Exhibit 4.2


 


FIRST SUPPLEMENTAL INDENTURE


 


This First Supplemental Indenture (this “Supplemental
Indenture”), dated as of December 8, 2016, is entered into by and among Lions Gate Entertainment Inc., a corporation
organized under the laws of the State of Delaware (“Issuer”), Lions Gate Entertainment Corp., a corporation
organized under the laws of the Province of British Columbia (“Company”) and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein have
the meanings set forth in the Indenture referred to below.


 


WHEREAS, the Issuer, the Company and the Trustee
are parties to that certain Indenture, dated as of January 11, 2012 (as amended, supplemented or otherwise modified prior to the
date hereof, the “Indenture”), relating to the issuance of the Issuer’s 4.00% Convertible Senior Subordinated
Notes due 2017 (the “Notes”);


 


WHEREAS, the Company, Orion Arm Acquisition
Inc., a Delaware corporation and Starz, a Delaware corporation, previously entered into an Agreement and Plan of Reorganization,
dated as of June 30, 2016 (as amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”);


 


WHEREAS, pursuant to the terms of the Merger
Agreement and in connection with the closing of the merger contemplated by the Merger Agreement, on the date hereof the Company
has effected a reclassification of its outstanding share capital (the “Reclassification”), pursuant to which
each previously existing Common Share of the Company, without par value, was converted into 0.5 shares of newly issued Class A
voting shares, without par value, of the Company and 0.5 shares of newly issued Class B non-voting shares, without par value, of
the Company;


 


WHEREAS, prior to the date hereof, the Conversion
Price has been adjusted by the Company from time-to-time in connection with the payment of cash dividends by the Company (the “Prior
Conversions”);


 


WHEREAS, Section 14.11 of the Indenture
provides, among other things, that in the event of certain reclassifications or changes of the outstanding Common Shares, the Company
and the Issuer shall execute with the Trustee a supplemental indenture permitted under Section 8.1(c) of the Indenture providing
that following the reclassification, each Note shall be convertible into the kind and amount of shares of stock and other securities
or property or assets (including cash or any combination thereof) which the Holder thereof would have been entitled to receive
upon the reclassification had such Notes been converted into Common Shares immediately prior to the reclassification;


 


WHEREAS, in accordance with Section 8.1(c)
of the Indenture, the Issuer, the Company and the Trustee may amend or supplement the Indenture and the Notes as provided in this
Supplemental Indenture without the consent of any Holder to make provision with respect to the conversion rights of Holders of
Notes pursuant to Section 14.11 of the Indenture in connection with the Reclassification;


 


WHEREAS, in accordance with the Indenture,
the Issuer and the Company are entering into this Supplemental Indenture, which reflects both the Prior Conversions and the Reclassification;


 


WHEREAS, the Issuer and the Company have furnished
the Trustee with an Opinion of Counsel and an Officers’ Certificate in accordance with the Indenture; and


 


WHEREAS, all things necessary to make this
Supplemental Indenture a valid agreement of the Company, the Issuer and the Trustee and a valid amendment of, and supplement to,
the Indenture and the Notes have been done, and the entry into this Supplemental Indenture by the parties hereto is in all respects
authorized by the provisions of the Indenture.


 


NOW, THEREFORE, in consideration of the premises
set forth herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto
covenant and agree for the equal and proportionate benefit of all Holders of the Notes, as follows:


 


1.          The
Indenture is, effective as of the date on which the Supplemental Indenture is entered into, hereby amended to delete the stricken
text (indicated textually in the same manner as the following example: stricken text)
and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Indenture attached as Exhibit A hereto.


 




     


     


    

 


2.          THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.


 


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


 


4.          The
rules of construction set forth in Section 1.3 of the Indenture shall apply to this Supplemental Indenture.


 


5.          Upon
the effectiveness of this Supplemental Indenture, the Indenture shall be and be deemed to be modified and amended in accordance
herewith and the respective rights, limitations of rights, obligations, duties and immunities under the Indenture of the Trustee,
the Issuer, the Company and the Holders affected thereby shall hereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and conditions of this Supplemental Indenture shall be
and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.


 


6.          Except
as amended and supplemented hereby, all provisions in the Indenture shall remain in full force and effect and are in all respects
ratified and confirmed.


 


7.          If
there is any express conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental
Indenture shall control.


 


8.          All
covenants and agreements in this Supplemental Indenture by the Issuer and the Company shall bind their successors and assigns,
whether so expressed or not.


 


9.          In
case any provision in this Indenture or the Notes 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.


 


10.        The
Trustee makes no representation as to the validity, priority or adequacy of this Supplemental Indenture.


 


[Signature Page Follows]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed.


 


	 	LIONS GATE ENTERTAINMENT CORP.
	 	 	 	 
	 	By:	/s/ Wayne Levin
	 	 	Name:	Wayne Levin
	 	 	Title:	General Counsel and Chief Strategic Officer
	 	 	 	 
	 	LIONS GATE ENTERTAINMENT INC.
	 	 	 	 
	 	By:	/s/ Wayne Levin
	 	 	Name:	Wayne Levin
	 	 	Title:	President and Secretary


 


Signature Page to First Supplemental
Indenture -  2017


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed.


 


	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 	 	 	 
	 	By:	/s/ Lawrence M. Kusch
	 	 	Name:	Lawrence M. Kusch
	 	 	Title:	Vice President


 


Signature Page to First Supplemental Indenture
- 2017


 




     


     


    






 


Exhibit A

ADDED TEXT SHOWN UNDERSCORED


DELETED TEXT SHOWN STRIKETHROUGH


 


LIONS GATE ENTERTAINMENT INC.


 


as Issuer


 


LIONS GATE ENTERTAINMENT CORP.


 


as Guarantor


 


4.00% CONVERTIBLE SENIOR SUBORDINATED NOTES
DUE 2017


 





 



 


INDENTURE


 


Dated as of January 11, 2012


 





 



 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


 


as Trustee


 







     


     


    

 


INDENTURE, dated as of January 11, 2012 among
LIONS GATE ENTERTAINMENT INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal
office at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404 (the “Issuer”), LIONS GATE ENTERTAINMENT
CORP., a corporation duly organized and existing under the laws of British Columbia, having its principal offices at 2700 Colorado
Avenue, Suite 200, Santa Monica, California 90404 and 1055 West Hastings Street, Suite 2200, Vancouver, British Columbia V6E 2E9
(the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized
and existing under the laws of the United States, as Trustee (the “Trustee”).


 


RECITALS OF THE ISSUER AND THE COMPANY


 


The Issuer and the Company have duly authorized
the creation of an issue of the Issuer’s 4.00% Convertible Senior Subordinated Notes due 2017 (the “Notes”),
in substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and the Company have duly authorized
the execution and delivery of this Indenture.


 


All things necessary to make (i) the Notes,
when the Notes are executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, guaranteed fully
and unconditionally by the Company, the valid obligations of the Issuer, guaranteed fully and unconditionally by the Company, (ii)
the Note Guarantee the valid obligation of the Company, and (iii) this Indenture a valid agreement of the Issuer and the Company,
in accordance with their and its terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.1 DEFINITIONS.


 


“2016 Reclassification”
shall mean the conversion of each existing common share of the Company, without par value, into 0.5 shares of newly issued Class
A Shares and 0.5 shares of newly issued Class B Shares on the 2016 Reclassification Date.






“2016 Reclassification Date”
shall mean December 8, 2016.


 


“Acquiror” means, in a transaction
that is a Change in Control, the entity that acquires the Issuer or the Company, as the case may be.


 


“Act of Holders” when used
with respect to any Holder of a Note, has the meaning specified in Section 16.4(a) hereof.


 


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


 







    	 	2	 



     


    

 


“Agent” means any Registrar,
Paying Agent, Conversion Agent or co-registrar.


 


“Applicable Daily Share Price”
has the meaning specified in Section 14.14 hereof.


 


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


 


“Board of Directors” means
either the board of directors of Issuer or the Company, as the case may be, or any committee of such board empowered to act for
it with respect to this Indenture.


 


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


 


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


 


“Capital Shares” means, with
respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or
non-voting) in equity of such Person, whether now outstanding or issued after the date of this Indenture, including, without limitation,
all common shares and preferred shares.


 


“Cash Amount” has the meaning
specified in Section 14.14 hereof.


 


“Cash Settlement Averaging Period”
has the meaning specified in Section 14.14 hereof.


 


“Change in Control” means an
event or series of events in which:


 


(a) any “person,” including any
syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership,
directly or indirectly, of Capital Shares of the Company entitling that person to exercise more than 50% of the total voting power
of all of the Capital Shares of the Company entitled to vote generally in elections of directors (calculated without giving effect
to any Common Shares issued or issuable by the Company upon conversion of Notes pursuant to Article XIV hereof), other than any
acquisition by the Company, any Subsidiary or any employee benefit plan of the Company;


 


(b) the Company (1) consolidates with or
merges into any other corporation or business entity or conveys or transfers or leases all or substantially all of the assets of
the Company to any other person, corporation or business entity or any other corporation or business entity merges into the Company
(except solely to the extent necessary to reflect a change in the jurisdiction of incorporation of the Company), and, in any such
case, (2) the holders of the Company’s Capital Shares immediately before such transaction own, directly or indirectly, less


 










    	 	3	 



     


    

 


than 50% of the combined voting power of the outstanding voting
securities of the corporation or business entity resulting from, or the transferee in, such transaction (calculated without giving
effect to any Common Shares issued or issuable by the Company upon conversion of Notes pursuant to Article XIV hereof);


 


(c) any “person,” including any
syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership,
directly or indirectly, of the Issuer’s Capital Shares entitling that person to exercise more than 50% of the total voting
power of all of the Capital Shares of the Issuer entitled to vote generally in elections of directors (calculated without giving
effect to any Common Shares issued or issuable by the Company upon conversion of Notes pursuant to Article XIV hereof), other than
any acquisition by the Company, the Issuer or any of their respective Subsidiaries or any of their respective employee benefit
plans; or


 


(d) the Issuer (1) consolidates with or merges
into any other corporation or business entity or conveys or transfers or leases all or substantially all of the assets of the Issuer
to any other person, corporation or business entity or any other corporation or business entity merges into the Issuer (except
solely to the extent necessary to reflect a change in jurisdiction of incorporation of the Issuer or any parent of the Issuer),
and, in any such case, (2) the holders of the Issuer’s Capital Shares immediately before such transaction own, directly or
indirectly, less than 50% of the combined voting power of the outstanding voting securities of the corporation or business entity
resulting from, or the transferee in, such transaction (calculated without giving effect to any Common Shares issued or issuable
by the Company upon conversion of Notes pursuant to Article XIV hereof);


 


provided, however, that a Change in Control shall
not be deemed to occur if at least 90% of the consideration in the Change in Control transaction consists of Capital Shares traded
primarily on a U.S. national securities exchange or quoted primarily on the Nasdaq National Market.


 


Beneficial ownership shall be determined in accordance
with Rule 13d-3 promulgated by the SEC under the Exchange Act (except that a person will be deemed to have beneficial ownership
of all shares that such person has the right to acquire, either immediately or with the passage of time). The term “person”
includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act. In
determining beneficial ownership, the Issuer may rely on Schedule 13D and Schedule 13G filings filed pursuant to the Exchange Act.


 


“Change in Management” shall
mean that (a) either (i) both Jon Feltheimer and Michael Burns or (ii) all four of Joseph Drake, Steven Beeks, Kevin Beggs, and
Michael Paseornek (each, a “Key Manager”) shall cease for any reason, including, without limitation, termination of
employment, death or disability (the term “disability” or “disabled” as used herein meaning an inability
continuing for one hundred and eighty (180) consecutive days (the “Disability Period”) to materially perform the functions
and services being performed by such Person as of the date of this Indenture), to materially perform the functions and services
currently being performed for the Company or Issuer by such Person as of the date of this Indenture and (b) the Company or Issuer
shall fail, for a period of ninety (90) consecutive days following the


 







    	 	4	 



     


    

 


last day of the Disability Period in which a Key Manager may be
considered disabled or the day on which a Key Manager shall have otherwise ceased to materially perform his executive functions
with the Company or Issuer as aforesaid (such date, the “Disability Determination Date”), to replace such Key Manager
with an individual acceptable to Holders of record as of such Disability Determination Date of a majority in aggregate principal
amount of the outstanding Notes, in their sole discretion. Any replacement for a Key Manager shall be deemed acceptable to the
Holders unless, within 20 days after receiving a written notice from the Issuer containing the name of the proposed replacement
shall have been mailed to such Holders, as contemplated in this Indenture, the Trustee notifies the Issuer in writing that Holders
of a majority in aggregate principal amount of the outstanding Notes object to such replacement.


