator of which shall
      be equal to (i) the product of (x) the current market price per share of the
      Common Stock (determined as provided in paragraph (h) of this Section
      10.5)
      on the
      Completion Date multiplied by (y) the number of shares of Common Stock
      outstanding (including any tendered shares) on the Completion Date less (ii)
      the
      fair market value of the aggregate consideration paid in the tender offer (as
      determined by the Board of Directors, whose determination shall be conclusive
      and described in a Board Resolution), and (B) the denominator of which shall
      be
      equal to the product of (x) the current market price per share of the Common
      Stock (determined as provided in paragraph (h) of this Section
      10.5)
      as of
      the Completion Date multiplied by (y) the number of shares of Common Stock
      outstanding (including any tendered shares) as of the Completion Date less
      the
      number of all shares validly tendered and not withdrawn as of the Completion
      Date.

     

    (g)  The
      reclassification of Common Stock into securities other than Common Stock (other
      than any reclassification upon a consolidation or merger to which Section
      10.11
      applies)
      shall be deemed to involve (1) a distribution of such securities other than
      Common Stock to all holders of Common Stock (and the effective date of such
      reclassification shall be deemed to be “the date fixed for the determination of
      stockholders entitled to receive such distribution” and “the date fixed for such
      determination” within the meaning of paragraph (d) of this Section
      10.5),
      and
      (2) a subdivision or combination, as the case may be, of the number of shares
      of
      Common Stock outstanding immediately prior to such reclassification into the
      number of shares of Common Stock outstanding immediately thereafter (and the
      effective date of such reclassification shall be deemed to be “the day upon
      which such subdivision becomes effective” or “the day upon which such
      combination becomes effective”, as the case may be, and “the day upon which such
      subdivision or combination becomes effective” within the meaning of paragraph
      (c) of this Section
      10.5).

     

    
      
        
        

      

      
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    (h)  For
      the
      purpose of any computation under paragraphs (b), (d), (e) or (f) of this
Section
      10.5,
      the
      current market price per share of Common Stock on any date shall be calculated
      by the Company and be deemed to be the Volume Weighted Average Price for the
      Trading Day before the “ex date” with respect to the issuance or distribution
      requiring such computation. For purposes of this paragraph, the term “ex date,”
when used with respect to any issuance or distribution, means the first date
      on
      which the Common Stock trades regular way in the applicable securities market
      or
      on the applicable securities exchange without the right to receive such issuance
      or distribution.

     

    (i)  No
      adjustment in the Conversion Rate shall be required unless such adjustment
      (plus
      any adjustments not previously made by reason of this paragraph (i)) would
      require an increase or decrease of at least one percent in such
      rate;
      provided,
      however,
      that
      any adjustments which by reason of this paragraph (i) are not required to be
      made shall be carried forward and taken into account in any subsequent
      adjustment. All calculations under this Article
      X
      shall be
      made to the nearest cent or to the nearest one-hundredth of a share, as the
      case
      may be.

     

    (j)  The
      Company may make such increases in the Conversion Rate, for the remaining term
      of the Securities or any shorter term, in addition to those required by
      paragraphs (a), (b), (c), (d), (e) and (f) of this Section
      10.5,
      as it
      considers to be advisable in order to avoid or diminish any income tax liability
      to any holders of shares of Common Stock resulting from any dividend or
      distribution of Common Stock or issuance of rights or warrants to purchase
      or
      subscribe for Common Stock or from any event treated as such for income tax
      purposes.

     

    To
      the
      extent permitted by applicable law and subject to the stockholder approval
      requests of any applicable U.S. Securities exchange on which the Common Stock
      is
      traded, the Company from time to time may increase the Conversion Rate by any
      amount for any period of time if the period is at least twenty (20) days and
      the
      Board of Directors shall have made a determination that such increase would
      be
      in the best interests of the Company, which determination shall be conclusive.
      Whenever the Conversion Rate is increased pursuant to the preceding sentence,
      the Company shall give notice of the increase to the Holders of Securities
      in
      the manner provided in Section
      1.6
      at least
      fifteen (15) days prior to the date the increased Conversion Rate takes effect,
      and such notice shall state the increased Conversion Rate and the period during
      which it will be in effect.

     

    (k)  Notwithstanding
      the foregoing provisions of this Section
      10.5,
      no
      adjustment of the Conversion Rate shall be required to be made (1) upon the
      issuance of shares of Common Stock pursuant to any present or future plan for
      the reinvestment of dividends, (2) because of a tender or exchange offer of
      the
      character described in Rule 13e-4(h)(5) under the Exchange Act or any successor
      rule thereto or (3) as a result of a rights plan or poison pill implemented
      by
      the Company.

     

    (l)  In
      any
      case in which this Section
      10.5
      shall
      require that an adjustment be made immediately following a record date, the
      Company may elect to defer the effectiveness of such adjustment (but in no
      event
      until a date later than the effective time of the event giving rise to such
      adjustment), in which case the Company shall, with respect to any Security
      converted after such record date and on and before such adjustment shall have
      become effective (1) defer paying any cash payment pursuant to Section
      10.4
      hereof
      or issuing to the Holder of such Security the number of shares of Common Stock
      issuable upon such conversion in excess of the number of shares of Common Stock
      issuable thereupon only on the basis of the Conversion Rate prior to adjustment,
      and (2) not later than five (5) Business Days after such adjustment shall have
      become effective, pay to such Holder the appropriate cash payment pursuant
      to
Section
      10.4
      hereof
      and issue to such Holder the additional shares of Common Stock issuable on
      such
      conversion. Notwithstanding the foregoing, no adjustment of the Conversion
      Rate
      shall be made if the event giving rise to such adjustment does not
      occur.

     

    
      
        
        

      

      
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    (m)  In
      the
      event that the Company distributes rights or warrants (other than those referred
      to in paragraph (b) above)
      pro
      rata
      to
      holders of Common Stock, so long as any such rights or warrants have not
      expired, the Company shall make proper provision so that the Holder of any
      Security surrendered for conversion will be entitled to receive upon such
      conversion, in addition to the Common Stock issuable upon conversion of the
      Securities (the “Conversion
      Shares”),
      a
      number of rights and warrants to be determined as follows: (i) if such
      conversion occurs on or prior to the date for the distribution to the holders
      of
      rights or warrants of separate certificates evidencing such rights or warrants
      (the “Distribution
      Date”),
      the
      same number of rights or warrants to which a holder of a number of shares of
      Common Stock equal to the number of Conversion Shares is entitled at the time
      of
      such conversion in accordance with the terms and provisions of and applicable
      to
      the rights or warrants, and (ii) if such conversion occurs after such
      Distribution Date, the same number of rights or warrants to which a holder
      of
      the number of shares of Common Stock into which the principal amount of such
      Security so converted was convertible immediately prior to such Distribution
      Date would have been entitled on such Distribution Date in accordance with
      the
      terms and provisions of and applicable to the rights or warrants.

     

    SECTION
      10.6.   Notice
      of Adjustments of Conversion Rate.

     

    Whenever
      the Conversion Rate is adjusted as herein provided:

     

    (a)  the
      Company shall compute the adjusted Conversion Rate in accordance with
Section
      10.5
      and
      shall prepare a certificate signed by the Chief Financial Officer of the Company
      setting forth the adjusted Conversion Rate and showing in reasonable detail
      the
      facts upon which such adjustment is based, and such certificate shall promptly
      be filed with the Trustee and with the Conversion Agent; and

     

    (b)  upon
      each
      such adjustment, a notice stating that the Conversion Rate has been adjusted
      and
      setting forth the adjusted Conversion Rate shall be required, and as soon as
      practicable after it is required, such notice shall be provided by the Company
      to all Holders in accordance with Section
      1.6.

     

    Neither
      the Trustee nor the Conversion Agent shall be under any duty or responsibility
      with respect to any such certificate or the information and calculations
      contained therein, except to exhibit the same to any Holder of Securities
      desiring inspection thereof at its office during normal business hours. Unless
      and until a Responsible Officer of the Trustee and Conversion Agent receive
      notice of an adjusted Conversion Rate, the Trustee and the Conversion Agent
      may
      rely without inquiry on the Conversion Rate most recently in
      effect.

     

    
      
        
        

      

      
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    SECTION
      10.7.   Notice
      of Certain Corporate Action.

     

    In
      case:

     

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

     

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

     

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

     

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

     

    then
      the
      Company shall cause to be filed at each office or agency maintained for the
      purpose of conversion of Securities pursuant to
      Section 8.2,
      and
      shall cause to be provided to all Holders in accordance with Section
      1.6,
      at
      least twenty (20) days (or ten (10) days in any case specified in clause (a)
      or
      (b) above) prior to the applicable record or effective date hereinafter
      specified, a notice stating (1) the date on which a record is to be taken for
      the purpose of such dividend, distribution, rights, options or warrants, or,
      if
      a record is not to be taken, the date as of which the holders of Common Stock
      of
      record to be entitled to such dividend, distribution, rights, options or
      warrants are to be determined or (2) the date on which such reclassification,
      consolidation, merger, conveyance, transfer, sale, lease, dissolution,
      liquidation or winding up is expected to become effective, and the date as
      of
      which it is expected that holders of Common Stock of record shall be entitled
      to
      exchange their shares of Common Stock for securities, cash or other property
      deliverable upon such reclassification, consolidation, merger, conveyance,
      transfer, sale, lease, dissolution, liquidation or winding up. Neither the
      failure to give such notice or the notice referred to in the following paragraph
      nor any defect therein shall affect the legality or validity of the proceedings
      described in clauses (a) through (d) of this Section
      10.7.
      If at
      the time the Trustee shall not be the Conversion Agent, a copy of such notice
      shall also forthwith be filed by the Company with the Trustee.

     

    The
      Company shall cause to be filed at each office or agency maintained for the
      purpose of conversion of Securities pursuant to Section
      8.2,
      and
      shall cause to be provided to all Holders in accordance with Section
      1.6,
      notice
      of any tender offer by the Company or any Subsidiary for all or any portion
      of
      the Common Stock at or about the time that such notice of tender offer is
      provided to the public generally.

     

    SECTION
      10.8.   Company
      to Reserve Common Stock.

     

    The
      Company shall at all times following the consummation of the Acquisition and
      the
      approval of the Authorized Share Increase reserve and keep available, free
      from
      preemptive rights, out of its authorized but unissued Common Stock, for the
      purpose of effecting the conversion of Securities, the full number of shares
      of
      Common Stock then issuable upon the conversion of all Outstanding
      Securities.