 


“Class A Conversion Price”
has the meaning specified in Section 14.1 hereof.


 


“Class B Conversion Price”
has the meaning specified in Section 14.1 hereof.


 


“Class A Conversion Rate”
has the meaning specified in Section 14.1 hereof.


 


“Class B Conversion Rate”
has the meaning specified in Section 14.1 hereof.


 


“Class A Shares” means
Class A voting shares, without par value, of the Company.


 


“Class B Shares” means
Class B non-voting shares, without par value, of the Company.


 


“Class” shall mean,
as to shares of the Company, either Class A Shares or Class B Shares, as applicable.


 


“Closing Price” of any security
on any date of determination means:


 


(1) the closing sale price (or,
if no closing sale price is reported, the last reported sale price) of such security on the New York Stock Exchange on such date;


 


(2) if such security is not listed
for trading on the New York Stock Exchange on any such date, the closing sale price as reported in the composite transactions for
the principal U.S. securities exchange on which such security is so listed;


 


(3) if such security is not so
listed on a U.S. national or regional securities exchange, the last reported sale price as reported by the Nasdaq National Market;


 


(4) if such security is not so
reported, the last quoted bid price for such security in the over-the-counter market as reported by the National Quotation Bureau
or similar organization; or


 


(5) if such bid price is not available,
the average of the mid-point of the last bid and ask prices of such security on such date from at least three nationally recognized
independent investment banking firms retained for this purpose by the Issuer or Company.


 


“Common Shares” means any shares
of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. However,
subject to the provisions of Section 14.11 hereof, shares issuable on conversion of Notes shall include only shares of the class
designated as Common Shares, no par value per share, of the Company at the date of execution of this Indenture or shares of any
class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which
are not subject to redemption by the Company, provided that if at any time there shall be more than one such resulting class, the
shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.
For the avoidance of doubt, as of the 2016 Reclassification Date, “Common Shares” shall include the Class A Shares
and the Class B Shares.


 












    	 	5	 



     


    

 


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


 


“Conversion Agent” has the
meaning specified in Section 2.3 hereof.


 


“Conversion Date” has the meaning
specified in Section 14.2 hereof.


 


“Conversion Notice” has the
meaning specified in Section 14.2 hereof.


 


“Conversion Obligation” has
the meaning specified in Section 14.14 hereof.


 


“Conversion Price” has the
meaning specified in Section 14.1 hereof.


 


“Conversion Rate” has the meaning
specified in Section 14.1 hereof.


 


“Conversion Retraction Period”
has the meaning specified in Section 14.14 hereof.


 


“Conversion Shares Cap” has
the meaning specified in Section 11.1 hereof.


 


“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust business shall be administered (which at the date
of execution of this Indenture is located at the office of The Bank of New York Mellon Trust Company, N.A. at 700 South Flower
Street, 5th Floor, Los Angeles, California 90017, Attention: Corporate Unit and for purposes of Section 10.2 shall be The Bank
of New York Mellon Trust Company, N.A., c/o The Bank of New York Mellon, 101 Barclay Street, 8W, New York, New York 10286), or
at any other time at such other address as the Trustee may designate from time to time by notice to the Company and the Holders.


 


“Credit Facility Debt” means
any and all amounts payable under or in respect of Senior Bank Facilities, including principal, premium, if any, interest (including
interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer or the Company
whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement obligations,
guarantees and all other amounts payable thereunder or in respect thereof, in an aggregate principal amount not to exceed $340
million at any one time outstanding.


 


“Current Market Price” has
the meaning specified in Section 14.4(g).


 


“Daily Cash Amount” has the
meaning specified in Section 14.14 hereof.


 


“Default” means an event which
is, or after notice or lapse of time or both would be, an Event of Default.


 


“Defaulted Interest” has the
meaning specified in Section 2.12 hereof.


 






    	 	6	 



     


    

 


“Defaulted Interest Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Issuer pursuant to Section 2.12 hereof.


 


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


 


“Designated Event” means a
Change in Control, Change in Management or a Termination of Trading.


 


“Designated Event Repurchase Date”
has the meaning specified in Section 13.2 hereof.


 


“Designated Event Repurchase Notice”
has the meaning specified in Section 13.2 hereof.


 


“Designated Event Repurchase Price”
has the meaning specified in Section 13.2 hereof.


 


“Designated Event Repurchase Right”
has the meaning specified in Section 13.2 hereof.


 


“Designated Senior Debt” means
any Senior Debt (other than under any Senior Bank Facility) in an original principal amount of not less than $50 million.


 


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


 


“Effective Date” has the meaning
specified in Section 11.1 hereof.


 


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


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Expiration Time” has the meaning
specified in Section 14.4(f) hereof.


 


“Fair Market Value” has the
meaning set forth in Section 14.4(g) hereof.


 


“Global Note” has the meaning
specified in Section 2.1(f) hereof.


 


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


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof.


 


“Interest Payment Date” means
each January 15 and July 15, beginning July 15, 2012.


 






    	 	7	 



     


    

 





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


 


“Issuer Notice” has the meaning
specified in Section 13.4 hereof.


 


“Make Whole Premium” has the
meaning specified in Section 11.1 hereof.


 


“Make Whole Table” has the
meaning specified in Section 11.1 hereof.


 


“Maturity Date” has the meaning
specified in Section 2.1(b) hereof.


 


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


 


“Non-Electing Share” has the
meaning specified in Section 14.11 hereof.


 


“Note Guarantee” has the meaning
specified in Section 3.1 hereof.


 


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


 


“Obligations” has the meaning
specified in Section 3.1 hereof.


 


“Officer” means the Chairman
or Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer,
any Vice President, the Secretary or Assistant Secretary of the Issuer or the Company, as the case may be.


 


“Officers’ Certificate”
means a certificate from the Issuer or the Company, as the case may be, signed by its (a) Chairman, Vice Chairman, President, Chief
Executive Officer, Chief Financial Officer or Vice President, and (b) Treasurer, Assistant Treasurer, Secretary or Assistant Secretary,
and delivered to the Trustee.


 


“Opinion of Counsel” means
a written opinion acceptable to the Trustee of counsel, who may be counsel to the Issuer and/or the Company, as the case may be
(and may include directors or employees of the Issuer or the Company, as the case may be).


 


“Order” means a written request
or order signed in the name of the Issuer by its Chairman of the Board of Directors, its President, its Chief Executive Officer,
its Chief Financial Officer or any Vice President, and delivered to the Trustee.


 


“Participants” has the meaning
specified in Section 2.15(a) hereof.


 


“Paying Agent” has the meaning
specified in Section 2.3 hereof.


 


“Payment Blockage Period” has
the meaning specified in Section 15.2(b) hereof.


 


“Payment Default” has the meaning
specified in Section 5.1(d)(i) hereof.


 






    	 	8	 



     


    

 





“Person” means an individual,
partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or any entity similar
to any of the foregoing organized under the laws of other countries, or a governmental agency or political subdivision thereof.


 


“Physical Notes” has the meaning
specified in Section 2.1(g) hereof.


 


“Place of Conversion” means
any city in which any Conversion Agent is located.


 


“Place of Payment” means any
city in which any Paying Agent is located.


 


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


 


“Public Entity” means an entity
with publicly-traded equity securities that are listed on a United States national or regional securities exchange or on the NASDAQ
National Market.


 


“Purchased Shares” has the
meaning specified in Section 14.4(f) hereof.


 


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


 


“Record Date” means either
a Regular Record Date or a Special Record Date, as the case may be, provided that, for purposes of Section 14.4 hereof, Record
Date has the meaning specified in 14.4(g) hereof.


 


“Reference Period” has the
meaning specified in Section 14.4(d) hereof.


 


“Register” has the meaning
specified in Section 2.5 hereof.


 


“Registrar” has the meaning
specified in Section 2.3 hereof.


 


“Regular Record Date” for the
interest payable on the Notes means the close of business on the January 1 or July 1 (whether or not a Business Day), as the case
may be, preceding an Interest Payment Date.


 


“Repurchase Date” means any
Designated Event Repurchase Date.


 


“Repurchase Notice” means any
Designated Event Repurchase Notice.


 


“Repurchase Price” means any
Designated Event Repurchase Price.


 


“Repurchase Right” means any
Designated Event Repurchase Right.


 


“Responsible Officer,” when
used with respect to the Trustee, means any officer of the Trustee, including any vice president, assistant vice president, the
treasurer, any assistant


 






    	 	9	 



     


    

 


treasurer, or any other officer 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 such officer’s knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the administration of this Indenture.


 


“Restricted Security” means
a Note (or any Common Share into which such Note has been converted) that constitutes a
“restricted security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that
the Trustee shall be entitled to request and conclusively rely on any Opinion of Counsel to the Issuer with respect to whether
any Note (or Common Share into which such Note has been converted) constitutes a Restricted Security.


 


“Restrictive Securities Legend”
has the meaning specified in Section 2.17(a) hereof.


 


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


 


“SEC” means the Securities
and Exchange Commission or any successor thereto.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Senior Bank Facilities” means
the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement among the Issuer, Lions Gate UK Limited and Lions
Gate Australia Pty Limited, as Borrowers, the Company and certain Subsidiaries of the Company, as guarantors, JPMorgan Chase Bank
and the other lenders referred to therein and Wachovia Bank, N.A., dated as of July 25, 2008, as amended by Amendment No. 1 dated
as of September 30, 2009, Amendment No. 2 dated as of November 24, 2009, and Amendment No. 3 dated as of June 22, 2010, (the “Current
Facility”) and any amendment, extension, modification or waiver thereof, including any agreement extending the maturity of,
refinancing, replacing or otherwise restructuring (including increasing amounts available for borrowing thereunder or adding additional
guarantors thereunder) all or any portion of the Credit Facility Debt under such agreement or any successor or replacement agreement,
whether or not with the same lenders or agent, so long as any such refinancing, or amendment, extension, modification or waiver
of any then existing financing (any such refinancing, or amendment, extension, modification or waiver, a “Later Financing”),
is secured by assets of the Company or the Issuer or their respective subsidiaries; provided, however, that the lack of any validity
or enforceability of any lien or other security interest purported to be granted in connection with such Later Financing shall
not affect the classification of such Later Financing as a Senior Bank Facility.


 


“Senior Debt” means any existing
and future obligations of a Person with respect to (i) Credit Facility Debt (ii) Vendor Financing Debt and (iii) to the extent
of the value of the assets securing the debt described in this clause (iii), all secured financing in connection with motion picture
and television production and/or acquisition (including the rights of the entertainment guilds pursuant to their collective bargaining
agreements with the film and television industries), and the acquisition of libraries and catalogues (either directly or through
acquisitions of entities whose principal assets consist of libraries and/or catalogues).


 






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“Senior Non-monetary Default”
has the meaning specified in Section 15.2 hereof.


 


“Senior Payment Default” has
the meaning specified in Section 15.2 hereof.


 


“Settlement Notice Period”
has the meaning specified in Section 14.14 hereof.


 


“Share Price” has the meaning
specified in Section 11.1 hereof.


 


“Share Price Cap” has the meaning
specified in Section 11.1 hereof.


 


“Share Price Threshold” has
the meaning specified in Section 11.1 hereof.


 


“Significant Subsidiary” has
the meaning specified in Rule 1-02(w) under Regulation S-K promulgated by the SEC.


 


“Special Record Date” has the
meaning specified in Section 8.4 hereof.


 


“Subsidiary” means a corporation
more than 50% of the outstanding Voting Shares of which are owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries.