     

    
      
        
        

      

      
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    SECTION
      10.9.   Taxes
      on Conversions.

     

    Except
      as
      provided in the next sentence, the Company will pay any and all taxes and duties
      that may be payable in respect of the issue or delivery of shares of Common
      Stock on conversion of Securities pursuant hereto. The Company shall not,
      however, be required to pay any tax or duty which may be payable in respect
      of
      any transfer involved in the issue and delivery of shares of Common Stock in
      a
      name other than that of the Holder of the Security or Securities to be
      converted, and no such issue or delivery shall be made unless and until the
      Person requesting such issue has paid to the Company the amount of any such
      tax
      or duty or has established to the satisfaction of the Company that such tax
      or
      duty has been paid.

     

    SECTION
      10.10.   Covenant
      as to Common Stock.

     

    The
      Company agrees that all shares of Common Stock that may be delivered upon
      conversion of Securities, upon such delivery, will be newly issued shares and
      will have been duly authorized and validly issued and will be fully paid and
      nonassessable and, except as provided in Section
      10.9,
      the
      Company will pay all taxes, liens and charges with respect to the issue
      thereof.

     

    The
      Company covenants that, if any shares of Common Stock to be provided for the
      purpose of conversion of Securities hereunder require registration with or
      approval of any governmental authority under any federal or state law before
      such shares may be validly issued upon conversion, the Company will use all
      commercially reasonable efforts, to the extent then permitted by the rules
      and
      interpretations of the Commission (or any successor thereto) or such other
      applicable governmental authority, to secure such registration or approval
      in
      connection with the conversion of Securities.

     

    The
      Company further covenants that if at any time the Common Stock shall be listed
      on the American Stock Exchange or any other national securities exchange or
      automated quotation system the Company will, if permitted and required by the
      rules of such exchange or automated quotation system, list and keep listed,
      so
      long as the Common Stock shall be so listed on such exchange or automated
      quotation system, all Common Stock issuable upon conversion of the
      Securities.

     

    SECTION
      10.11.   Cancellation
      of Converted Securities.

     

    All
      Securities delivered for conversion shall be delivered to the Trustee or its
      agent to be cancelled by or at the direction of the Trustee, which shall dispose
      of the same as provided in
      Section 2.10
      .

     

    SECTION
      10.12.   Provision
      in Case of Consolidation, Merger or Sale of Assets.

     

    In
      case
      of any consolidation or merger of the Company with or into any other Person,
      any
      merger of another Person with or into the Company (other than a merger that
      does
      not result in any reclassification, conversion, exchange or cancellation of
      outstanding shares of Common Stock of the Company) or any conveyance, sale,
      transfer or lease of all or substantially all of the assets of the Company,
      the
      Person formed by such consolidation or resulting from such merger or that
      acquires such assets, as the case may be, shall execute and deliver to the
      Trustee a supplemental indenture providing that the Holder of each Security
      then
      Outstanding shall have the right thereafter, during the period such Security
      shall be convertible as specified in Section
      10.1,
      to
      convert such Security only into the kind and amount of securities, cash and
      other property receivable upon such consolidation, merger, conveyance, sale,
      transfer or lease by a holder of the number of shares of Common Stock of the
      Company into which such Security might have been converted immediately prior
      to
      such consolidation, merger, conveyance, sale, transfer or lease, assuming such
      holder of Common Stock of the Company (a) is not a Person with which the Company
      consolidated or merged with or into or that merged into or with the Company
      or
      to which such conveyance, sale, transfer or lease was made, as the case may
      be
      (a “Constituent
      Person”),
      or an
      Affiliate of a Constituent Person and (b) failed to exercise his rights of
      election, if any, as to the kind or amount of securities, cash and other
      property receivable upon such consolidation, merger, conveyance, sale, transfer
      or lease (provided
      that if
      the kind or amount of securities, cash and other property receivable upon such
      consolidation, merger, conveyance, sale, transfer, or lease is not the same
      for
      each share of Common Stock of the Company held immediately prior to such
      consolidation, merger, conveyance, sale, transfer or lease by other than a
      Constituent Person or an Affiliate thereof and in respect of which such rights
      of election shall not have been exercised (“Non-electing
      Share”),
      then
      for the purpose of this Section
      10.12
      the kind
      and amount of securities, cash and other property receivable upon such
      consolidation, merger, conveyance, sale, transfer or lease by the holders of
      each Non-electing Share shall be deemed to be the kind and amount so receivable
      per share by a plurality of the Non-electing Shares). Such supplemental
      indenture shall provide for adjustments that, for events subsequent to the
      effective date of such supplemental indenture, shall be as nearly equivalent
      as
      may be practicable to the adjustments provided for in this Article
      X.
      The
      above provisions of this Section
      10.12
      shall
      similarly apply to successive consolidations, mergers, conveyances, sales,
      transfers or leases. Notice of the execution of such a supplemental indenture
      shall be given by the Company to the Holder of each Security as provided in
      Section
      1.6
      promptly
      upon such execution.

     

    
      
        
        

      

      
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    Neither
      the Trustee nor the Conversion Agent shall be under any responsibility to
      determine the correctness of any provisions contained in any such supplemental
      indenture relating either to the kind or amount of shares of stock or other
      securities or property or cash receivable by Holders of Securities upon the
      conversion of their Securities after any such consolidation, merger, conveyance,
      transfer, sale or lease or to any such adjustment but may accept as conclusive
      evidence of the correctness of any such provisions, and shall be protected
      in
      relying upon, an Officers Certificate or an Opinion of Counsel with respect
      thereto, which the Company shall cause to be furnished to the Trustee upon
      request.

     

    SECTION
      10.13.   Responsibility
      of Trustee for Conversion Provisions.

     

    (a)  The
      Trustee, subject to the provisions of Section
      5.1,
      and any
      Conversion Agent shall not at any time be under any duty or responsibility
      to
      any Holder of Securities to determine whether any facts exist that may require
      any adjustment of the Conversion Rate, or with respect to the nature or extent
      of any such adjustment when made, or with respect to the method employed herein
      or in any supplemental indenture in making the same, or whether a supplemental
      indenture need be entered into. Neither the Trustee, subject to the provisions
      of Section
      5.1,
      nor any
      Conversion Agent shall be accountable with respect to the validity or value
      (or
      the kind or amount) of any Common Stock, or of any other securities or property
      or cash, that may at any time be issued or delivered upon the conversion of
      any
      Security; and it or they do not make any representation with respect thereto.
      Neither the Trustee, subject to the provisions of Section
      5.1,
      nor any
      Conversion Agent shall be responsible for any failure of the Company to make
      or
      calculate any cash payment or to issue, transfer or deliver any shares of Common
      Stock or share certificates or other securities or property or cash upon the
      surrender of any Security for the purpose of conversion; and the Trustee,
      subject to the provisions of Section
      5.1,
      and any
      Conversion Agent shall not be responsible for any failure of the Company to
      comply with any of the covenants of the Company contained in this Article
      X
      .

     

    
      
        
        

      

      
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    ARTICLE
      11.

     

    [RESERVED]

     

    ARTICLE
      12.

    PURCHASE
      OF SECURITIES AT THE OPTION OF THE HOLDER UPON A

    FUNDAMENTAL
      CHANGE

     

    SECTION
      12.1.   Right
      to Require Repurchase.

     

    In
      the
      event that a Fundamental Change shall occur, then each Holder shall have the
      right, at the Holder’s option, but subject to the provisions of Section
      12.2,
      to
      require the Company to repurchase, and upon the exercise of such right the
      Company shall repurchase, all of such Holder’s Securities, or any portion of the
      principal amount thereof that is equal to U.S.$1,000 or any greater integral
      multiple of U.S.$1,000, on the date (the “Repurchase
      Date”)
      that
      is fixed by the Company at a cash purchase price equal to one hundred percent
      (100%) of the principal amount of the Securities to be repurchased plus interest
      and Other Interest, if any, accrued to, but excluding, the Repurchase Date
      (the
“Repurchase
      Price”);
      provided,
      however,
      that
      installments of interest on Securities whose Stated Maturity is on or prior
      to
      the Repurchase Date shall be payable to the Holders of such Securities, or
      one
      or more Predecessor Securities, registered as such on the relevant Record Date
      according to their terms and the provisions of
      Section 2.8.
      The
      Repurchase Date will be determined by the Company in the following manner:
      (i)
      the Company will give notice of the Fundamental Change as contemplated in
Section
      12.2(a)
      ; (ii)
      each Holder electing to exercise the repurchase right must deliver, on or before
      the twentieth (20th) day (or such greater period as may be required by
      applicable law) after the date of the Company’s notice provided in provision (i)
      above: (A) irrevocable written notice to the trustee of such Holder’s exercise
      of its repurchase right; and (B) the Securities with respect to which such
      repurchase right is being exercised; and (iii) the Company will make the
      repurchase on a date that is no later than twenty (20) Business Days after
      the
      Holder has delivered the notice provided in proviso (ii) above. Such right
      to
      require the repurchase of the Securities shall not continue after a discharge
      of
      the Company from its obligations with respect to the Securities in accordance
      with
      Article III
      unless a
      Fundamental Change shall have occurred prior to such discharge.

     

    
      
        
        

      

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

     

    (a)  On
      or
      before the twentieth (20th) day after the occurrence of a Fundamental Change,
      the Company or, at the request and expense of the Company on or before the
      thirtieth (30th) day after such occurrence, the Trustee, shall give to all
      Holders of Securities, in the manner provided in Section
      1.6,
      notice
      (the “Company
      Notice”)
      of the
      occurrence of the Fundamental Change and of the repurchase right set forth
      herein arising as a result thereof. The Company shall also deliver a copy of
      such notice of a repurchase right to the Trustee.

     

    Each
      notice of a repurchase right shall state:

     

    (1)  the
      Repurchase Date,

     

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

     

    (3)  the
      Repurchase Price, and whether the Repurchase Price shall be paid by the Company
      in cash or by delivery of shares of Common Stock or a combination
      thereof,

     

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

     

    (5)  that
      on
      the Repurchase Date, the Repurchase Price, and accrued interest, if any, will
      become due and payable upon each such Security designated by the Holder to
      be
      repurchased and that interest thereon shall cease to accrue on and after said
      date,

     

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

     

    (7)  the
      place
      or places that the Notice of Election of Holder to Require Repurchase attached
      hereto as Exhibit
      B,
      shall
      be delivered, and the form of such notice, and

     

    (8)  the
      CUSIP
      number or numbers of such Securities.

     

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

     

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

     

    (b)  To
      exercise a repurchase right, a Holder shall deliver to the Trustee on or before
      the twentieth (20th) day (or such greater period as may be required by
      applicable law) after the date of the Company Notice (1) written notice of
      the
      Holder’s exercise of such right, which notice shall set forth the name of the
      Holder, the principal amount of the Securities to be repurchased (and, if any
      Security is to repurchased in part, the serial number thereof, the portion
      of
      the principal amount thereof to be repurchased and the name of the Person in
      which the portion thereof to remain Outstanding after such repurchase is to
      be
      registered) and a statement that an election to exercise the repurchase right
      is
      being made thereby, and (2) the Securities with respect to which the repurchase
      right is being exercised. Such written notice shall be irrevocable, except
      that
      the right of the Holder to convert the Securities with respect to which the
      repurchase right is being exercised shall continue until the close of business
      on the Business Day immediately preceding the Repurchase Date.

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

       

    

    (c)  In
      the
      event a repurchase right shall be exercised in accordance with the terms hereof,
      the Company shall pay or cause to be paid to the Trustee the Repurchase Price
      in
      cash, as provided above, for payment to the Holder on the Repurchase Date
      together with accrued and unpaid interest to the Repurchase Date payable with
      respect to the Securities as to which the purchase right has been
      exercised.

     

    (d)  If
      any
      Security (or portion thereof) surrendered for repurchase shall not be so paid
      on
      the Repurchase Date, the principal amount of such Security (or portion thereof,
      as the case may be) shall, until paid, bear interest to the extent permitted
      by
      applicable law from the Repurchase Date at the rate then in effect per annum,
      and each Security shall remain convertible into Common Stock until the principal
      of such Security (or portion thereof, as the case may be) shall have been paid
      or duly provided for.

     

    (e)  Any
      Security that is to be repurchased only in part shall be surrendered to the
      Trustee (with, if the Company or the Trustee so requires, due endorsement by,
      or
      a written instrument of transfer in form satisfactory to the Company and the
      Trustee duly executed by, the Holder thereof or his attorney duly authorized
      in
      writing), and the Company shall execute, and the Trustee shall authenticate
      and
      make available for delivery to the Holder of such Security without service
      charge, a new Security or Securities, containing identical terms and conditions,
      each in an authorized denomination in aggregate principal amount equal to and
      in
      exchange for the unrepurchased portion of the principal of the Security so
      surrendered.

     

    (f)  All
      Securities delivered for repurchase shall be delivered to the Trustee to be
      canceled at the direction of the Trustee, which shall dispose of the same as
      provided in Section
      2.10.

     

    ARTICLE
      13.

    HOLDERS
      LISTS AND REPORTS BY

    TRUSTEE
      AND COMPANY; NON-RECOURSE

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    provided,
      however,
      that no
      such list need be furnished so long as the Trustee is acting as Security
      Registrar.

     

    SECTION
      13.2.   Preservation
      of Information.

     

    (a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section
      13.1
      and the
      names and addresses of Holders received by the Trustee in its capacity as
      Security Registrar. The Trustee may destroy any list furnished to it as provided
      in Section
      13.1
      upon
      receipt of a new list so furnished.

     

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

     

    (c)  Every
      Holder of Securities, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company nor the Trustee nor any agent of either
      of them shall be held accountable by reason of any disclosure of information
      as
      to names and addresses of Holders made pursuant to the Trust Indenture
      Act.

     

    SECTION
      13.3.   No
      Recourse Against Others.

     

    An
      incorporator or any past, present or future director, officer, employee or
      stockholder, as such, of the Company or any successor entity shall not have
      any
      liability for any obligations of the Company under the Securities or this
      Indenture or for any claim based on, in respect of or by reason of such
      obligations or their creation. By accepting a Security, each Holder shall waive
      and release all such liability. Such waiver and release shall be part of the
      consideration for the issue of the Securities.

     

    SECTION
      13.4.   Reports
      by Trustee.

     

    (a)  After
      this Indenture has been qualified under the Trust Indenture Act, the Trustee
      shall transmit to Holders such reports concerning the Trustee and its actions
      under this Indenture as may be required pursuant to the Trust Indenture Act
      at
      the times and in the manner provided therein. If required by Section 313(a)
      of
      the Trust Indenture Act, the Trustee shall, within sixty (60) days after each
      May 15 following the date of this Indenture, deliver to Holders a brief report,
      dated as of such May 15, that complies with the provisions of such Section
      313(a).

     

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

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

       

    

    SECTION
      13.5.   Reports
      by Company.

     

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

     

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

     

    ARTICLE
      14.

    REDEMPTION
      OF SECURITIES

     

    SECTION
      14.1.   Right
      of Redemption.

     

    The
      Company may elect to redeem for cash all or any portion of the Securities (a
      “Redemption”)
      at any
      time on or after December 31, 2009 (the “Redemption
      Date”).

     

    The
      Securities shall not be redeemable at the option of the Company other than
      pursuant to this Article
      XIV.
      The
      Securities shall be subject to mandatory redemption as provided in Section
      14.10.

     

    SECTION
      14.2.   Applicability
      of Article.

     

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

     

    SECTION
      14.3.   Election
      to Redeem; Notice to Trustee.

     

    In
      case
      of any redemption pursuant hereto, the Company shall, at least fifteen (15)
      Business Days prior to the Redemption Notice Date (unless a shorter notice
      shall
      be satisfactory to the Trustee), notify the Trustee by Company Request of the
      Redemption Date and of the principal amount of Securities of that series to
      be
      redeemed and shall deliver to Trustee such documentation and records as shall
      enable Trustee to select the Securities to be redeemed pursuant to Section
      14.4.

     

    SECTION
      14.4.   Selection
      by Trustee of Securities to Be Redeemed.

     

    If
      less
      than all the Securities are to be redeemed, the particular Securities to be
      redeemed shall be selected by the Trustee at least five (5) Business Days prior
      to the Redemption Notice Date from the Outstanding Securities not previously
      called for redemption by lot or such method as the Trustee may deem fair and
      appropriate.

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

       

    

    If
      any
      Registered Security selected for partial redemption is converted in part before
      termination of the conversion right with respect to the portion of the Security
      so selected, the unconverted portion of such Security shall be deemed (so far
      as
      may be) to be the portion selected for redemption.

     

    The
      Trustee shall promptly notify the Company and each Security Registrar in writing
      of the Securities selected for redemption and, in the case of any Securities
      selected for partial redemption, the principal amount and certificate numbers
      thereof to be redeemed.

     

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

     

    SECTION
      14.5.   Notice
      of Redemption.

     

    Upon
      not
      less than thirty (30) nor more than sixty (60) days prior to the Redemption
      Date
      (the “Redemption
      Notice Date”),
      notice of Redemption shall be given by the Company, or by the Trustee upon
      the
      written request of the Company, in the manner provided in Section
      1.6
      to all
      Holders of Securities in the case of an Redemption by the Company. All notices
      of Redemption shall identify the Securities to be redeemed (including CUSIP
      numbers) and shall state:

     

    (a)  the
      Redemption Date,

     

    (b)  the
      Redemption Price,

     

    (c)  that
      on
      the Redemption Date the Redemption Price, will become due and payable upon
      each
      such Security to be redeemed, and that interest thereon shall cease to accrue
      on
      and after said date,

     

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

     

    (e)  the
      place
      or places where such Securities are to be surrendered for payment of the
      Redemption Price.

     

    If
      any of
      the Securities to be redeemed is in the form of a Global Security, then the
      Company shall modify such notice to the extent necessary to accord with the
      procedures of the Depositary applicable to redemptions.

     

    Notice
      of
      Redemption received by the Trustee shall be given by the Trustee to the Paying
      Agent in the name of and at the expense of the Company.

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

      
         

        Notice
          of
          redemption of Securities to be redeemed at the election of the Company,
          at its
          written request to Trustee made at least 45 days prior to the Redemption
          Date,
          shall be given by the Trustee in the name and at the expense of the Company.
          In
          such event, the Company shall provide the Trustee with the information
          required
          by this Section.

         

      

    

    SECTION
      14.6.   Deposit
      of Redemption Price.

     

    Not
      less
      than one (1) Business Day prior to any Redemption Date, the Company shall
      deposit with the Trustee (or, if the Company is acting as its own Paying Agent,
      segregate and hold in trust as provided in Section
      8.3)
      an
      amount of money (which shall be in immediately available funds on such
      Redemption Date) sufficient to pay the Redemption Price of, and (except if
      the
      Redemption Date shall be an Interest Payment Date) accrued or unpaid interest
      and Additional Interest on, all the Securities that are to be redeemed on that
      date other than any Securities called for Redemption on that date that have
      been
      converted prior to the date of such deposit.

     

    If
      any
      Security called for Redemption is converted, any money deposited with the
      Trustee or so segregated and held in trust for the Redemption of such Security
      shall (subject to any right of the Holder or such Security or any Predecessor
      Security to receive interest as provided in the last paragraph of Section
      2.8)
      be paid
      to the Company on Company Request or, if then held by the Company, shall be
      discharged from such trust.

     

    SECTION
      14.7.   Securities
      Payable on Redemption Date.

     

    Notice
      of
      redemption having been given as aforesaid, the Securities to be so redeemed
      shall, on the applicable Redemption Date, become due and payable at the
      Redemption Price therein specified, and from and after such date (unless the
      Company shall default in the payment of the Redemption Price, including any
      applicable accrued interest) such Securities shall cease to bear interest.
      Upon
      surrender of any Securities for redemption in accordance with said notice,
      such
      Security shall be paid by the Company at the Redemption Price together with
      any
      applicable accrued and unpaid interest and Other Interest up to but not
      including the Redemption Date;
      provided,
      however,
      that
      installments of interest on Securities whose Stated Maturity is on or prior
      to
      the Redemption Date shall be payable to the Holders of such Securities, or
      one
      or more Predecessor Securities, registered as such on the relevant Record Date
      according to their terms and the provisions of Section
      2.8.