 


“Successor Company” has the
meaning specified in Section 7.1.


 


“Termination of Trading” will
be deemed to have occurred if either Class of the Common Shares (or other common stock
into which the Notes are convertible) areis
neither listed for trading on a U.S. national securities exchange nor approved for listing on the Nasdaq National Market or any
similar U.S. system of automated dissemination of quotations of securities prices, and no American Depository Shares or similar
instruments for such Class of Common stockShares
are so listed or approved for listing in the U.S.


 


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


 


“Trading Day” means:


 


(1) if the applicable security
is listed or admitted for trading on the New York Stock Exchange or another national security exchange, a day on which the New
York Stock Exchange or such other national security is open for business;


 


(2) if the applicable security
is quoted on the Nasdaq National Market, a day on which trades may be made thereon; or


 


(3) if the applicable security
is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order to close.


 






    	 	11	 



     


    

 


“Transfer Agent” means any
Person, which may be the Company, authorized by the Company to exchange or register the transfer of Notes, initially Mellon Investor
Services LLC.


 


“Trigger Event” has the meaning
specified in Section 14.4(d) hereof.


 


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


 


“Vendor Financing Debt” means
obligations of the Company or the Issuer, directly or by guarantee, owing to Persons providing financing to any of such entities,
which Persons are bona fide suppliers of products or services to such entities, in an aggregate principal amount not to exceed
$75.0 million at any one time outstanding for all such Persons. If at any time there are obligations outstanding to all such Persons
in a principal amount in excess of $75.0 million, then the Vendor Financing Debt shall be allocated, as among the holders of Vendor
Financing Debt only, in accordance with a schedule provided by the Issuer and the Company to the Trustee, or if no such schedule
has been provided, pro rata among the holders of the Vendor Financing Debt.


 


“Vice President” means any
vice president of a corporation, whether or not designated by a number or a word or words added before or after the title “vice
president.”


 


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


 


“Withdrawal Notice” has the
meaning specified in Section 13.5 hereto.


 


SECTION 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.


 


Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of this Indenture.


 


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


 


“indenture securities” means
the Notes;


 


“indenture security holder”
means a Holder;


 


“indenture to be qualified”
means this Indenture;


 


“indenture trustee” or “institutional
trustee” means the Trustee; and


 


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


 






    	 	12	 



     


    

 


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


 


SECTION 1.3 RULES OF CONSTRUCTION.


 


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


 


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


 


(2) all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with accounting principles generally accepted in the United States
prevailing at the time of any relevant computation hereunder; and


 


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


 


ARTICLE II

THE NOTES


 


SECTION 2.1 FORM AND DATING.


 


(a) The Notes shall be known and designated
as the “4.00% Convertible Senior Subordinated Notes due 2017” of the Issuer. The aggregate principal amount of the
Notes which may be authenticated and delivered under this Indenture shall initially be limited to $45,000,000, but may be reopened
at any time and from time to time for the issuance of additional Notes, which Notes shall have identical terms except that such
additional Notes may have different initial issuance prices and first interest payment dates.


 


(b) The Notes shall mature on January 11,
2017 (the “Maturity Date”).


 


(c) Interest shall accrue at a rate of 4.00%
per annum on the principal amount of the Notes calculated from January 11, 2012 or from the most recent date to which interest
has been paid until the principal of the Notes is paid or made available for payment pursuant to the terms of this Indenture. Interest
shall be payable semiannually in arrears on January 15 and July 15 in each year, commencing July 15, 2012.


 


Interest on the Notes shall be computed on the
basis of a 360-day year comprised of twelve 30-day months, and, in the case of a partial month, the actual number of days elapsed.


 


Except as provided in the next succeeding paragraph,
a Holder of any Note shall not be entitled to receive any interest that has accrued on such Note if such Note is converted into
Common Shares on any day other than an Interest Payment Date. By delivering to the Holder of any Note that is converted into Common
Shares the number of shares issuable upon conversion, together with a cash payment, if any, in lieu of a fractional share, the
Issuer and the


 






    	 	13	 



     


    

 


Company shall be deemed to have satisfied their obligation with
respect to such Note. Accordingly, accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished
or forfeited.


 


If a Holder of any Note converts such Note after
a Regular Record Date but prior to the corresponding Interest Payment Date, the Holder of record on such Regular Record Date shall
be entitled to receive on the Interest Payment Date interest accrued and paid on such Note, notwithstanding the conversion of such
Note prior to such Interest Payment Date. However, at the time such Holder surrenders such Note for conversion, such Holder shall
pay the Issuer an amount equal to the interest that will be paid on the Notes being converted on the Interest Payment Date. However,
in the event that (i) overdue interest, if any, exists at the time of conversion with respect to such Note or (ii) a Holder exercises
its Designated Event Repurchase Right for a Note on a Designated Event Repurchase Date that is after a Record Date for an interest
payment but prior to the corresponding Interest Payment Date, and prior to such Designated Event Repurchase Date a Holder of any
Note chooses to convert such Note, then such Holder shall not be required to pay the Issuer at the time such Holder surrenders
such Note for conversion the amount of interest on such Note such Holder shall be entitled to receive on the date that has been
fixed for repurchase if such Holder’s conversion right would terminate because of the repurchase between the Regular Record
Date and the close of business on the second Business Day following the next succeeding Interest Payment Date. Accrued but unpaid
interest will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event
of Default.


 


Principal of, and premium, if any, and interest
on, Global Notes shall be payable to the Depositary in immediately available funds.


 


Principal and premium, if any, and interest on
maturity, on Physical Notes shall be payable at the office or agency of the Issuer maintained for such purpose, initially the Corporate
Trust Office of the Trustee. Interest on Physical Notes (other than at maturity) will be payable by (i) U.S. Dollar check drawn
on a bank in The City of New York mailed to the address of the Holder, or (ii) upon application to the Registrar not later than
the relevant Record Date by a Holder, of an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available
funds.


 


(d) The Notes shall be guaranteed as to payment
and performance of conversion rights by the Company as provided in Article III; provided that nothing herein shall require the
Note Guarantee to be endorsed on any Note and the failure to so endorse a Note Guarantee thereon shall not impair the validity
or enforceability of the Note Guarantee with respect to any such Note.


 


(e) The Notes and the Trustee’s certificate
of authentication shall be substantially in the form set forth in EXHIBIT A, which is incorporated in and forms a part of this
Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall
be dated the date of its authentication.


 


(f) The Notes are being offered and sold
in reliance on Section 4(2) of the Securities Act and shall be issued initially in the form of one or more Global Notes, substantially


 






    	 	14	 



     


    

 


in the form set forth in EXHIBIT A (the “Global Note”),
deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter
provided and bearing the legends set forth in EXHIBITS C-1 and C-2. The aggregate principal amount of the Global Note may from
time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter
provided, subject to the limitations provided in Section 2.1(a) hereof on the aggregate principal amount of the Global Note or
Notes.


 


(g) Notes issued in exchange for interests
in a Global Note pursuant to Section 2.15 may be issued in the form of permanent certificated Notes in registered form in substantially
the form set forth in EXHIBIT A (the “Physical Notes”) and, if applicable, bearing any legends required by Section
2.17.


 


SECTION 2.2 EXECUTION AND AUTHENTICATION.


 


(a) One Officer of the Issuer shall sign
the Notes for the Issuer by manual or facsimile signature.


 


(b) If an Officer of the Issuer whose signature
is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.


 


(c) A Note shall not be valid until authenticated
by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this
Indenture.


 


(d) Upon an Order of the Issuer signed by
one Officer of the Issuer, the Trustee shall authenticate Notes for original issue in the aggregate principal amount of $45,000,000,
or in the aggregate principal amount of additional Notes as shall be permitted pursuant to Section 2.1(a), as applicable. In authenticating
such Notes or additional Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes or
additional Notes, the Trustee shall receive, and, subject to Section 6.1, shall be fully protected in relying upon:


 


(i) a copy of the Board Resolution
of the Board of Directors approving the issuance of the Notes or additional Notes, certified by the Secretary or an Assistant Secretary
of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate;


 


(ii) an Officers’ Certificate
complying with Section 16.6; and


 


(iii) an Opinion of Counsel complying
with Section 16.6.


 


(e) Upon an Order of the Issuer signed by
two Officers of the Issuer, the Trustee shall authenticate Notes not bearing the Restrictive Securities Legend to be issued to
the transferee when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(c)
hereof.


 






    	 	15	 



     


    

 


(f) The Trustee shall act as the initial
authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes.
An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to
deal with the Issuer and its Affiliates.


 


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


 


SECTION 2.3 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.


 


(a) The Issuer shall maintain an office or
agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency
where Notes may be presented for payment (“Paying Agent”) and an office or agency where Notes may be presented for
conversion (“Conversion Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange.
The Issuer may appoint or change one or more co-registrars, one or more additional paying agents and one or more additional conversion
agents without notice and may act in any such capacity on its own behalf. The term “Registrar” includes any co-registrar;
the term “Paying Agent” includes any additional paying agent; and the term “Conversion Agent” includes
any additional conversion agent.


 


(b) The Issuer shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Issuer shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If
the Issuer fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Issuer or any Affiliate
of the Issuer may act as Paying Agent.


 


(c) The Issuer initially appoints the Trustee
as Paying Agent, Registrar and Conversion Agent.


 


SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST.


 


Subject to Section 15.2, each Paying Agent shall
hold in trust for the benefit of the Holders or the Trustee all moneys held by the Paying Agent for the payment of the Notes, and
shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the
money. If the Issuer acts as Paying Agent, it shall segregate and hold as a separate trust fund all money held by it as Paying
Agent.


 


SECTION 2.5 HOLDER LISTS.


 


The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of Holders (the “Register”).
If the Trustee is


 






    	 	16	 



     


    

 


not the Registrar, the Issuer shall furnish to the Trustee on or
before each interest payment date and at such other times as the Trustee may request in writing the Register.


 


SECTION 2.6 TRANSFER AND EXCHANGE.


 


(a) Subject to Sections 2.15 and 2.16 hereof,
when Notes are presented to the Registrar with a request to register their transfer or to exchange them for an equal principal
amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange if its requirements
for such transaction are met. To permit registrations of transfer and exchanges, the Trustee shall authenticate Notes at the Registrar’s
request.


 


(b) No service charge shall be made for any
transfer, exchange or conversion of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer, exchange or conversion of Notes, other than exchanges pursuant to Sections
2.10, 12.6, 13.1, 13.2 or 14.2 not involving any transfer.


 


SECTION 2.7 REPLACEMENT NOTES.


 


(a) If the Holder claims that the Note has
been mutilated, lost, destroyed or stolen, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the
Trustee’s requirements are met and, in the case of a mutilated Note, such mutilated Note is surrendered to the Trustee. In
the case of lost, destroyed or stolen Notes, if required by the Trustee, an indemnity bond must be provided by the Holder that
is sufficient in the judgment of the Trustee to protect the Issuer, the Trustee or any Agent from any loss which any of them may
suffer if a Note is replaced. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation to replacing a Note and any other reasonable expenses (including the reasonable fees and expenses
of the Trustee) in connection therewith.


 


(b) In case any such mutilated, lost, destroyed
or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note,
pay such Note when due.


 


(c) Every replacement Note is an additional
obligation of the Issuer only as provided in Section 2.8.


 


SECTION 2.8 OUTSTANDING NOTES.


 


(a) The Notes outstanding at any time are
all the Notes authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation
and those described in this Section 2.8 as not outstanding. Except to the extent provided in Section 2.9, a Note does not cease
to be outstanding because the Issuer or one of its subsidiaries or Affiliates holds the Note.


 


(b) If a Note is replaced pursuant to Section
2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Note
is held by a protected purchaser, as that term is defined in the New York Uniform Commercial Code.


 






    	 	17	 



     


    

 


(c) If the Paying Agent (other than the Issuer
or any Affiliate of the Issuer) holds on a Repurchase Date or Maturity Date money sufficient to pay Notes payable on that date
(or, if the Issuer acts as Paying Agent, if the Issuer has segregated and holds such money in trust in accordance with Section
2.4 hereof), then on and after that date, such Notes shall be deemed to be no longer outstanding and interest on them shall cease
to accrue, and such Note shall be deemed paid whether or not the Note is delivered to the Paying Agent. Thereafter, all other rights
of the Holders of such Notes shall terminate with respect to such Notes, other than the right to receive the Repurchase Price or
principal amount, as applicable.