     

    If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal amount of, premium, if any, and, to the extent
      permitted by applicable law, accrued interest on such Security shall, until
      paid, bear interest from the Redemption Date at the rate then in effect, and
      such Security shall remain convertible until the principal of such Security
      (or
      portion thereof, as the case may be) shall have been paid or duly provided
      for.

     

    SECTION
      14.8.   Securities
      Redeemed in Part.

     

    Any
      Security that is to be redeemed only in part shall be surrendered at an office
      or agency of the Company designated for that purpose pursuant to Section
      8.2
      (with,
      if the Company or the Trustee so requires, due endorsement by, or a written
      instrument of transfer in form satisfactory to the Company and the Trustee
      duly
      executed by, the Holder thereof or his attorney duly authorized in writing),
      and
      the Company shall execute, and the Trustee shall authenticate and make available
      for delivery to the Holder of such Security without service charge, a new
      Registered Security or Securities, of any authorized denomination as requested
      by such Holder, in aggregate principal amount equal to and in exchange for
      the
      unredeemed portion of the principal of the Security so surrendered.

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

       

    

    SECTION
      14.9.   Conversion
      Arrangement on Call for Redemption.

     

    In
      connection with any redemption of the Securities, the Company may arrange for
      the purchase and conversion of any Securities by an agreement with one or more
      investment bankers or other purchasers (the “Purchasers”)
      to
      purchase such Securities by paying to the Trustee in trust for the Holders,
      on
      or before the applicable Redemption Date, an amount not less than the applicable
      Redemption Price, together with interest accrued and unpaid to such Redemption
      Date, of such Securities. Notwithstanding anything to the contrary contained
      in
      this Article
      XIV,
      the
      obligation of the Company to pay the applicable Redemption Price, together
      with
      any applicable interest (including Other Interest) accrued and unpaid to, but
      not including, the Redemption Date, shall be deemed to be satisfied and
      discharged to the extent such amount is so paid by such Purchasers. If such
      an
      agreement is entered into (a copy of which shall be filed with the Trustee
      prior
      to the close of business on the second (2nd)
      Business Day immediately prior to the Redemption Date), any Securities called
      for redemption that are not duly surrendered for conversion by the Holders
      thereof may, at the option of the Company, be deemed, to the fullest extent
      permitted by law, and consistent with any agreement or agreements with such
      Purchasers, to be acquired by such Purchasers from such Holders and
      (notwithstanding anything to the contrary contained in this
      Article XIV)
      surrendered by such Purchasers for conversion, all as of immediately prior
      to
      the close of business on the Redemption Date (and the right to convert any
      such
      Securities shall be extended through such time), subject to payment of the
      above
      amount as aforesaid. At the direction of the Company, the Trustee shall hold
      and
      dispose of any such amount paid to it by the Purchasers to the Holders in the
      same manner as it would monies deposited with it by the Company for the
      redemption of Securities. Without the Trustee’s prior written consent, no
      arrangement between the Company and such Purchasers for the purchase and
      conversion of any Securities shall increase or otherwise affect any of the
      powers, duties, responsibilities or obligations of the Trustee as set forth
      in
      this Indenture, and the Company agrees to indemnify the Trustee from, and hold
      it harmless against, any loss, liability or expense arising out of or in
      connection with any such arrangement for the purchase and conversion of any
      Securities between the Company and such Purchasers, including the costs and
      expenses, including reasonable legal fees, incurred by the Trustee in the
      defense of any claim or liability arising out of or in connection with the
      exercise or performance of any of its powers, duties, responsibilities or
      obligations under this Indenture.

     

    SECTION
      14.10.   Escrow
      Agreement and Special Mandatory Redemption.

     

    (a)  Except
      as
      set forth in clause (b) of this Section
      14.10
      or under
Article
      XII
      hereof,
      the Company is not required to make mandatory redemption payments with respect
      to the Securities.

     

    (b)  The
      Company agrees to enter into the Escrow Agreement on the date hereof and comply
      with the terms and provisions thereof. Each Holder, by its acceptance of this
      Security, consents and agrees to the terms of the Escrow Agreement as the same
      may be in effect or may be amended from time to time in accordance with its
      terms, and authorizes and directs the Trustee, in its capacity as escrow agent,
      to enter into the Escrow Agreement and to perform its obligations and exercise
      its rights thereunder in accordance therewith.

     

    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

       

    

    (c)  In
      accordance with the terms and conditions of the Escrow Agreement, and using
      the
      Deposits (as defined in the Escrow Agreement), the Company shall redeem all
      and
      not less than all of the Securities, if the Acquisition and/or the Authorized
      Share Increase shall not have been approved by the Company’s stockholders on or
      before May 31, 2007 or shall have been rejected by the stockholders prior to
      that date (in either case, a “Special
      Mandatory Redemption Event”),
      at a
      redemption price equal to 100% of the principal amount of the Securities, plus
      any Escrow Interest (a “Special
      Mandatory Redemption”).
      In the
      event of a Special Mandatory Redemption, the Company shall not be required
      to
      make interest payments on each Interest Payment Date at a rate of 8% per annum
      but shall only be required to pay the Escrow Interest.

     

    (d)  Upon
      the
      occurrence of a Special Mandatory Redemption Event, the Company will cause
      a
      notice of such redemption to be sent in the manner set forth in Section
      1.6
      no later
      than five (5) Business Days after the occurrence of the Special Mandatory
      Redemption Event, and shall redeem the Securities no later than fifteen (15)
      days following the date of such notice of redemption (the “Special
      Mandatory Redemption Date”).

     

    (e)  The
      Deposits may be released from the Escrow Agreement in accordance with the
      provisions of the Escrow Agreement. The Trustee and each of the Holders
      acknowledge that a release of Deposits in accordance with the provisions of
      the
      Escrow Agreement and of this Indenture will not be deemed for any purpose to
      be
      an impairment of the Deposits in contradiction of the terms of this Indenture
      or
      the Trust Indenture Act. Prior to the filing of the Shelf Registration Statement
      pursuant to the Registration Rights Agreement, the Company will not comply
      with
      Section 3.14(d) of the Trust Indenture Act relating to the release of property
      or securities from the Escrow Agreement and relating to the substitution
      therefore of any property or securities to be subjected to the Escrow Agreement
      to be complied with. 

     

    SECTION
      14.11.  Security
      and Pledge.

     

    (a)  To
      secure
      certain obligations of the Company to the Holders of the Securities, the Company
      agrees to enter into the Pledge Agreement on the date hereof an comply with
      the
      terms and provisions thereof.

     

    (b)  Each
      Holder, by its acceptance of this Security, consents and agrees to the terms
      of
      the Pledge Agreement as the same may be in effect or may be amended from time
      to
      time in accordance with its terms, and authorizes and directs the Trustee,
      in
      its capacity as collateral agent, to enter into the Pledge Agreement and to
      perform its obligations and exercise its rights thereunder in accordance
      therewith.

     

    (c)  The
      Collateral (as defined in the Pledge Agreement) may be released from the
      security interest created by the Pledge Agreement at any time or form time
      to
      time in accordance with the provisions of the Pledge Agreement. The Trustee
      and
      each of the Holders acknowledge that a release of a lien strictly in accordance
      with the provisions of the Pledge Agreement and of this Indenture will not
      be
      deemed for any purpose to be an impairment of the Collateral in contraction
      of
      the terms of this Indenture or the Trust Indenture Act. Prior to the filing
      of
      the Shelf Registration Statement pursuant to the Registration Rights Agreement,
      the Company will not comply with Section 3.14(d) of the Trust Indenture Act
      relating to the release of property or securities from the lien and security
      interest created under the Pledge Agreement and relating to the substitution
      therefore of any property or securities to be subjected to the lien and security
      interest created under the Pledge Agreement to be complied with.

     

    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      15.

    SUBSIDIARY
      GUARANTEES

     

    SECTION
      15.1.   Guarantee.

     

    (a)   After
      the
      consummation of the Acquisition, subject to this Article
      XV,
      each of
      the Guarantors hereby, jointly and severally, unconditionally guarantees to
      each
      Holder of Securities authenticated and delivered by the Trustee and to the
      Trustee and its successors and assigns, irrespective of the validity and
      enforceability of this Indenture, the Securities or the obligations of the
      Company hereunder or thereunder, that:

     

    (1)  the
      principal of, premium and interest on the Securities will be promptly paid
      in
      full when due, whether at maturity, by acceleration, redemption or otherwise,
      and interest on the overdue principal of and interest on the Securities, if
      any,
      if lawful, and all other obligations of the Company to the Holders or the
      Trustee hereunder or thereunder will be promptly paid in full or performed,
      all
      in accordance with the terms hereof and thereof; and

     

    (2)   in
      case
      of any extension of time of payment or renewal of any Securities or any of
      such
      other obligations, that same will be promptly paid in full when due or performed
      in accordance with the terms of the extension or renewal, whether at stated
      maturity, by acceleration or otherwise.

     

    Failing
      payment when due of any amount so guaranteed or any performance so guaranteed
      for whatever reason, the Guarantors will be jointly and severally obligated
      to
      pay the same immediately.  Each Guarantor agrees that this is a guarantee
      of payment and not a guarantee of collection.

     

    (b)  The
      Guarantors hereby agree that their obligations hereunder are unconditional,
      irrespective of the validity, regularity or enforceability of the Securities
      or
      this Indenture, the absence of any action to enforce the same, any waiver or
      consent by any Holder of the Securities with respect to any provisions hereof
      or
      thereof, the recovery of any judgment against the Company, any action to enforce
      the same or any other circumstance which might otherwise constitute a legal
      or
      equitable discharge or defense of a guarantor.  Each Guarantor hereby
      waives diligence, presentment, demand of payment, filing of claims with a court
      in the event of insolvency or bankruptcy of the Company, any right to require
      a
      proceeding first against the Company, protest, notice and all demands whatsoever
      and covenant that this Subsidiary Guarantee will not be discharged except by
      complete performance of the obligations contained in the Securities and this
      Indenture.

     

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

       

    

    (c)  If
      any
      Holder or the Trustee is required by any court or otherwise to return to the
      Company, the Guarantors or any custodian, trustee, liquidator or other similar
      official acting in relation to either the Company or the Guarantors, any amount
      paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to
      the
      extent theretofore discharged, will be reinstated in full force and
      effect.

     

    (d)  Each
      Guarantor agrees that it will not be entitled to any right of subrogation in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby.  Each Guarantor
      further agrees that, as between the Guarantors, on the one hand, and the Holders
      and the Trustee, on the other hand, (1) the maturity of the obligations
      guaranteed hereby may be accelerated as provided in Article
      IV
      hereof
      for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
      injunction or other prohibition preventing such acceleration in respect of
      the
      obligations guaranteed hereby, and (2) in the event of any declaration of
      acceleration of such obligations as provided in Article
      IV
      hereof,
      such obligations (whether or not due and payable) will forthwith become due
      and
      payable by the Guarantors for the purpose of this Subsidiary Guarantee. 
The Guarantors will have the right to seek contribution from any non-paying
      Guarantor so long as the exercise of such right does not impair the rights
      of
      the Holders under this Subsidiary Guarantee.

     

    SECTION
      15.2.   
      Limitation
      on Guarantor Liability.

     

    Each
      Guarantor, and by its acceptance of Securities, each Holder, hereby confirms
      that it is the intention of all such parties that the Subsidiary Guarantee
      of
      such Guarantor not constitute a fraudulent transfer or conveyance for purposes
      of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
      Transfer Act or any similar federal or state law to the extent applicable to
      any
      Subsidiary Guarantee.  To effectuate the foregoing intention, the Holders
      and the Guarantors hereby irrevocably agree that the obligations of such
      Guarantor will be limited to the maximum amount that will, after giving effect
      to such maximum amount and all other contingent and fixed liabilities of such
      Guarantor that are relevant under such laws, and after giving effect to any
      collections from, rights to receive contribution from or payments made by or
      on
      behalf of any other Guarantor in respect of the obligations of such other
      Guarantor under this Article
      XV,
      result
      in the obligations of such Guarantor under its Subsidiary Guarantee not
      constituting a fraudulent transfer or conveyance.

     

    SECTION
      15.3.   Execution
      and Delivery of Subsidiary Guarantee.

     

    To
      evidence its Subsidiary Guarantee set forth in Section
      15.1,
      within
      thirty (30) Business Days following the consummation of the Acquisition, each
      Guarantor hereby agrees that a notation of such Subsidiary Guarantee
      substantially in the form attached as Exhibit
      D
      hereto
      will be endorsed by an officer of such Guarantor on each Security authenticated
      and delivered by the Trustee and that this Indenture will be executed on behalf
      of such Guarantor by one of its officers.

     

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

       

    

    Each
      Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section
      15.1
      will
      remain in full force and effect notwithstanding any failure to endorse on each
      Security a notation of such Subsidiary Guarantee.

     

    If
      an
      officer whose signature is on this Indenture or on the Subsidiary Guarantee
      no
      longer holds that office at the time the Trustee authenticates the Note on
      which
      a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be valid
      nevertheless. 

     

    The
      delivery of any Security by the Trustee, after the authentication thereof
      hereunder, will constitute due delivery of the Subsidiary Guarantee set forth
      in
      this Indenture on behalf of the Guarantors.

     

    In
      the
      event that the Company creates or acquires any Domestic Subsidiary after the
      date of this Indenture, the Company will cause such Domestic Subsidiary to
      comply with this Article
      XV,
      to the
      extent applicable.

     

    SECTION
      15.4.   Guarantors
      May Consolidate, etc., on Certain Terms; Releases.

     

    In
      the
      event of any sale or other disposition of all or substantially all of the assets
      of any Guarantor, by way of (a) merger, consolidation or otherwise, (b) a sale
      or other disposition of all of the Capital Stock of any Guarantor, in each
      case
      to a Person that is not (either before or after giving effect to such
      transactions) the Company or a Subsidiary of the Company, or (c) upon
      satisfaction and discharge of this Indenture in accordance with Section
      3.1,
      then
      such Guarantor (in the event of a sale or other disposition, by way of merger,
      consolidation or otherwise, of all of the capital stock of such Guarantor)
      or
      the Corporation acquiring the property (in the event of a sale or other
      disposition of all or substantially all of the assets of such Guarantor) will
      be
      released and relieved of any obligations under its Subsidiary Guarantee;
provided
      that the
      foregoing clause shall not apply to any sale or disposition that constitutes
      a
      Fundamental Change.  Upon delivery by the Company to the Trustee of an
      Officer’s Certificate and an Opinion of Counsel to the effect that such sale or
      other disposition was made by the Company in accordance with the provisions
      of
      this Indenture, the Trustee will execute any documents reasonably required
      in
      order to evidence the release of any Guarantor from its obligations under its
      Subsidiary Guarantee.

     

    Any
      Guarantor not released from its obligations under its Subsidiary Guarantee
      will
      remain liable for the full amount of principal of and interest on the Securities
      and for the other obligations of any Guarantor under this Indenture as provided
      in this Article
      XV.

     

    [Signature
      Page Follows]

     

    


    
      
        
          
          

        

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

     

    
      	ACQUICOR
              TECHNOLOGY INC.	 	 	 
	 	 	 	 	 
	 By	/s/ Gilbert
              F. Amelio	 	 	 
	 	
              

              Name:
                Gilbert F. Amelio 
                Title:
                  Chairman and Chief Executive Officer

              

            	 	 	
            
	 	 	 	 	 


    

     

    
      	U.S.
              BANK NATIONAL ASSOCIATION, AS TRUSTEE	 	 	 
	 	 	 	 	 
	 By	/s/ Richard
              Prokosch	 	 	 
	 	
              

              Name:
                Richard Prokosch

            	 	 	
            
	 	
              Title:
                Vice-President

            	 	 	
            


    

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

     

    [FORM
      OF
      FACE]

     

    [THE
      FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED SECURITY OTHER
      THAN
      ANY RESTRICTED GLOBAL SECURITY:

     

    THIS
      NOTE
      AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
      TRANSFERRED EXCEPT (A)(1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
      THE
      SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (2) PURSUANT
      TO
      ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE)
      (AND
      BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO ACQUICOR TECHNOLOGY INC.) OR
      (3)
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND
      (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
      UNITED STATES AND OTHER JURISDICTIONS. EACH PURCHASER OF THIS NOTE IS HEREBY
      NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM
      THE
      PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER
      OR OTHER EXEMPTIONS THEREFROM.

     

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

     

    THIS
      NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT
      BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
      OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
      ANY
      BENEFICIAL INTEREST IN THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF SUCH
      BENEFICIAL INTEREST IN THIS NOTE MAY BE RELYING
      ON
      THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
      BY
      RULE 144A THEREUNDER OR OTHER EXEMPTIONS THEREFROM.

     

    EACH
      BENEFICIAL OWNER OF AN INTEREST IN ANY OF THE SECURITIES EVIDENCED BY THIS
      NOTE
      (INCLUDING ANY PARTICIPANT IN THE DEPOSITARY HOLDING THIS NOTE THAT IS SHOWN
      AS
      HOLDING SUCH AN INTEREST ON THE RECORDS OF SUCH DEPOSITARY AND EACH BENEFICIAL
      OWNER THAT HOLDS THROUGH ANY SUCH PARTICIPANT) AGREES FOR THE BENEFIT OF
      ACQUICOR TECHNOLOGY INC. THAT (A) ANY BENEFICIAL INTEREST IN THIS NOTE AND
      ANY
      SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE OFFERED,
      SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO AN EXEMPTION
      FROM
      REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
      AVAILABLE), (2) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT (IF AVAILABLE) (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE
      TO ACQUICOR TECHNOLOGY INC.) OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
      SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS
      AND
      THAT (B) THE BENEFICIAL OWNER WILL, AND EACH SUBSEQUENT BENEFICIAL OWNER OF
      AN
      INTEREST IN ANY OF THE SECURITIES EVIDENCED BY THIS NOTE OR ANY COMMON STOCK
      ISSUABLE UPON CONVERSION THEREOF IS REQUIRED TO, NOTIFY ANY PURCHASER OF ANY
      BENEFICIAL INTEREST IN THE NOTE OR SUCH COMMON STOCK ISSUABLE UPON ITS
      CONVERSION FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
      ABOVE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    [THE
      FOLLOWING LEGENDS SHALL APPEAR ON THE FACE OF EACH RESTRICTED
      SECURITY:

     

    THIS
      NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY RELATED
      DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE
      RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES
      TO
      REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION
      THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED
      SECURITIES GENERALLY. THE HOLDER OF THIS
      NOTE
      AND ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION SHALL BE DEEMED
      BY
      THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH
      AMENDMENT OR SUPPLEMENT.]

     

    THE
      HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS
      AGREEMENT (AS DEFINED IN THE INDENTURE) AND, BY ITS ACCEPTANCE HEREOF, AGREES
      TO
      BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION
      AGREEMENT.

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    ACQUICOR
      TECHNOLOGY INC.

     

    8%
      CONVERTIBLE SENIOR NOTE DUE DECEMBER 31, 2011

     

    
      	
              No. ___________

            	
               

            	
              U.S.$
                ___________

            


    

     

    CUSIP
      No.

     

    Acquicor
      Technology Inc., a corporation duly organized and existing under the laws of
      the
      State of Delaware (herein called the “Company,”
which
      term includes any successor Person under the Indenture referred to on the
      reverse hereof), for value received, hereby promises to pay to Cede & Co.,
      or registered assigns, the principal sum of ____________ United States Dollars
      (U.S.$ __________) [if
      this Security is a Global Security, then insert — (which principal amount may
      from time to time be increased or decreased to such other principal amounts
      (which, taken together with the principal amounts of all other Outstanding
      Securities, shall not exceed $__________________ in the aggregate at any time,
      [by adjustments made on the records of the Trustee hereinafter referred to
      in
      accordance with the Indenture)]]
      on
      December 31, 2011, unless repurchased or redeemed on an earlier
      date.