 


(d) If a Note is converted in accordance
with Article XIV hereof, then from and after the time of conversion on the Conversion Date, such Note will cease to be outstanding,
and interest, if any, will cease to accrue on such Note.


 


SECTION 2.9 NOTES HELD BY THE ISSUER OR AN AFFILIATE.


 


In determining whether the Holders of the required
aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any of its
subsidiaries or an Affiliate shall be considered as though not outstanding, except that for the purposes of determining whether
a Responsible Officer of the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the
Trustee knows are so owned shall be so disregarded.


 


SECTION 2.10 TEMPORARY NOTES.


 


Until definitive Notes are ready for delivery,
the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay,
the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.


 


SECTION 2.11 CANCELLATION.


 


The Issuer at any time may deliver Notes to
the Trustee for cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to the Trustee any Notes surrendered
to them for transfer, exchange, payment or conversion. The Trustee shall cancel all Notes surrendered for transfer, exchange, payment,
conversion or cancellation in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes that
it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article XIV.


 


SECTION 2.12 DEFAULTED INTEREST.


 


If and to the extent the Issuer defaults in
a payment of interest on the Notes, the Issuer shall pay the defaulted interest in any lawful manner plus, to the extent not prohibited
by applicable statute or case law, interest payable on the defaulted interest at the rate provided in the Notes (the “Defaulted
Interest”). The Issuer may pay the Defaulted Interest to the persons who are Holders on a subsequent special record date
fixed by the Issuer (a “Defaulted Interest Special Record Date”). The Issuer shall fix such Defaulted Interest Special
Record Date and payment date. At least 15 days before the Defaulted Interest Special Record Date, the Issuer shall mail to


 






    	 	18	 



     


    

 


Holders a notice that states the Defaulted Interest Special Record
Date, payment date and amount of interest to be paid.


 


SECTION 2.13 CUSIP NUMBERS.


 


The Issuer in issuing the Notes may use one
or more “CUSIP” numbers, and if so, the Trustee shall use the CUSIP numbers in notices of exchange as a convenience
to Holders; provided, however, that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy
of the CUSIP numbers printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers
printed on the Notes. The Issuer shall promptly notify the Trustee of any change in the CUSIP numbers.


 


SECTION 2.14 DEPOSIT OF MONEYS.


 


Prior to 11:00 A.M., New York City time, on
each Interest Payment Date, Maturity Date and Repurchase Date, the Issuer shall have deposited with a Paying Agent in immediately
available funds money sufficient to make cash payments, if any, due on such Interest Payment Date, Maturity Date and Repurchase
Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment
Date, Maturity Date and Repurchase Date, as the case may be.


 


SECTION 2.15 BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES.


 


(a) The Global Notes initially shall (i)
be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for
such Depositary, and (iii) bear legends as set forth in Section 2.17.


 


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


 


(b) Transfers of Global Notes shall be limited
to transfers in whole, or in part, to the Depositary, its successors or their respective nominees. In addition, Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depositary
notifies the Issuer that it is unwilling or unable to continue as Depositary for any Global Note and a successor Depositary is
not appointed by the Issuer within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar
has received a written request from the Depositary to issue Physical Notes.


 


(c) In connection with the transfer of a
Global Note in its entirety to beneficial owners pursuant to Section 2.15(b), such Global Note shall be deemed to be surrendered
to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall upon written


 






    	 	19	 



     


    

 


instructions from the Issuer authenticate and deliver to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount
of Physical Notes of authorized denominations.


 


(d) Any Physical Note constituting a Restricted
Security delivered in exchange for an interest in a Global Note pursuant to Section 2.15(b) shall, except as otherwise provided
by Section 2.16, bear the Restrictive Securities Legend.


 


(e) The Holder of any Global Note may grant
proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to
take any action which a Holder is entitled to take under this Indenture or the Notes.


 


SECTION 2.16 SPECIAL TRANSFER PROVISIONS.


 


(a) Transfers to QIBs. The following
provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a QIB:


 


(i) the Registrar shall register
the transfer of any Restricted Security, whether or not such Note bears the Restrictive Securities Legend, if (x) the requested
transfer is after the first anniversary of the issue date for the Notes; provided, however, that neither the Company
nor any of its Affiliates has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the first
anniversary of the issue date for the Notes or (y) such transfer is being made by a proposed transferor who has checked the box
provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been
made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of
Note stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Note for its own account
or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the
meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration
provided by Rule 144A; and


 


(ii) if the proposed transferor
is a Participant seeking to transfer an interest in one Global Note to a transferee who will hold such interest in another Global
Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depositary’s and the Registrar’s
procedures and (y) the appropriate certificates and other documents, if any, required by clause (y) of paragraph (i) above, the
Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the aggregate principal
amount of the Global Note through which the transferor held such interest in an amount equal to the aggregate principal amount
of the Notes to be transferred and (B) an increase in the aggregate principal amount of the Global Note through which the transferee
proposes to hold such interest, in an amount equal to the aggregate principal amount of the Notes to be transferred.


 






    	 	20	 



     


    

 


(b) Restrictions on Transfer and Exchange
of Global Notes. Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred except as a whole
or in part by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.


 


(c) Restrictive Securities Legend.
Upon the transfer, exchange or replacement of Notes not bearing the Restrictive Securities Legend, the Registrar or co-Registrar
shall deliver Notes that do not bear the Restrictive Securities Legend. Upon the transfer, exchange or replacement of Notes bearing
the Restrictive Securities Legend, the Registrar or co-Registrar shall deliver only Notes that bear the Restrictive Securities
Legend unless (i) the requested transfer is after the first anniversary of the issue date for the Notes (provided, however,
that neither the Issuer nor any of its Affiliates has held any beneficial interest in such Note, or portion thereof, at any time
prior to or on the first anniversary of the issue date), (ii) there is delivered to the Trustee an Opinion of Counsel to the Issuer
reasonably satisfactory to the Issuer to the effect that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act and the Holder selling such Notes has delivered to the Registrar or co-Registrar
a notice in the form of EXHIBIT D hereto. Upon the effectiveness of a shelf registration statement on Form S-3, the Issuer shall
deliver to the Trustee a notice of effectiveness, a Note or Notes, an authentication order in accordance with Section 2.2 and an
Opinion of Counsel and, if required by the Depositary, the Issuer shall deliver to the Depositary a letter of representations in
a form reasonably acceptable to the Depositary.


 


(d) General. By its acceptance of
any Note bearing the Restrictive Securities Legend, each Holder of such a Note acknowledges the restrictions on transfer of such
Note set forth in this Indenture and in the Restrictive Securities Legend and agrees that it will transfer such Note only as provided
in this Indenture.


 


The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 2.15 or this Section 2.16. The Issuer shall have the right
to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.


 


(e) Transfers of Notes Held by Affiliates.
Any certificate (i) evidencing a Note that has been transferred to an Affiliate of the Issuer within one year after the issue date
for the Notes, as evidenced by a notation on the Assignment Form for such transfer or in the representation letter delivered in
respect thereof or (ii) evidencing a Note that has been acquired from an Affiliate (other than by an Affiliate) in a transaction
or a chain of transactions not involving any public offering, shall, until the later of (x) one year after the date of original
issuance of the Note and (y) 90 days after the Holder ceases to be an Affiliate, bear the Restrictive Securities Legend, unless
otherwise agreed by the Company (with written notice thereof to the Trustee).


 






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SECTION 2.17 RESTRICTIVE SECURITIES LEGENDS.


 


(a) Each Global Note and Physical Note that
constitutes a Restricted Security shall bear the legend (the “Restrictive Securities Legend”) as set forth in EXHIBIT
C-1 on the face thereof until the date that is the later of (i) one year after the date of original issuance of the Notes, and
(ii) 90 days after the Holder ceases to be an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company
or Issuer (or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereunder;
or such longer period of time as may be required under the Securities Act or applicable state securities laws in the opinion of
counsel for the Issuer, unless otherwise agreed between the Issuer and the Holder thereof).


 


(b) Each Common Share that constitutes a
Restricted Security shall bear the Restrictive Securities Legend as set forth in EXHIBIT C-3 on the reverse thereof until the date
that is the later of (i) six months after the date of original issuance of the Notes in the case of Common Shares issuable on conversion
of the Notes (or one year after the original issuance date in the case of Common Shares that is restricted upon issuance), and
(ii) 90 days after the Holder ceases to be an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company
or Issuer (or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereunder;
or such longer period of time as may be required under the Securities Act or applicable state securities laws in the opinion of
counsel for the Issuer, unless otherwise agreed between the Issuer and the Holder thereof)


 


(c) Each Global Note shall also bear the
legend as set forth in EXHIBIT C-2.


 


ARTICLE III

NOTE GUARANTEE


 


SECTION 3.1 NOTE GUARANTEE.


 


The Company hereby fully and unconditionally
guarantees, as primary obligor and not merely as surety, to each Holder and the Trustee, the payment of principal and interest
on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured
senior subordinated basis (the “Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior
Debt of the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries
of the Company (other than the Issuer). Other than as set out above, the Note Guarantee ranks equally in right of payment with
all of the Company’s other existing and future liabilities that are not secured or are not otherwise subordinated in favor
of the Note Guarantee.


 


The Company waives presentation to, demand of
payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company
waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder shall not be affected
by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer
or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms or provisions


 






    	 	22	 



     


    

 


of this Indenture, the Notes or any other agreement; (d) the release
of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control of the Issuer.


 


The Company further agrees that the Note Guarantee
herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of any Obligations.


 


The obligations of the Company hereunder shall
not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the
Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to
any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability
of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall
not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any
remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure
or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do
any other act or thing which may or might in any manner or to any extent vary the risk of the Company or would otherwise operate
as a discharge of the Company as a matter of law or equity.


 


The Company further agrees that the Note Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal
of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization
of the Company or otherwise.


 


In furtherance of the foregoing and not in limitation
of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company
to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by repurchase or otherwise,
the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in
cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued
and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law).


 


The Company further agrees that, as between
the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided
in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations,
such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this
Note Guarantee.


 


The Company also agrees to pay any and all reasonable
costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights
under this Section 3.1.


 






    	 	23	 



     


    

 


SECTION 3.2 CONSIDERATION.


 


The Company has received, or will receive, direct
or indirect benefits from the making of the Note Guarantee.


 


SECTION 3.3 EXECUTION OF GUARANTEE.


 


To evidence the Note Guarantee to the Holders
set forth in this Article III, the Company hereby agrees to execute the Note Guarantee in substantially the form attached hereto
as EXHIBIT B, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company hereby
agrees that the Note Guarantee set forth in this Article III shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee. The Note Guarantee shall be signed on behalf of the Company by one of
its authorized Officers prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee on behalf of the Company. Such
signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced
on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before
the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by
the Issuer, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee
had not ceased to be such officer of the Company.


 


SECTION 3.4 SUCCESSOR GUARANTEE.


 


In the event that the Company consolidates with,
merges with or into, or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of its property and
assets (in one transaction or a series of related transactions) to any Person and the Company is not the surviving entity, such
surviving entity shall expressly assume all of the obligations of the Company under this Article III and shall execute a Note Guarantee
to evidence such obligation.


 


ARTICLE IV

SATISFACTION AND DISCHARGE


 


SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE.


 


When:


 


(1) the Issuer shall deliver to
the Trustee for cancellation all Notes previously authenticated (other than any Notes which have been destroyed, lost or stolen
and in lieu of, or in substitution for which, other Notes shall have been authenticated and delivered) and not previously canceled,
or


 


(2) the Issuer shall deposit with
the Trustee, within one year before the Notes have become due and payable at stated maturity or within one year of the Notes being
scheduled for conversion or otherwise, cash or Common Shares, pursuant to Article XIV, sufficient to pay all of the outstanding
Notes and all other sums payable by the Issuer under this Indenture, and


 






    	 	24	 



     


    

 


if, in the case of either clause (1) or (2),
the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to
be of further effect except as to:


 


(i) remaining rights of registration
of transfer, substitution and exchange and conversion of Notes,


 


(ii) rights hereunder of Holders
to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations
of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, and


 


(iii) the rights, obligations
and immunities of the Trustee hereunder,


 


and the Trustee, on written demand of the Issuer
accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein relating
to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture; provided, however, the Issuer shall reimburse
the Trustee for all amounts due the Trustee under Section 5.8 and Section 6.7 hereof and for any costs or expenses thereafter reasonably
and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered
by the Trustee in connection with this Indenture or the Notes.


 


SECTION 4.2 DEPOSITED MONIES TO BE HELD IN TRUST.


 


Subject to Section 4.3 hereof, all monies deposited
with the Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by it to the payment, notwithstanding the provisions
of Article XIV hereof, either directly or through any Paying Agent (including the Issuer if acting as its own Paying Agent), to
the Holders of the particular Notes for the payment of which such monies have been deposited with the Trustee, of all sums due
and to become due thereon for principal, premium, if any, and interest. All monies deposited with the Trustee pursuant to Section
4.1 hereof (and held by it or any Paying Agent) for the payment of Notes subsequently converted shall be returned to the Issuer
upon request of the Issuer.


 


SECTION 4.3 RETURN OF UNCLAIMED MONIES.


 


Anything contained herein to the contrary notwithstanding,
and subject to any applicable law, any money held by the Trustee in trust for the payment and discharge of the principal, interest
or premium, if any, on any of the Notes which remains unclaimed for two years after the date when each payment of such principal,
interest and premium has become payable shall be repaid within sixty days of such date by the Trustee to the Issuer 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 Issuer for the payment of the principal, interest and premium, if any, on such Notes. The Issuer may cause, or,
if requested by the Issuer, the Trustee shall cause notice of such payment to the Issuer to be mailed to each Holder of a Note
entitled thereto prior to such payment. The Trustee shall not be liable to the Issuer or any Holder for interest on funds held
by it for the payment and discharge of the principal of, or interest or premium, if any,


 






    	 	25	 



     


    

 


on, any of the Notes to any Holder. The Issuer 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.


 


ARTICLE V

DEFAULTS AND REMEDIES


 


SECTION 5.1 EVENTS OF DEFAULT.


 


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


 


(a) default in the payment of principal of
(or premium, if any, on) any Note at its stated maturity or exercise of a Repurchase Right or otherwise;


 


(b) default in the payment of interest on
any Note when due and payable and continuance of such default for a period of 30 days;


 


(c) default in the performance or breach
of any term, covenant or agreement of the Issuer or the Company in this Indenture or under the Notes and continuance of such default
or breach for a period of 60 consecutive days after there has been given, by registered or certified mail, to the Issuer or the
Company by the Trustee or to the Issuer or the Company and the Trustee by the Holders of at least 25% in principal amount of the
outstanding Notes 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;


 


(d) a default occurs under any mortgage,
indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money
borrowed by the Issuer, the Company or any of the Company’s Significant Subsidiaries, whether such indebtedness now exists
or shall be created hereafter, which default (i) is caused by a failure to pay principal of such indebtedness by the end of the
applicable grace period, if any, unless such indebtedness is discharged (a “Payment Default”) or (ii) results in the
acceleration of such indebtedness, unless such acceleration is waived, cured, rescinded or annulled, the principal amount of any
such indebtedness, together with the principal amount of any other such indebtedness under which there is then existing a Payment
Default or the maturity of which has been so accelerated, aggregates $10 million or more;


 


(e) a court having jurisdiction in the premises
enters a decree or order for (A) relief in respect of the Issuer, the Company or any of the Company’s Significant Subsidiaries
in an involuntary case under any applicable bankruptcy or other similar law now or hereafter in effect, (B) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, the Company or any of the Company’s
Significant Subsidiaries or (C) the winding up or liquidation of the affairs of the Issuer, the Company or any of the Company’s
Significant Subsidiaries and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive
days;


 






    	 	26	 



     


    

 


(f) the Issuer, the Company or any of the
Company’s Significant Subsidiaries (A) commences a voluntary case under any applicable bankruptcy or other similar law now
or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents
to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official
of the Issuer, the Company or any of the Company’s Significant Subsidiaries or for all or substantially all of the property
and assets of the Issuer, the Company or any of the Company’s Significant Subsidiaries or (C) effects any general assignment
for the benefit of creditors; or


 


(g) failure by the Issuer or the Company
to provide the notice required under this Indenture upon a Designated Event.


 


SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.


 


(a) If an Event of Default with respect to
outstanding Notes (other than an Event of Default with respect to the Issuer or the Company specified in Section 5.1(e) or 5.1(f)
hereof) occurs and is continuing and has not been cured or waived in accordance with this Indenture, the Trustee or the Holders
of at least 25% in aggregate principal amount of the outstanding Notes, by written notice to the Issuer or the Company specifying
such Event of Default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder,
may declare due and payable 100% of the principal amount of all outstanding Notes plus any accrued and unpaid interest to the date
of payment. Upon a declaration of acceleration, such principal and accrued and unpaid interest to the date of payment shall be
immediately due and payable.


 


(b) If an Event of Default with respect to
the Issuer or the Company specified in Section 5.1(e) or 5.1(f) hereof occurs, all unpaid principal and accrued and unpaid interest
on the outstanding Notes shall become and be immediately due and payable, without any declaration or other act on the part of the
Trustee or any Holder.


 


(c) The Holders, either (a) through the written
consent of not less than a majority in aggregate principal amount of the outstanding Notes, or (b) by the adoption of a resolution
by Holders of a majority in aggregate principal amount of the outstanding Notes represented at a meeting of Holders at which a
quorum (as prescribed in Section 9.4) is present, may rescind and annul an acceleration and its consequences if:


 


(1) all existing Events of Default,
other than the nonpayment of principal of or interest on the Notes which have become due solely because of the acceleration, have
been remedied, cured or waived, and


 


(2) the rescission would not conflict
with any judgment or decree of a court of competent jurisdiction;


 


provided, however, that in the event of a declaration of acceleration
in respect of the Notes because of an Event of Default specified in Section 5.1(d) shall have occurred and be continuing, such
declaration of acceleration shall be automatically rescinded and annulled if the indebtedness that is the subject of such Event
of Default has been discharged or the holders thereof have waived, cured, rescinded or annulled their declaration of acceleration
in respect of such


 






    	 	27	 



     


    

 


indebtedness, and written notice of such discharge or waiver, cure,
rescission or annulment as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders
of such indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in
respect of the Notes and no other Event of Default has occurred during such 30-day period which has not been cured or waived during
such period.


 


SECTION 5.3 OTHER REMEDIES.


 


If an Event of Default with respect to outstanding
Notes occurs and is continuing, the Trustee may, in its discretion, pursue any available remedy by proceeding at law or in equity
to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes.


 


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


 


SECTION 5.4 WAIVER OF PAST DEFAULTS.


 


The Holders, either (a) through the written
consent of not less than a majority in aggregate principal amount of the outstanding Notes, or (b) by the adoption of a resolution,
at a meeting of Holders of the outstanding Notes at which a quorum (as prescribed in Section 9.4) is present, by the Holders of
at least a majority in aggregate principal amount of the outstanding Notes represented at such meeting, may, on behalf of the Holders
of all of the Notes, waive an existing Default or Event of Default, except a Default or Event of Default:


 


(1) in the payment of the principal
of or premium, if any, or interest on any Note (provided, however, that subject to Section 5.7 hereof, the Holders of a majority
in aggregate principal amount of the outstanding Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration);


 


(2) in respect of a covenant or
provision hereof which, under Section 8.2 hereof, cannot be modified or amended without the consent of the Holders of each outstanding
Note 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; provided,
however, that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


SECTION 5.5 CONTROL BY MAJORITY.


 


The Holders of a majority in aggregate principal
amount of the outstanding Notes (or such lesser amount as shall have acted at a meeting pursuant to the provisions of this Indenture)
shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that:


 






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(1) conflicts with any law or with
this Indenture;


 


(2) the Trustee determines may
be unduly prejudicial to the rights of the Holders not joining therein, or


 


(3) may expose the Trustee to personal
liability.


 


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


 


SECTION 5.6 LIMITATION ON SUIT.


 


No Holder of any Note shall have any right to
pursue any remedy with respect to this Indenture or the Notes (including, instituting any proceeding, judicial or otherwise, with
respect to this Indenture or for the appointment of a receiver or trustee) unless:


 


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


 


(2) the Holders of at least 25%
in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee to pursue the remedy;


 


(3) such Holder or Holders have
offered to the Trustee indemnity satisfactory to it against any costs, expenses and liabilities incurred in complying with such
request;


 


(4) the Trustee has failed to comply
with the request for 60 days after its receipt of such notice, request and offer of indemnity; and


 


(5) during such 60-day period,
no direction inconsistent with such written request has been given to the Trustee by the Holders of a majority in aggregate principal
amount of the outstanding Notes (or such amount as shall have acted at a meeting pursuant to the provisions of this Indenture);


 


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


 


SECTION 5.7 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PAYMENT.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal
of and premium, if any, and interest on such Note on the stated maturity expressed in such Note, and in the case of the exercise
of a Repurchase Right, on the Repurchase Date, and to bring suit for the enforcement of any such payment on or after such respective
dates, and such right shall not be impaired or affected without the consent of such Holder.


 






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SECTION 5.8 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY THE TRUSTEE.


 


Each of the Issuer and Company, jointly and
severally, covenants that if:


 


(1) a default is made in the payment
of any interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or


 


(2) a default is made in the payment
of the principal of or premium, if any, on any Note at the maturity thereof,


 


the Issuer and the Company will, upon demand of the Trustee, pay
to it, for the benefit of the Holders of such Notes, the whole amount then due and payable (as expressed therein or as a result
of any acceleration effected pursuant to Section 5.2 hereof) on such Notes for principal and premium, if any, and interest and,
to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium, if any,
and on any overdue interest, calculated using the applicable interest rate specified in Section 2.1(c) hereof, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


If the Issuer and the Company fail 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 Issuer and/or the Company and collect the moneys adjudged or decreed to be payable in the manner provided by law
out of the property of the Issuer and/or the Company, wherever situated.


 


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


 


SECTION 5.9 TRUSTEE MAY FILE PROOFS OF CLAIM.


 


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


 


(1) to file and prove a claim for
the whole amount of principal and premium, if any, and interest owing and unpaid in respect of the Notes and to file such other
papers or documents as may be necessary or advisable in order to have the claims


 






    	 	30	 



     


    

 


of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of Notes allowed
in such judicial proceeding, and


 


(2) to collect and receive any
moneys or other property payable or deliverable on any such claim and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceedings is hereby authorized by each Holder of Notes 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 Notes, to
pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and any other amounts due the Trustee under Section 5.8.


 


Nothing contained herein shall be deemed to
authorize the Trustee to authorize or consent to or accept, or adopt on behalf of any Holder of a Note, any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Holder of a Note in any such proceeding.


 


SECTION 5.10 RESTORATION OF RIGHTS AND REMEDIES.


 


If the Trustee or any Holder of a Note 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 Issuer, the Company, the Trustee and the Holders of Notes shall be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


 


SECTION 5.11 RIGHTS AND REMEDIES CUMULATIVE.


 


No right or remedy conferred in this Indenture
upon or reserved to the Trustee or to the Holders of Notes is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder
or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION 5.12 DELAY OR OMISSION NOT WAIVER.


 


No delay or omission of the Trustee or of any
Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders of Notes may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Notes, as the case may be.


 






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SECTION 5.13 APPLICATION OF MONEY COLLECTED.


 


Subject to Article XIII, any money collected
by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or premium, if any, or interest, upon presentation of the Notes
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;


 


SECOND: To the payment of the amounts then due
and unpaid for principal of and premium, if any, and interest on the Notes 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
Notes for principal and premium, if any, and interest, respectively; and


 


THIRD: Any remaining amounts shall be repaid
to the Issuer.