     

    
      	
              Interest
                Payment Dates:

            	
              June
                30 and December 31

            
	
              Regular
                Record Dates:

            	
              June
                15 and December 15

            
	
               

            	
               

            


    

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

     

    SIGNATURE
      PAGE FOLLOWS

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



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

    
      	 	 	 
	 	ACQUICOR
              TECHNOLOGY INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	
              Title:

            


    

     

    Attest:

    
      	
               

            
	
              ________________________________

            


    

    Name:

     

    Dated: _________________

     

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

     

    U.S.
      BANK NATIONAL ASSOCIATION,

    as
      Trustee

     

    By:
      _____________________________________

    Authorized
      Signatory

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    [FORM
      OF REVERSE]

     

    Indenture;
      Defined Terms.
      This
      Security is one of a duly authorized issue of securities of the Company
      designated as its “8% Convertible Senior Notes due December 31, 2011” (herein
      called the “Securities”),
      limited in aggregate principal amount to U.S.$145,000,000, issued and to be
      issued under an Indenture dated as of December 19, 2006 (herein called the
      “Indenture”)
      between the Company and U.S. Bank National Association, as Trustee (herein
      called the “Trustee,”
which
      term includes any successor trustee under the Indenture), to which Indenture
      and
      all indentures supplemental thereto reference is hereby made for a statement
      of
      the respective rights, limitations of rights, duties and immunities thereunder
      of the Company, the Trustee and the Holders of the Securities and of the terms
      upon which the Securities are, and are to be, authenticated and delivered.
      To
      the extent any provision of this Security conflicts with the express provisions
      of the Indenture, the provisions of the Indenture shall govern and be
      controlling. All terms used in this Security which are defined in the Indenture
      shall have the meanings assigned to them in the Indenture

     

    Payments
      of Interest.
      The
      Company promises to pay interest on the principal amount of this Security,
      from
      December 19, 2006, or from the most recent Interest Payment Date (as defined
      below) to which interest has been paid or duly provided for, semiannually in
      arrears on June 30 and December 31 in each year (each, an “Interest
      Payment Date”),
      commencing June 30, 2007, at the rate of 8% per annum, until the principal
      hereof is due, and at the rate then in effect on any overdue principal and
      premium, if any, and, to the extent permitted by law, on any overdue interest.
      The interest so payable, and punctually paid or duly provided for, on any
      Interest Payment Date will, as provided in the Indenture, be paid to the Person
      in whose name this Security (or one or more Predecessor Securities) is
      registered at the close of business on the Regular Record Date for such
      interest, which shall be June 15 and December 15 (whether or not a Business
      Day), as the case may be, next preceding such Interest Payment Date. Any
      interest not punctually paid or duly provided for shall be payable as provided
      in the Indenture. Notwithstanding the foregoing, in the event of a Special
      Mandatory Redemption, Escrow Interest shall be paid as provided in Section
      14.10
      of the
      Indenture. 

     

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

     

    Payments
      of Principal.
      Payments of principal shall be made upon the surrender of this Security at
      the
      Corporate Trust Office or at such other office or agency of the Company as
      may
      be designated by it for such purpose in the Borough of Manhattan, The City
      of
      New York, in such coin or currency of the United States of America as at the
      time of payment shall be legal tender for the payment of public and private
      debts, or at such other offices or agencies as the Company may designate, by
      United States Dollar check drawn on, or wire transfer to, a United States Dollar
      account (such a wire transfer to be made only to a Holder of an aggregate
      principal amount of Registered Securities in excess of U.S.$2,000,000 and only
      if such Holder shall have furnished wire instructions in writing to the Trustee
      no later than 15 days prior to the relevant payment date) maintained by the
      payee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Sinking
      Fund.
      No
      sinking fund is provided for the Securities.

     

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

     

    In
      any
      case where the due date for the payment of the principal of, premium, if any,
      interest or Additional Interest, if any, on any Security or the last day on
      which a Holder of a Security has a right to convert its Security shall be,
      at
      any Place of Payment or Place of Conversion, as the case may be, a day on which
      banking institutions at such Place of Payment or Place of Conversion are
      authorized or obligated by law or executive order to close, then payment of
      principal, premium, if any, or interest or delivery for conversion of such
      Security need not be made on or by such date at such place but may be made
      on or
      by the next succeeding day at such place which is not a day on which banking
      institutions are authorized or obligated by law or executive order to close,
      with the same force and effect as if made on the date for such payment or the
      date fixed for repurchase, or by such last day for conversion, and no interest
      shall accrue on the amount so payable for the period from and after such due
      date. Interest on the Securities shall be computed on the basis of a 360-day
      year of twelve 30-day months.

     

    Redemption
      of Securities at Option of Company.
      All or
      any portion of the Securities are subject to redemption at the option of the
      Company at any time on or after December 31, 2009 (“Optional
      Redemption”),
      upon
      not less than twenty (20) nor more than thirty (30) days notice to the Holders
      prior to the redemption date specified in such notice (the “Optional
      Redemption Date”).
      The
      redemption price (the “Optional
      Redemption Price”)
      (i) on
      or prior to December 30, 2010, shall equal 102% of the principal amount,
      together with accrued and unpaid interest to, but excluding, the Optional
      Redemption Date or (ii) beginning on December 31, 2010 and thereafter, shall
      equal 100% of the principal amount, together with accrued and unpaid interest
      to, but excluding, the Optional Redemption Date. The Securities shall not be
      redeemable at the option of the Company other than pursuant to Article
      XIV
      of the
      Indenture. The Securities are also subject to mandatory redemption upon the
      occurrence of a Special Mandatory Redemption Event pursuant to Section
      14.10
      of the
      Indenture. 

     

    Conversion
      at the Option of the Holder.
      Upon
      compliance with the provisions of the Indenture, the Holder of this Security
      is
      entitled, at its option, at any time after consummation of the Acquisition
      and
      on or before the close of business on December 31, 2011, or in case the Holder
      of this Security has exercised his right to require the Company to repurchase
      or
      redeem this Security or such portion hereof, then in respect of this Security
      until and including, but (unless the Company defaults in making the payment
      due
      upon repurchase or redemption) not after, the close of business on the date
      two
      Business Days immediately preceding the Repurchase Date or the Redemption Date,
      as applicable, to convert this Security or any portion of the principal amount
      hereof that is an integral multiple of U.S.$1,000 (provided
      that the
      unconverted portion of such principal amount is U.S.$1,000 or any integral
      multiple of U.S.$1,000 in excess thereof) into fully paid and nonassessable
      shares of Common Stock of the Company at the initial Conversion Rate per
      U.S.$1,000 principal amount of Securities (or at the current adjusted Conversion
      Rate, if any adjustment has been made as provided in the Indenture) by surrender
      of this Security, duly endorsed or assigned to the Company or in
      blank.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    In
      case
      such surrender shall be made during the period from the close of business on
      any
      Regular Record Date next preceding any Interest Payment Date to the opening
      of
      business on such Interest Payment Date (except if this Security or a portion
      thereof is repurchasable or redeemable, on a Repurchase Date or a Redemption
      Date, respectively, with the consequence that the conversion right of such
      Security would terminate between such Regular Record Date and the close of
      business on such Interest Payment Date), also accompanied by payment in New
      York
      Clearing House or other funds acceptable to the Company of an amount equal
      to
      the interest payable on such Interest Payment Date on the principal amount
      of
      this Security then being converted and also the conversion notice hereon duly
      executed, to the Company at the Corporate Trust Office, or at such other office
      or agency of the Company, subject to any laws or regulations applicable thereto
      and subject to the right of the Company to terminate the appointment of any
      Conversion Agent (as defined below) as may be designated by it for such purpose
      in the Borough of Manhattan, The City of New York, or at such other offices
      or
      agencies as the Company may designate.

     

    The
      interest so payable on such Interest Payment Date, with respect to any Security
      (or portion thereof, if applicable) that is surrendered for conversion during
      the period from the close of business on any Regular Record Date next preceding
      any Interest Payment Date to the opening of business on such Interest Payment
      Date, shall be paid to the Holder of such Security as of such Regular Record
      Date. Interest payable in respect of any Security surrendered for conversion
      on
      or after an Interest Payment Date shall be paid to the Holder of such Security
      as of the next preceding Regular Record Date, notwithstanding the exercise
      of
      the right of conversion.

     

    At
      any
      time prior to the Final Maturity, the Company shall have the option to
      unilaterally and irrevocable elect to settle its obligations to deliver shares
      of Common Stock with respect to the Securities to be converted following such
      election, in cash, pursuant to Section
      10.2
      of the
      Indenture. Except as provided in this paragraph and subject to the Indenture,
      no
      cash payment or adjustment shall be made upon any conversion on account of
      any
      interest accrued from the Interest Payment Date next preceding the conversion
      date, in respect of any Security (or part thereof, as the case may be)
      surrendered for conversion, or on account of any dividends on the Common Stock
      issued upon conversion. 

     

    The
      Company’s delivery to the Holder of the number of shares of Common Stock, if
      applicable, cash, or combination of cash and Common Stock (and cash in lieu
      of
      fractions thereof, as provided in this Indenture) into which a Security is
      convertible and any rights pursuant to Section
      10.5(m)
      of the
      Indenture will be deemed to satisfy the Company’s obligation to pay the
      principal amount of the Security. The Company shall (i) deliver shares of Common
      Stock, if any, deliverable upon conversion of all Securities into Common Stock
      to the Conversion Agent no later than the third Business Day following the
      Conversion Date, or (ii) in the event the Company elects to settle in cash
      all
      or part of its obligation to deliver shares of Common Stock with respect to
      Securities to be converted, deliver shares of Common Stock and cash, deliverable
      upon conversion of the Securities no later than the third Business Day following
      the end of the Applicable Conversion Reference Period. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
         

        No
          fractions of shares or scrip representing fractions of shares will be issued
          on
          conversion, but instead of any fractional interest (calculated to the nearest
          1/100th of a share) the Company shall pay a cash adjustment as provided
          in the
          Indenture.

         

        The
          Conversion Rate is subject to adjustment as provided in the Indenture.
          In
          addition, the Indenture provides that in case of certain consolidations
          or
          mergers to which the Company is a party or the conveyance, transfer, sale
          or
          lease of all or substantially all of the property and assets of the Company,
          the
          Indenture shall be amended, without the consent of any Holders of Securities,
          so
          that this Security, if then Outstanding, will be convertible thereafter,
          during
          the period this Security shall be convertible as specified above, only
          into the
          kind and amount of securities, cash and other property receivable upon
          such
          consolidation, merger, conveyance, transfer, sale or lease by a holder
          of the
          number of shares of Common Stock of the Company into which this Security
          could
          have been converted immediately prior to such consolidation, merger, conveyance,
          transfer, sale or lease (assuming such holder of Common Stock is not a
          Constituent Person or an Affiliate of a Constituent Person, failed to exercise
          any rights of election and received per share the kind and amount received
          per
          share by a plurality of Non-electing Shares). No adjustment in the Conversion
          Rate will be made until such adjustment would require an increase or decrease
          of
          at least one percent of such rate;
          provided
          that any
          adjustment that would otherwise be made will be carried forward and taken
          into
          account in the computation of any subsequent adjustment.