 


SECTION 5.14 UNDERTAKING FOR COSTS.


 


All parties to this Indenture agree, and each
Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees
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 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the outstanding
Notes, or to any suit instituted by any Holder of any Note for the enforcement of the payment of the principal of or premium, if
any, or interest on any Note on or after the stated maturity expressed in such Note (or, in the case of exercise of a Repurchase
Right, on or after the Repurchase Date) or for the enforcement of the right to convert any Note in accordance with Article XIV.


 


SECTION 5.15 WAIVER OF STAY OR EXTENSION LAWS.


 


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


 






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ARTICLE VI

THE TRUSTEE


 


SECTION 6.1 DUTIES OF TRUSTEE.


 


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


 


(b) Except during the continuance of an Event
of Default:


 


(i) the Trustee need perform
only those duties that are specifically set forth in this Indenture and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and


 


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


 


(c) The Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:


 


(i) this subsection shall not
be construed to limit the effect of subsection (b) of this Section 6.1;


 


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


 


(iii) the Trustee shall not be
liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant
to Section 5.5.


 


(d) Every provision of this Indenture that
in any way relates to the Trustee in any of its roles hereunder is subject to the provisions of this Section 6.1.


 


(e) The Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law.


 






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SECTION 6.2 RIGHTS OF TRUSTEE.


 


(a) Subject to Section 6.1, the Trustee may
conclusively rely and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document;
if, however, the Trustee shall determine to make such further inquiry or investigation, it shall be entitled during normal business
hours to examine the relevant books, records and premises of the Issuer, personally or by agent or attorney upon reasonable prior
notice and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.


 


(b) Before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate of the Issuer and/or an Opinion of Counsel from the Issuer or from the Company.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate
of the Issuer or Opinion of Counsel from the Issuer or from the Company.


 


(c) Any request or direction of the Issuer
mentioned herein shall be sufficiently evidenced by an Order of the Issuer and any resolution of the Board of Directors of the
Issuer shall be sufficiently evidenced by a Board Resolution of the Issuer.


 


(d) The Trustee may consult with counsel
of its selection and the advice of such counsel or any Opinion of Counsel of the Issuer 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 may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or indirectly or by or through agents or attorneys and shall
not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.


 


(f) The Trustee shall not be liable for any
action it takes or omits to take in good faith which it believes to be authorized or within its discretion, rights or powers conferred
upon it by this Indenture.


 


(g) Except with respect to Section 6.1, the
Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article X
hereof. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of
Default occurring pursuant to Sections 5.1(a) and 5.1(b) or (ii) any Default or Event of Default of which a Responsible Officer
of the Trustee shall (x) have received written notification of any event which is in fact such a default at its Corporate Trust
Office and such notice references the Notes and this Indenture or (y) obtained actual knowledge. Delivery of reports, information
and documents to the Trustee under Article X (other than Sections 10.4 and 10.7) is for informational purposes only and the Trustee’s
receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates of the Issuer).


 






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


 


(i) 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 its directors, officers, employees and each agent, custodian
and other Person employed to act hereunder.


 


(j) The Trustee may request that the Issuer
deliver an Officers’ Certificate of the Issuer setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate of the Issuer, including any person specified as so authorized in any such certificate
previously delivered and not superseded.


 


(k) 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 its duties
hereunder or in the exercise of any of its rights or powers.


 


(l) No permissive power, right or remedy
conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy.


 


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


 


SECTION 6.3 INDIVIDUAL RIGHTS OF TRUSTEE.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any of its Affiliates with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, must comply with Sections
6.10 and 6.11.


 


SECTION 6.4 TRUSTEE’S DISCLAIMER.


 


The Trustee makes no representation as to the
validity, priority or adequacy of this Indenture or the Notes; it shall not be accountable for the Issuer’s or the Company’s
use of the proceeds from the Notes; and it shall not be responsible for any statement in the Notes other than its certificate of
authentication.


 


SECTION 6.5 NOTICE OF DEFAULTS.


 


If a Default or Event of Default occurs and
is continuing as to which the Trustee has received notice pursuant to the provisions of this Indenture, the Trustee shall mail
to each Holder a notice of the Default or Event of Default within 90 days after it occurs unless such Default or


 






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Event of Default has been cured or waived. Except in the case of
a Default or Event of Default in payment of any amounts due with respect to any Note, the Trustee may withhold the notice if and
so long as it in good faith determines that withholding the notice is in the best interests of Holders.


 


SECTION 6.6 REPORTS BY TRUSTEE TO HOLDERS.


 


(a) Within 60 days after each June 15 beginning
with June 15, 2012, the Trustee shall mail to each Holder if required by TIA Section 313(a) a brief report dated as of such June
15 that complies with TIA Section 313(c). In such event, the Trustee also shall comply with TIA Section 313(b) and Section 313(d).


 


(b) A copy of each report at the time of
its mailing to Holders shall be mailed to the Issuer and filed by the Trustee with the SEC and each stock exchange, if any, on
which the Notes are listed. The Issuer shall promptly notify the Trustee when the Notes are listed or delisted on any stock exchange.


 


SECTION 6.7 COMPENSATION AND INDEMNITY.


 


(a) The Issuer and the Company shall pay
to the Trustee from time to time such compensation for its services as shall be agreed upon in writing. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request
for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and out-of-pocket
expenses of the Trustee’s agents and counsel.


 


(b) The Issuer and the Company shall, jointly
and severally, indemnify the Trustee against any and all loss, liability, damage, claim or expense (including the reasonable fees
and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the
acceptance or administration of this trust and the performance of its duties hereunder, including the reasonable costs and expenses
of defending itself against any claim (whether asserted by the Issuer, the Company, any Holder or any other Person) or liability
in connection with the exercise or performance of any of its powers and duties hereunder. The Issuer and the Company need not pay
for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Issuer
promptly of any claim of which a Responsible Officer has actual knowledge or has received written notice and for which it may seek
indemnification. The Issuer and the Company need not reimburse any expense or indemnify against any loss or liability incurred
by the Trustee through the Trustee’s negligence or willful misconduct.


 


(c) To secure the Issuer’s and the
Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay amounts due on particular Notes.


 


(d) The indemnity obligations of the Issuer
and the Company with respect to the Trustee provided for in this Section 6.7 shall survive any resignation or removal of the Trustee.


 






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(e) When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.1(e) or (f) occurs, the expenses and the compensation for the services
are intended to constitute expenses of administration under any Bankruptcy Law.


 


SECTION 6.8 REPLACEMENT OF TRUSTEE.


 


(a) A resignation or removal of the Trustee
and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment
as provided in this Section 6.8.


 


(b) The Trustee may resign by so notifying
the Issuer in writing 30 Business Days prior to such resignation. The Holders of a majority in aggregate principal amount of the
Notes then outstanding may remove the Trustee by so notifying the Trustee and the Issuer in writing and may appoint a successor
Trustee with the Issuer’s consent. The Issuer may remove the Trustee if:


 


(i) the Trustee fails to comply
with Section 6.10;


 


(ii) the Trustee is adjudged
a bankrupt or an insolvent;


 


(iii) a receiver or other public
officer takes charge of the Trustee or its property; or


 


(iv) the Trustee becomes incapable
of acting.


 


(c) If the Trustee resigns or is removed
or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.


 


(d) If a successor Trustee does not take
office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s and the Company’s
expense), the Issuer or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


(e) If the Trustee fails to comply with Section
6.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(f) A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.
The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, upon payment of any amount
owed to the retiring Trustee hereunder, promptly transfer all property held by it as Trustee to the successor Trustee, subject
to the lien provided for in Section 6.7.


 






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SECTION 6.9 SUCCESSOR TRUSTEE BY MERGER, ETC.


 


If the Trustee consolidates with, merges or
converts into, or transfers by sale or otherwise all or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor Trustee, if such successor corporation is otherwise eligible
hereunder.


 


SECTION 6.10 ELIGIBILITY; DISQUALIFICATION.


 


There shall at all times be a Trustee hereunder
that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that
is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus (on a consolidated basis) of at least $100 million as set forth in
its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b).


 


SECTION 6.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER AND
THE COMPANY.


 


The Trustee shall comply with TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to
TIA Section 311(a) to the extent indicated.


 


ARTICLE VII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


SECTION 7.1 ISSUER OR COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.


 


The Issuer and the Company shall not consolidate
with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of their property and
assets (in one transaction or a series of related transactions) to any Person unless:


 


(1) either (A) the Issuer or the
Company shall be the resulting, surviving or transferee Person (the “Successor Company”), or (B) the Successor Company
(if other than the Issuer or the Company, as the case may be) (i) shall be a corporation organized and existing under the laws
of the United States of America or any state thereof or the District of Columbia or under the laws of Canada or any province thereof,
and (ii) shall (together with its ultimate parent company, if applicable) expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all of the Issuer’s and, if the Successor Company that
succeeds to the Issuer assumes only the obligations under the Notes but not under the Note Guarantee, the Company’s obligations
for the due and punctual payment of the principal of (and premium, if any) and interest on all Notes and the performance and observance
of every covenant of this Indenture on the part of the Issuer and the Company to be performed or observed and shall have provided
for conversion rights in accordance with Section 14.11 hereof;


 






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


 


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


 


SECTION 7.2 SUCCESSOR CORPORATION SUBSTITUTED.


 


Upon any consolidation of the Issuer or the
Company with or merger of the Issuer or the Company with or into any other corporation or any conveyance, transfer or lease of
all or substantially all of the properties and assets of the Issuer or the Company to any Person in accordance with Section 7.1,
the successor Person formed by such consolidation or into which the Issuer or the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or the
Company under this Indenture with the same effect as if such successor Person had been named as the Issuer or the Company, as the
case may be, herein, and in the event of any such conveyance or transfer, the Issuer or the Company (which term shall for this
purpose mean the Person named as the “Issuer” or the “Company,” as the case may be, in the first paragraph
of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 7.1), except in
the case of a lease to another Person, shall be discharged of all obligations and covenants under this Indenture and the Notes.


 


ARTICLE VIII

AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


SECTION 8.1 WITHOUT CONSENT OF HOLDERS OF NOTES.


 


Without the consent of any Holders of Notes,
the Issuer and the Company, when authorized by Board Resolutions of their respective Boards of Directors, and the Trustee, at any
time and from time to time, may amend this Indenture and the Notes to:


 


(a) add to the covenants of the Issuer and
the Company for the benefit of the Holders of Notes;


 


(b) surrender any right or power herein conferred
upon the Issuer or the Company;


 


(c) make provision with respect to the conversion
rights of Holders of Notes pursuant to Section 14.11 hereof;


 


(d) provide for the assumption of the Issuer’s
and the Company’s obligations to the Holders of Notes in the case of a merger, consolidation, conveyance, transfer or lease
pursuant to Article VII hereof;


 






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(e) reduce theone
or both Conversion PricePrices;
provided, that such reduction in theone or both
Conversion PricePrices shall not adversely
affect the interest of the Holders;


 


(f) comply with the requirements of the SEC
in order to effect or maintain the qualification of this Indenture under the TIA;


 


(g) cure any ambiguity, to correct or supplement
any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any
other provisions with respect to matters or questions arising under this Indenture which the Issuer, the Company and the Trustee
may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, that such
action pursuant to this clause (h) does not, in the good faith opinion of the Board of Directors of the Issuer, adversely affect
the interests of the Holders in any material respect;


 


(h) add or modify any other provisions with
respect to matters or questions arising under this Indenture which the Issuer, the Company and the Trustee may deem necessary or
desirable and which shall not be inconsistent with the provisions of this Indenture, provided, that such action pursuant to this
clause (i) does not adversely affect the interests of the Holders; or


 


(i) comply with the procedures of the Depositary.


 


SECTION 8.2 WITH CONSENT OF HOLDERS OF NOTES.


 


Except as provided below in this Section 8.2,
this Indenture or the Notes may be amended, modified or supplemented, and noncompliance in any particular instance with any provision
of this Indenture or the Notes may be waived, in each case (i) with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Notes or (ii) by the adoption of a resolution, at a meeting of Holders of the outstanding
Notes at which a quorum (as prescribed in Section 9.4) is present, by the Holders of a majority in aggregate principal amount of
the outstanding Notes represented at such meeting.