         

      

    

    Special
      Mandatory Redemption.
      Pending
      approval of the Acquisition and the Authorized Share Increase by the Company’s
      stockholders, the gross proceeds from the offering of the Securities shall
      be
      placed into an escrow account (the “Escrow
      Account”)
      held
      pursuant to the terms of the Escrow Agreement. The Securities shall be subject
      to a special mandatory redemption at a redemption price of 100% of the principal
      amount plus any interest income earned on the funds in the Escrow Account in
      the
      event the Acquisition and/or the Authorized Share Increase is rejected by the
      Company’s stockholders or not approved by the Company’s stockholders on or prior
      to May 31, 2007. 

     

    Optional
      Repurchase Upon Fundamental Change.
      If a
      Fundamental Change occurs, the Holder of this Security, at the Holder’s option,
      shall have the right, in accordance with the provisions of the Indenture, to
      require the Company to repurchase this Security (or any portion of the principal
      amount hereof that is equal to U.S. $1,000 or any greater integral multiple
      of
      U.S.$1,000) for cash at a Repurchase Price equal to 100% of the principal amount
      thereof plus interest and Additional Interest, if any, accrued to, but
      excluding, the Repurchase Date plus the Make Whole Premium, if any.


     

    [The
      following paragraph shall appear in each Registered Security that is not a
      Global Security:

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    [The
      following three paragraphs shall appear in each Security that is a Restricted
      Security.]

     

    Registration
      Rights Agreement.
      The
      Holder of this Security
      [if
      this Security is a Global Security, then insert—(including any Person that has a
      beneficial interest in this Security)]
      and the
      Common Stock issuable upon conversion hereof is entitled to the benefits of
      a
      Registration Rights Agreement, dated as of December 19, 2006 (the “Registration
      Rights Agreement”),
      executed by the Company. Pursuant to the Registration Rights Agreement, the
      Company has agreed for the benefit of the Holders from time to time of
      Registered Securities and the Common Stock issuable upon conversion thereof,
      in
      each case, that are Registrable Securities, at the Company’s expense, (a) to
      file on or before 90 days following the date the Company’s stockholders approve
      the Acquisition, a shelf registration statement (the “Shelf
      Registration Statement”)
      with
      the Commission with respect to resales of the Registrable Securities, (b)
      thereafter to use its best efforts to cause such Shelf Registration Statement
      to
      be declared effective by the Commission on or before 180 days after the approval
      of the Acquisition, and (c) to use its reasonable best efforts to maintain
      such
      Shelf Registration Statement continuously effective under the Securities Act
      until the earlier of (1) the sale under the Shelf Registration Statement of
      all
      the Registrable Securities registered thereunder, (2) all of the Holders of
      Registrable Securities are able to sell all Registrable Securities immediately
      without restriction pursuant to Rule 144(k) under the Securities Act or any
      successor rule thereto, or (3) all Registrable Securities have ceased to be
      outstanding. Pursuant to the Registration Rights Agreement, if the Company
      fails
      to have the Shelf Registration Statement declared effective on or prior to
      the
      180h
      day
      following the approval of the Acquisition or to keep the Shelf Registration
      Statement effective thereafter and certain other circumstances as described
      in
      the Registration Rights Agreement, the Company has agreed to pay additional
      interest for the duration of such failure, from and including the date of such
      failure. During the first 90 days following the occurrence of such failure,
      the
      Additional Interest will be in the amount of 0.25% per annum, increasing at
      the
      end of such 90-day period by 0.25% per annum, subject to a maximum rate of
      0.50%
      per annum until the event giving rise to the Additional Interest has been cured.
      

     

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

     

    Subject
      to certain limitations in the Indenture, at any time when the Company is not
      subject to Section 13 or 15(d) of the United States Securities Exchange Act
      of
      1934, as amended, upon the request of a Holder of a Security or the holder
      of
      shares of Common Stock issued upon conversion thereof, the Company will promptly
      furnish or cause to be furnished Rule 144A Information (as defined below) to
      such Holder of Securities or such holder of shares of Common Stock issued upon
      conversion of Securities, or to a prospective purchaser of any such security
      designated by any such Holder or holder, as the case may be, to the extent
      required to permit compliance by such Holder or holder with Rule 144A under
      the
      Securities Act of 1933, as amended (the “Securities
      Act”
),
      in
      connection with the resale of any such security. “Rule
      144A Information”
shall
      be such information as is specified pursuant to Rule 144A(d)(4) under the
      Securities Act (or any successor provision thereto).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Event
      of Default and Remedies.
      If an
      Event of Default shall occur and be continuing, the principal of all the
      Securities, together with accrued and unpaid interest, if any, and Additional
      Interest, if any, to the date of declaration, may be declared due and payable
      in
      the manner and with the effect provided in the Indenture.

     

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

     

    Subsidiary
      Guarantees.
      After
      the consummation of the Acquisition, the Securities will be guaranteed by each
      of the Company’s current and future Domestic Subsidiaries. The obligations of
      each Subsidiary Guarantor shall be limited as necessary to prevent the guarantee
      from constituting a fraudulent conveyance or fraudulent transfer under
      applicable law. 

     

    Amendment,
      Supplement and Waiver.
      The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof, the Securities and the Subsidiary Guarantees and the modification
      of
      the rights and obligations of the Company and the rights of the Holders of
      the
      Securities under the Indenture, the Securities or the Subsidiary Guarantees
      at
      any time by the Company and the Trustee with the written consent of the Holders
      of a majority in principal amount of the Securities at the time Outstanding.
      The
      Indenture also contains provisions permitting the Holders of specified
      percentages in principal amount of the Securities at the time Outstanding,
      on
      behalf of the Holders of all the Securities, to waive compliance by the Company
      with certain provisions of the Indenture, the Securities and the Subsidiary
      Guarantees and certain past defaults under the Indenture, the Securities and
      the
      Subsidiary Guarantees and their consequences. Any such consent or waiver by
      the
      Holder of this Security shall be conclusive and binding upon such Holder and
      upon all future Holders of this Security and of any Security issued in exchange
      herefor or in lieu hereof, whether or not notation of such consent or waiver
      is
      made upon this Security or such other Security.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    [The
      following paragraph shall appear in each Global Security:

     

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

     

    Persons
      Deemed Owners.
      Prior
      to due presentation of a Registered Security for registration of transfer,
      the
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name such Registered Security is registered as the owner thereof
      for all purposes, whether or not such Security be overdue, and neither the
      Company, the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    Governing
      Law.
      The
      Indenture and this Security shall be governed by and construed in accordance
      with the laws of the State of New York, United States of America, including,
      without limitation, Section 5-1401 of the New York General Obligations
      Law.

     

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

     

    Trust
      Indenture Act.
      Prior
      to the filing of the Shelf Registration Statement pursuant to the Registration
      Rights Agreement, the Company will not comply with Section 3.14(d) of the Trust
      Indenture Act.

     

    No
      Recourse.
      An
      incorporator, director, officer, Affiliate or stockholder of the Company or
      a
      guarantor, solely by reason of this status, shall not have any liability for
      any
      obligations of the Company or any Guarantor under the Securities, the Indenture,
      the Subsidiary Guarantees or for any claim based on, in respect of or by reason
      of such obligations or their creation. By accepting a Security, each Holder
      waives and releases all such liability. The waiver and release are part of
      the
      consideration for the issue of the Securities. The waiver and release does
      not
      extend to any claim arising under any federal or state securities
      laws.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      B

     

    ELECTION
      OF HOLDER TO REQUIRE REPURCHASE

     

    1. Pursuant
      to Section 12.1 of the Indenture, the undersigned hereby elects to have the
      principal amount of this Security set forth below repurchased by the
      Company.

     

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

    
      	 	 	 
	 	Dated:
___________
	 
 	 
 	 
 
	 	  	 
	 	
              Signature

               

            
	 	Signature
              Guaranteed
	 	 
	 	 
	 	 


    

     

    
      	Principal amount to be
              repurchased:	 
	 	 
	________________________________	
            	 
	(must be equal to U.S.$1,000 or
              any
              greater	 
	
              integral
                multiple of U.S.$1,000):

            	 
	 	 
	Remaining principal amount
              following
              such repurchase:	 
	______________________________________	 


    

     

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

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      C

     

    CONVERSION
      NOTICE

     

    The
      undersigned Holder of this Security hereby irrevocably exercises the option
      to
      convert this Security, or any portion of the principal amount hereof (which
      is
      an integral multiple of U.S.$1,000) below designated, into shares of Common
      Stock in accordance with the terms of the Indenture referred to in this Security
      and directs that such shares, together with a check in payment for any
      fractional share and any Securities representing any unconverted principal
      amount hereof, be delivered to and be registered in the name of the undersigned
      unless a different name has been indicated below. If shares of Common Stock
      or
      Securities are to be registered in the name of a Person other than the
      undersigned, the undersigned will pay all transfer taxes payable with respect
      thereto. Any amount required to be paid by the undersigned on account of
      interest accompanies this Security.

     

    
      	
              
                Dated: _____________

              

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Signature

            


    

       

    
      	
              If
                shares or Registered Securities are to be

            	 	
              If
                only a portion of the Securities is to be

            
	
              registered
                in the name of a Person other than

            	 	
              converted,
                please indicate:

            
	
              the
                Holder, please print such Person’s

            	 	
               

            
	
              name
                and address

            	 	
              1.      
                 Principal
                amount to be converted:

            
	
               

            	 	
              U.S.$_______________________

            
	
               

            	 	
              (any
                integral multiple of U.S.$1,000)

            
	
               

            	 	
               

            
	
              Address

            	 	
              2.        Principal
                amount and denomination of

            
	
               

            	 	
              Registered
                Securities representing

            
	
               

            	 	
              unconverted
                principal amount to be

            
	
              Social
                Security or other Taxpayer

            	 	
              issued:

            
	
              Identification
                Number, if any

            	 	
               

            
	 	 	 
	
               

            	 	
              Amount:
                U.S.$________________

            
	
              Signature
                Guaranteed

            	 	
               

            
	
               

            	 	
               

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      D

     

    [FORM
      OF NOTATION OF GUARANTEE]

     

    For
      value
      received, each Guarantor (which term includes any successor Person under the
      Indenture) has, jointly and severally, unconditionally guaranteed, to the extent
      set forth in the Indenture and subject to the provisions in the Indenture dated
      as of
      December 19, 2006 (the “Indenture”)
      Acquicor Technology Inc. (the “Company”),
      the
      Guarantors (as defined therein) and U.S. Bank National Association, as trustee
      (the “Trustee”),
      (a)
      the due and punctual payment of the principal of, premium and interest on the
      Securities (as defined in the Indenture), whether at maturity, by acceleration,
      redemption or otherwise, the due and punctual payment of interest on overdue
      principal of and interest on the Securities, if any, if lawful, and the due
      and
      punctual performance of all other obligations of the Company to the Holders
      or
      the Trustee all in accordance with the terms of the Indenture and (b) in case
      of
      any extension of time of payment or renewal of any Securities or any of such
      other obligations, that the same will be promptly paid in full when due or
      performed in accordance with the terms of the extension or renewal, whether
      at
      stated maturity, by acceleration or otherwise.  The obligations of the
      Guarantors to the Holders of Securities and to the Trustee pursuant to the
      Subsidiary Guarantee and the Indenture are expressly set forth in Article 15
      of
      the Indenture and reference is hereby made to the Indenture for the precise
      terms of the Subsidiary Guarantee.  Each Holder of Securities, by accepting
      the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
      and directs the Trustee, on behalf of such Holder, to take such action as may
      be
      necessary or appropriate to effectuate the subordination as provided in the
      Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for
      such
      purpose.

     

    
      	
               

            	
              [NAME
                OF GUARANTOR(S)]

            
	
               

            
	
               

            	
              By:

            	
               

            
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      E

     

    [FORM
      OF SUPPLEMENTAL INDENTURE

    TO
      BE DELIVERED BY SUBSEQUENT GUARANTORS]

     

    SUPPLEMENTAL
      INDENTURE
      (this
“Supplemental
      Indenture”),
      dated
      as of
                          ,
      200   , among
                        
(the “Guaranteeing
      Subsidiary”),
      a
      subsidiary of Acquicor Technology Inc. (or its permitted successor), a Delaware
      corporation (the “Company”),
      the
      other Guarantors (as defined in the Indenture referred to herein) and U.S.
      Bank
      National Association, as trustee under the indenture referred to below (the
      “Trustee”).

     

    RECITALS

     

    WHEREAS,
      the Company has heretofore executed and delivered to the Trustee an indenture
      (the “Indenture”),
      dated
      as of December 19, 2006 providing for the issuance of 8% Convertible Senior
      Notes due 2011 (the “Securities”);

     

    WHEREAS,
      the Indenture provides that under certain circumstances the Guaranteeing
      Subsidiary shall execute and deliver to the Trustee a supplemental indenture
      pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
      all of the Company’s obligations under the Securities and the Indenture on the
      terms and conditions set forth herein (the “Subsidiary
      Guarantee”);
      and

     

    WHEREAS,
      pursuant to Article
      IX
      of the
      Indenture, the Trustee is authorized to execute and deliver this Supplemental
      Indenture.

     

    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the parties mutually
      covenant and agree for the equal and ratable benefit of the Holders of the
      Securities as follows:

     

    1. CAPITALIZED
      TERMS. 
      Capitalized terms used herein without definition shall have the meanings
      assigned to them in the Indenture.

     

    2.  AGREEMENT
      TO GUARANTEE. 
      The Guaranteeing Subsidiary hereby agrees as follows:

     

    (a) 
      Along
      with all Guarantors named in the Indenture, to jointly and severally Guarantee
      to each Holder of Securities authenticated and delivered by the Trustee and
      to
      the Trustee and its successors and assigns, the Securities or the obligations
      of
      the Company hereunder or thereunder, that:

     

    (i) 
      the
      principal of, and premium and interest on the Securities will be promptly paid
      in full when due, whether at maturity, by acceleration, redemption or otherwise,
      and interest on the overdue principal of and interest on the Securities, if
      any,
      if lawful, and all other obligations of the Company to the Holders or the
      Trustee hereunder or thereunder will be promptly paid in full or performed,
      all
      in accordance with the terms hereof and thereof; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (ii) 
      in case
      of any extension of time of payment or renewal of any Securities or any of
      such
      other obligations, that same will be promptly paid in full when due or performed
      in accordance with the terms of the extension or renewal, whether at stated
      maturity, by acceleration or otherwise.  

    


    Failing
      payment when due of any amount so guaranteed or any performance so guaranteed
      for whatever reason, the Guarantors shall be jointly and severally obligated
      to
      pay the same immediately.

     

    (b)  
      The obligations hereunder shall be unconditional, irrespective of the validity,
      regularity or enforceability of the Securities or the Indenture, the absence
      of
      any action to enforce the same, any waiver or consent by any Holder of the
      Securities with respect to any provisions hereof or thereof, the recovery of
      any
      judgment against the Company, any action to enforce the same or any other
      circumstance which might otherwise constitute a legal or equitable discharge
      or
      defense of a Guarantor.

     

    (c) 
      The
      following is hereby waived:  diligence, presentment, demand of payment,
      filing of claims with a court in the event of insolvency or bankruptcy of the
      Company, any right to require a proceeding first against the Company, protest,
      notice and all demands whatsoever.

     

    (d) 
      This
      Subsidiary Guarantee shall not be discharged except by complete performance
      of
      the obligations contained in the Securities and the Indenture, and the
      Guaranteeing Subsidiary accepts all obligations of a Guarantor under the
      Indenture.

     

    (e) 
      If any
      Holder or the Trustee is required by any court or otherwise to return to the
      Company, the Guarantors, or any custodian, trustee, liquidator or other similar
      official acting in relation to either the Company or the Guarantors, any amount
      paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to
      the
      extent theretofore discharged, shall be reinstated in full force and
      effect.

     

    (f)  
      The
      Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby.

     

    (g) 
      As
      between the Guarantors, on the one hand, and the Holders and the Trustee, on
      the
      other hand, (x) the maturity of the obligations guaranteed hereby may be
      accelerated as provided in Article 4 of the Indenture for the purposes of this
      Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition
      preventing such acceleration in respect of the obligations guaranteed hereby,
      and (y) in the event of any declaration of acceleration of such obligations
      as
      provided in Article 4 of the Indenture, such obligations (whether or not due
      and
      payable) shall forthwith become due and payable by the Guarantors for the
      purpose of this Subsidiary Guarantee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (h) 
      The
      Guarantors shall have the right to seek contribution from any non-paying
      Guarantor so long as the exercise of such right does not impair the rights
      of
      the Holders under the Subsidiary Guarantee.

     

    (i) 
      Pursuant
      to Section 15.2 of the Indenture, after giving effect to any maximum amount
      and
      all other contingent and fixed liabilities that are relevant under any
      applicable bankruptcy or fraudulent conveyance laws, and after giving effect
      to
      any collections from, rights to receive contribution from or payments made
      by or
      on behalf of any other Guarantor in respect of the obligations of such other
      Guarantor under Article 15 of the Indenture, this new Subsidiary Guarantee
      shall
      be limited to the maximum amount permissible such that the obligations of such
      Guarantor under this Subsidiary Guarantee will not constitute a fraudulent
      transfer or conveyance.

    


    3.  EXECUTION
      AND DELIVERY. 
      Each Guaranteeing Subsidiary agrees that the Subsidiary Guarantees shall remain
      in full force and effect notwithstanding any failure to endorse on each Security
      a notation of such Subsidiary Guarantee.

     

    4.  GUARANTEEING
      SUBSIDIARY MAY
      CONSOLIDATE, ETC.
      ON
      CERTAIN TERMS; RELEASES.
      Nothing
      contained in the Indenture or in any of the Securities shall prevent any sale
      or
      other disposition of all or substantially all of the assets of the Guaranteeing
      Subsidiary, by way of merger, consolidation or otherwise, or a sale or other
      disposition of all of the capital stock of any Guarantor; provided,
      that
      such
      sale or disposition does not constitute a Fundamental Change. Upon delivery
      by
      the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel
      to the effect that such sale or other disposition was made by the Company in
      accordance with the provisions of the Indenture, the Trustee will execute any
      documents reasonably required in order to evidence the release of the
      Guaranteeing Subsidiary from its obligations under its Subsidiary
      Guarantee.

     

    5.  NO
      RECOURSE AGAINST OTHERS. 
      No past, present or future director, officer, employee, incorporator,
      stockholder, member, managing member, partner or agent of the Guaranteeing
      Subsidiary, in such capacity, shall have any liability for any obligations
      of
      the Company or any Guaranteeing Subsidiary under the Securities, any Subsidiary
      Guarantees, the Indenture or this Supplemental Indenture or for any claim based
      on, in respect of, or by reason of, such obligations or their creation. 
Each Holder of the Securities by accepting Securities waives and releases all
      such liability.  The waiver and release are part of the consideration for
      issuance of the Securities.  Such waiver may not be effective to waive
      liabilities under the federal securities laws and it is the view of the SEC
      that
      such a waiver is against public policy.

     

    6. 
      THIS
      SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
      IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA,
      INCLUDING, WITHOUT LIMITATION, THE NEW YORK GENERAL OBLIGATIONS LAW
§5-1401.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

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

     

    8.  EFFECT
      OF
      HEADINGS. 
      The Section headings herein are for convenience only and shall not affect the
      construction hereof.

     

    9.  THE
      TRUSTEE. 
      The Trustee shall not be responsible in any manner whatsoever for or in respect
      of the validity or sufficiency of this Supplemental Indenture or for or in
      respect of the recitals contained herein, all of which recitals are made solely
      by the Guaranteeing Subsidiary and the Company.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	
               Dated: 
                                   ,
                20

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              [GUARANTEEING
                SUBSIDIARY]

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            	
               

            
	
               

            	
              Name:

            	
               

            
	
               

            	
              Title:

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              ACQUICOR
                TECHNOLOGY INC.

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            	
               

            
	
               

            	
              Name:

            	
               

            
	
               

            	
              Title:

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              [EXISTING
                GUARANTORS]

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            	
               

            
	
               

            	
              Name:

            	
               

            
	
               

            	
              Title:

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              U.S.
                BANK NATIONAL ASSOCIATION,

            	
               

            
	
               

            	
               as
                Trustee

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            	
               

            
	
               

            	
               

            	
              Authorized
                Signatory