 


Without the written consent or the affirmative
vote of each Holder so affected, an amendment, modification or waiver under this Section 8.2 may not:


 


(a) change the maturity of the principal
of, or any installment of interest on, any Note;


 


(b) reduce the principal amount of, or premium,
if any, or interest (including any payment of liquidated damages, if any) on any Note;


 


(c) change the currency of payment of principal
of, premium, if any, or interest on any Note;


 


(d) impair the right of any Holder to institute
suit for the enforcement of any payment in or with respect to any Note;


 






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(e) modify the obligations of the Issuer
or the Company to maintain an office or agency in The City of New York pursuant to Section 10.2 hereof;


 


(f) amend the Designated Event Repurchase
Right after the occurrence of a Change in Control or the right to convert any Note in a manner adverse to the Holders; provided,
however, that the execution of a supplemental indenture solely to permit an Acquiror to assume the Issuer’s or the Company’s
obligations under the Notes shall not be deemed to be adverse to the Holders;


 


(g) reduce the percentage of aggregate principal
amount of Notes outstanding necessary to waive a default or amend or modify this Indenture, except to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
or


 


(h) reduce the requirements of Section 9.4
hereof for quorum or voting, or reduce the percentage of aggregate principal amount of the outstanding Notes the consent of whose
Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver provided for
in this Indenture.


 


It shall not be necessary for any Act of Holders
of Notes under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act of Holders shall approve the substance thereof.


 


SECTION 8.3 COMPLIANCE WITH TRUST INDENTURE ACT.


 


Every amendment to this Indenture or the Notes
shall be set forth in a supplemental indenture that complies with the TIA as then in effect.


 


SECTION 8.4 REVOCATION OF CONSENTS AND EFFECT OF CONSENTS OR VOTES.


 


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


 


An amendment, supplement or waiver becomes effective
on receipt by the Trustee of written consents from or affirmative votes by, as the case may be, the Holders of the requisite percentage
of aggregate principal amount of the outstanding Notes, and thereafter shall bind every Holder of Notes; provided, however, if
the amendment, supplement or waiver makes a change described in any of the clauses (a) through (i) of Section 8.2 hereof, the amendment,
supplement or waiver shall bind only each Holder of a Note which has consented to it or voted for it, as the case may be, and every
subsequent Holder of a Note or portion of a Note that evidences the same indebtedness as the Note of the consenting or affirmatively
voting, as the case may be, Holder.


 






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The Issuer may, but shall not be obligated to,
fix a special record date (a “Special Record Date”) for the purpose of determining the Holders entitled to consent
to any amendment, supplement or waiver, which Special Record Date shall be not more than 30 days prior to the first solicitation
of such consent. If a Special Record Date is fixed, then notwithstanding the proviso in the first paragraph of this Section 8.4,
those Persons who were Holders at such Special Record Date (or their duly designated proxies), and only those Persons, shall be
entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such Special Record Date.
No such consent shall be valid or effective for more than 90 days after such Special Record Date unless consents from Holders of
the requisite percentage in principal amount of outstanding Notes required hereunder for the effectiveness of such consents shall
have also been given and not revoked within such 90 day period.


 


SECTION 8.5 NOTATION ON OR EXCHANGE OF NOTES.


 


If an amendment, supplement or waiver changes
the terms of a Note:


 


(a) the Trustee may require the Holder of
a Note to deliver such Notes to the Trustee, the Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder and the Trustee may place an appropriate notation on any Note thereafter authenticated; or


 


(b) if the Issuer or the Trustee so determines,
the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.


 


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


 


SECTION 8.6 TRUSTEE TO SIGN AMENDMENT, ETC.


 


The Trustee shall sign any amendment authorized
pursuant to this Article VIII if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee.
If the amendment does adversely affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may but need not
sign it. In signing or refusing to sign such amendment, the Trustee shall be given and shall be fully protected in relying upon
an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.


 


ARTICLE IX

MEETING OF HOLDERS OF NOTES


 


SECTION 9.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED.


 


A meeting of Holders of Notes may be called
at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Notes.


 






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SECTION 9.2 CALL NOTICE AND PLACE OF MEETINGS.


 


(a) The Trustee may at any time call a meeting
of Holders of Notes for any purpose specified in Section 9.1 hereof, to be held at such time and at such place as the Trustee may
determine. Notice of every meeting of Holders of Notes, setting forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 16.2 hereof, not less than 21
nor more than 180 days prior to the date fixed for the meeting.


 


(b) In case at any time the Issuer, pursuant
to an Issuer Board Resolution, or the Holders of at least 10% in principal amount of the outstanding Notes shall have requested
the Trustee to call a meeting of the Holders of Notes for any purpose specified in Section 9.1 hereof, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting
to be held as provided herein, then the Issuer or the Holders of Notes in the amount specified, as the case may be, may determine
the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph
(a) of this Section.


 


SECTION 9.3 PERSONS ENTITLED TO VOTE AT MEETINGS.


 


To be entitled to vote at any meeting of Holders
of Notes, a Person shall be (a) a Holder of one or more outstanding Notes, or (b) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more outstanding Notes by such Holder or Holders. The only Persons who shall be entitled
to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the Issuer and its counsel.


 


SECTION 9.4 QUORUM; ACTION.


 


The Persons entitled to vote a majority in principal
amount of the outstanding Notes shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for
any such meeting, the meeting shall, if convened at the request of Holders of Notes, be dissolved. In any other case, the meeting
may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 9.2(a) hereof, except that such notice need be
given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened.


 


At a meeting or an adjourned meeting duly reconvened
and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by the proviso to Section 8.2
hereof) shall be effectively passed and decided if passed or decided by the Persons entitled to vote not less than a majority in
principal amount of outstanding Notes represented and voting at such meeting.


 






    	 	43	 



     


    

 


Any resolution passed or decisions taken at
any meeting of Holders of Notes duly held in accordance with this Section 9.4 shall be binding on all the Holders of Notes, whether
or not present or represented at the meeting.


 


SECTION 9.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETINGS.


 


(a) Notwithstanding any other provisions
of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Notes
in regard to proof of the holding of Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Notes shall be proved in the manner specified in Section 9.3 hereof and the appointment of any proxy shall be proved
in the manner specified in Section 9.3 hereof. Such regulations may provide that written instruments appointing proxies, regular
on their face, may be presumed valid and genuine without the proof specified in Section 9.3 hereof or other proof.


 


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


 


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


 


(d) Any meeting of Holders of Notes duly
called pursuant to Section 9.2 hereof at which a quorum (as prescribed in Section 9.4) is present may be adjourned from time to
time by Persons entitled to vote a majority in principal amount of the outstanding Notes represented at the meeting, and the meeting
may be held as so adjourned without further notice.


 


SECTION 9.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS.


 


The vote upon any resolution submitted to any
meeting of Holders of Notes shall be by written ballots on which shall be subscribed the signatures of the Holders of Notes or
of their representatives by proxy and the principal amounts and serial numbers of the outstanding Notes held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate
of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of


 






    	 	44	 



     


    

 


each meeting of Holders of Notes shall be prepared by the secretary
of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was given as provided in Section 9.2 hereof and, if applicable, Section 9.4 hereof. Each copy shall
be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered
to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.


 


ARTICLE X

COVENANTS


 


SECTION 10.1 PAYMENT OF NOTES.


 


(a) The Issuer shall pay all amounts due
with respect to the Notes on the dates and in the manner provided in this Indenture and the Notes. All such amounts shall be considered
paid on the date due if the Paying Agent holds (or, if the Issuer is acting as Paying Agent, if the Issuer has segregated and holds
in trust in accordance with Section 2.4) on that date money sufficient to pay the amount then due with respect to the Notes.


 


(b) The Issuer shall pay interest on any
overdue amount (including, to the extent permitted by applicable law, overdue interest) at the rate borne by the Notes.


 


SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY.


 


(a) The Issuer will maintain in the Borough
of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-Registrar) where Notes may be surrendered for registration of transfer or exchange or conversion and where notices
and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency (other than a change in the location
of the office of the Trustee). If at any time the Issuer shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.


 


(b) The Issuer may also from time to time
designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner
relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such
purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.


 


SECTION 10.3 REPORTS.


 


(a) The Issuer will comply with the provisions
of TIA Section 314(a).


 






    	 	45	 



     


    

 


(b) The Issuer and the Company (at its own
expense) will deliver to the Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual
reports and of the information, documents and other financial reports, if any, which the Issuer or the Company may be required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or which the Issuer or the Company furnishes to its shareholders
or stockholders. In the event the Issuer or the Company, as the case may be, is at any time no longer subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Issuer or the Company, as the case may be, shall continue to provide
the Trustee with such quarterly and annual reports and other financial reports, if any, which the Issuer or the Company, as the
case may be, furnishes to its shareholders or stockholders. Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Issuer’s and the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on the Officers’ Certificate
of the Issuer and the Company).


 


SECTION 10.4 COMPLIANCE CERTIFICATE.


 


The Issuer and the Company shall deliver to
the Trustee within 120 days after the end of each fiscal year (beginning with the fiscal year ending on March 31, 2012) of the
Issuer an Officers’ Certificate of the Issuer and the Company stating whether or not the signers know of any Default or Event
of Default by the Issuer or the Company in performing any of its obligations under this Indenture or the Notes. If they do know
of any such Default or Event of Default, the Officers’ Certificate shall describe the Default or Event of Default and its
status.


 


SECTION 10.5 STAY, EXTENSION AND USURY LAWS.


 


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


 


SECTION 10.6 CORPORATE EXISTENCE.


 


Subject to Article VII, the Issuer and the Company
will do or cause to be done all things necessary to preserve and keep in full force and effect their respective corporate existence
and the corporate existence of each of their respective subsidiaries in accordance with the respective organizational documents
of each subsidiary and the rights (charter and statutory), licenses and franchises of the Issuer and the Company, as the case may
be, and their respective subsidiaries; provided, however, that the Issuer and the Company shall not be required to preserve any
such right, license or franchise, or the corporate existence of any subsidiary, if in the judgment of their respective Board of
Directors (i) such preservation or existence is not material to the conduct of business of the Issuer and the Company, respectively
and (ii) the loss of such right, license or


 






    	 	46	 



     


    

 


franchise or the dissolution of such subsidiary does not have a
material adverse impact on the Holders.


 


SECTION 10.7 NOTICE OF DEFAULT.


 


In the event that any Default or Event of Default
shall occur, the Issuer will give prompt written notice of such Default or Event of Default to the Trustee.


 


ARTICLE XI

MAKE WHOLE PREMIUM


 


SECTION 11.1 MAKE WHOLE PREMIUM.


 


(a) Upon the occurrence of a Change in Control,
unless the Acquiror in such Change in Control is a Public Entity or is a direct or indirect subsidiary of a Public Entity and the
Issuer indicates in the notice required to be sent to Holders pursuant to Section 11.2(c) hereof that it elects to provide for
the Notes to be convertible into common shares of the Public Entity, the Issuer will pay, on the Designated Event Repurchase Date,
the Make Whole Premium, if any, to Holders that convert their Notes pursuant to Section 14.1 hereof at any time after the date
of the Issuer Notice required pursuant to Section 13.4 hereof but on or before the close of business on the Business Day immediately
preceding the Designated Event Repurchase Date.


 


(b) The Make Whole Premium shall be equal
to an additional number of Common Shares calculated in accordance with Section 11.1(c) hereof. The Make Whole Premium will be in
addition to, and not in substitution for, any cash, securities, or other assets otherwise due to Holders of Notes upon conversion
or repurchase.


 


(c) The “Make Whole Premium”
shall be equal to (x) the principal amount of the Notes to be converted divided by $1,000
and multiplied by the applicable number of CommonClass
A Shares determined pursuant to the table below (the “Make Whole Table”) plus
(y) the principal amount of the Notes to be converted
divided by $1,000 and multiplied by the applicable number of Class B Shares determined pursuant to the Make Whole Table, in each
case based on the applicable Share Price and the applicable
Effective Date:


 






    	 	47	 



     


    

 


MAKE WHOLE PREMIUM UPON CHANGE IN CONTROL

(NUMBER OF ADDITIONAL COMMON SHARES)


 


EFFECTIVE DATE


 





 



 


 Class A Shares 














 





	 	SHARE	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
        SHARE

        PRICE ON

        EFFECTIVE

        DATE

         
	
         

         
	
        1/11/2012

         
	
         

         
	
        1/11/2013

         
	
         

         
	
        1/11/2014

         
	
         

         
	
        1/11/2015

         
	
         

         
	
        1/11/2016

         
	
         

         
	
        1/11/2017

         
	
         

         

	 	
        8.81

        EFFECTIVE
	
         

         
	
        18.2643

         
	
         

         
	
        18.2643

         
	
         

         
	
        18.2643

         
	
         

         
	
        18.2643

         
	
         

         
	
        18.2643

         
	
         

         
	
        18.2643

         
	
         

         

	 	DATE	 	1/11/2012	 	1/11/2013	 	1/11/2014	 	1/11/2015	 	1/11/2016	 	1/11/2017	 
	 	
        10.00

         
	
         

         
	
        14.2280

         
	
         

         
	
        13.0717

         
	
         

         
	
        11.7040

         
	
         

         
	
        10.0730

         
	
         

         
	
        8.0373

         
	
         

         
	
        4.7619

         
	
         

         

	 	
        11.00

        8.57 
	
         

         
	
        11.8419

        8.8799 
	
         

         
	
        10.6336

        8.8799 
	
         

         
	
        9.1560

        8.8799 
	
         

         
	
        7.3040

        8.8799 
	
         

         
	
        4.7694

        8.8799 
	
         

         
	
        0.0000

        8.8799 
	
         

         

	 	
        12.00

        9.72 
	
         

         
	
        10.0507

        6.9175 
	
         

         
	
        8.8624

        6.3553 
	
         

         
	
        7.3890

        5.6904 
	
         

         
	
        5.5168

        4.8974 
	
         

         
	
        2.9355

        3.9077 
	
         

         
	
        0.0000

        2.3152 
	
         

         

	 	
        13.00

        10.70 
	
         

         
	
        8.6682

        5.7574 
	
         

         
	
        7.5382

        5.1700 
	
         

         
	
        6.1299

        4.4516 
	
         

         
	
        4.3422

        3.5511 
	
         

         
	
        1.9352

        2.3188 
	
         

         
	
        0.0000

        0 
	
         

         

	 	
        14.00

        11.67 
	
         

         
	
        7.5740

        4.8866 
	
         

         
	
        6.5207

        4.3088 
	
         

         
	
        5.2063

        3.5925 
	
         

         
	
        3.5498

        2.6822 
	
         

         
	
        1.3938

        1.4272 
	
         

         
	
        0.0000

        0 
	
         

         

	 	
        15.00

        12.64 
	
         

         
	
        6.6884

        4.2144 
	
         

         
	
        5.7186

        3.6650 
	
         

         
	
        4.5086

        2.9803 
	
         

         
	
        2.9973

        2.1111 
	
         

         
	
        1.0944

        0.9409 
	
         

         
	
        0.0000

        0 
	
         

         

	 	
        17.50

        13.61 
	
         

         
	
        5.0714

        3.6824 
	
         

         
	
        4.3038

        3.1703 
	
         

         
	
        3.3419

        2.5313 
	
         

         
	
        2.1655

        1.7259 
	
         

         
	
        0.7631

        0.6777 
	
         

         
	
        0.0000

        0 
	
         

         

	 	
        20.00

        14.59 
	
         

         
	
        3.9641

        3.2518 
	
         

         
	
        3.3618

        2.7803 
	
         

         
	
        2.6105

        2.1920 
	
         

         
	
        1.6941

        1.4573 
	
         

         
	
        0.6096

        0.5321 
	
         

         
	
        0.0000

        0 
	
         

         

	 	
        25.00

        17.02 
	
         

         
	
        2.5502

        2.4657 
	
         

         
	
        2.1725

        2.0925 
	
         

         
	
        1.7045

        1.6248 
	
         

         
	
        1.1291

        1.0528 
	
         

         
	
        0.4190

        0.3710 
	
         

         
	
        0.0000

        0 
	
         

         

	 	
        30.00

        19.45 
	
         

         
	
        1.6819

        1.9273 
	
         

         
	
        1.4433

        1.6345 
	
         

         
	
        1.1454

        1.2692 
	
         

         
	
        0.7726

        0.8237 
	
         

         
	
        0.2935

        0.2964 
	
         

         
	
        0.0000

        0 
	
         

         

	 	
        35.00

        24.31 
	
         

         
	
        1.1069

        1.2399 
	
         

         
	
        0.9547

        1.0562 
	
         

         
	
        0.7637

        0.8287 
	
         

         
	
        0.5225

        0.5490 
	
         

         
	
        0.2039

        0.2037 
	
         

         
	
        0.0000

        0 
	
         

         

	 	
        40.00

        29.17 
	
         

         
	
        0.7128

        0.8177 
	
         

         
	
        0.6157

        0.7017 
	
         

         
	
        0.4938

        0.5569 
	
         

         
	
        0.3404

        0.3756 
	
         

         
	
        0.1367

        0.1427 
	
         

         
	
        0.0000

        0 
	
         

         

	 	
        50.00

        34.03 
	
         

         
	
        0.2517

        0.5382 
	
         

         
	
        0.2139

        0.4642 
	
         

         
	
        0.1672

        0.3713 
	
         

         
	
        0.1111

        0.2540 
	
         

         
	
        0.0426

        0.0991 
	
         

         
	
        0.0000

        0 
	
         

         

	 	    38.90	 	    0.3466	 	    0.2993	 	    0.2401	 	    0.1655	 	    0.0665	 	0 	 
	 	    48.62	 	    0.1224	 	    0.1040	 	    0.0813	 	    0.0540	 	    0.0207	 	0 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 


   Class B Shares


	 	SHARE	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	PRICE ON	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	EFFECTIVE	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	DATE	 	1/11/2012	 	1/11/2013	 	1/11/2014	 	1/11/2015	 	1/11/2016	 	1/11/2017	 
	 	 	 	 
	 	                 8.57 	 	       8.8799 	 	       8.8799 	 	       8.8799 	 	       8.8799 	 	       8.8799 	 	       8.8799 	 
	 	                 9.72 	 	       6.9175 	 	       6.3553 	 	       5.6904 	 	       4.8974 	 	       3.9077 	 	       2.3152 	 
	 	               10.70 	 	       5.7574 	 	       5.1700 	 	       4.4516 	 	       3.5511 	 	       2.3188 	 	0 	 
	 	               11.67 	 	       4.8866 	 	       4.3088 	 	       3.5925 	 	       2.6822 	 	       1.4272 	 	0 	 
	 	               12.64 	 	       4.2144 	 	       3.6650 	 	       2.9803 	 	       2.1111 	 	       0.9409 	 	0 	 
	 	               13.61 	 	       3.6824 	 	       3.1703 	 	       2.5313 	 	       1.7259 	 	       0.6777 	 	0 	 
	 	               14.59 	 	       3.2518 	 	       2.7803 	 	       2.1920 	 	       1.4573 	 	       0.5321 	 	0 	 
	 	               17.02 	 	       2.4657 	 	       2.0925 	 	       1.6248 	 	       1.0528 	 	       0.3710 	 	0 	 
	 	               19.45 	 	       1.9273 	 	       1.6345 	 	       1.2692 	 	       0.8237 	 	       0.2964 	 	0 	 
	 	               24.31 	 	       1.2399 	 	       1.0562 	 	       0.8287 	 	       0.5490 	 	       0.2037 	 	0 	 
	 	               29.17 	 	       0.8177 	 	       0.7017 	 	       0.5569 	 	       0.3756 	 	       0.1427 	 	0 	 
	 	               34.03 	 	       0.5382 	 	       0.4642 	 	       0.3713 	 	       0.2540 	 	       0.0991 	 	0 	 
	 	               38.90 	 	       0.3466 	 	       0.2993 	 	       0.2401 	 	       0.1655 	 	       0.0665 	 	0 	 
	 	               48.62 	 	       0.1224 	 	       0.1040 	 	       0.0813 	 	       0.0540 	 	       0.0207 	 	0 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


(i) If the Share Price for
the applicable Class is between two share price amounts on the Make Whole Table or the Effective Date is between two
dates on the Make Whole Table, the Make Whole Premium will be determined by straight-line interpolation between Make Whole Premium
amounts set forth for the higher and lower share price amounts of such Class and the two
dates, as applicable, based on a 365-day year (or a 366-day year if the Effective Date occurs in a leap year).


 


(ii) If the Share Price is in
excess of $50.0048.62 for the applicable Class
(subject to adjustment as described in Section 11.3, the “Share Price Cap”), the Make Whole Premium of
such Class shall be equal to zero Common Shares.


 


(iii) If the Share Price is less
than $8.818.57 for that Class (subject
to adjustment as described in Section 11.3, the “Share Price Threshold”), the Make Whole Premium of
such Class shall be equal to zero Common Shares.


 


(iv) In no event shall the Class
A Shares issuable upon conversion per $1,000 principal amount of Notes converted pursuant to Article XIV hereof be in
excess of 113.50239 Common Shares (57.85153 Class
A Shares, or the Class B Shares issuable upon conversion per $1,000 principal amount of Notes converted pursuant to Article XIV
hereof be in excess of 57.85153 Class B Shares (in each case, subject to adjustment as described in Section 11.3, the
“Conversion Shares Cap”).


 






    	 	48	 



     


    

 


(v) For purposes of this Section
11.1(c), the following terms shall have the respective meanings indicated:


 


(1) “Effective Date”
means the date that a Change in Control becomes effective.


 


(2) “Share Price” means
the price paid per Class A Share of Commonor
Class B Share, as applicable, in the transaction constituting the Change in
Control, determined as follows:


 


(A) if holders of Common Shares of
the applicable Class receive only cash in the transaction constituting the Change in Control, the Share Price shall
equal the cash amount paid per share of Common Share
of such Class; and


 


(B) in all other cases, the Share
Price of the applicable Class shall equal the average Closing Price of a Common Share of
such Class over the five Trading Day period ending on the Trading Day immediately preceding the Effective Date.


 


(d) The Issuer shall pay the Make Whole Premium
in cash, Common Shares of the applicable Class, or a combination of cash and Common Shares
of the applicable Class(es) pursuant to Section 14.14 hereof; provided, however, that any
payment of the Make Whole Premium in cash shall be valued at the Share Price calculated in accordance with Section 11.1(c) hereof.


 


(e) On or prior to the Designated Event Repurchase
Date, the Issuer shall deposit with the Paying Agent a number or an amount of Common Shares of the
applicable Class(es), and cash, if any, sufficient to pay the Make Whole Premium with respect to all the Notes to be
repurchased on such date and all the Notes converted in connection with such Change in Control; provided that if such payment is
made on the Designated Event Repurchase Date, it must be received by the Paying Agent by 11:00 a.m., New York City time, on such
date.


 


SECTION 11.2 ISSUER’S OPTION TO PROVIDE FOR CONVERSION INTO
SHARES OF ACQUIROR IN LIEU OF MAKE WHOLE PREMIUM.


 


(a) If a Change in Control occurs that would
otherwise trigger the obligation of the Issuer to pay the Make Whole Premium pursuant to Section 11.1 hereof and the Acquiror is
a Public Entity or is a direct or indirect subsidiary of a Public Entity, the Issuer may elect to provide for the Notes to be convertible
into common shares of such Public Entity in lieu of paying the Make Whole Premium. The Issuer may elect to provide for the conversion
of the Notes into common shares of such Public Entity (and thus to be under no obligation to pay the Make Whole Premium) so long
as:


 


(i) the common shares of the
Public Entity into which the Notes will be convertible are, subject to notification of issuance, listed on the principal United
States securities exchange on which the issued and outstanding common shares of the Public Entity are listed or, if not so listed,
on the NASDAQ National Market;


 


(ii) the common shares of the
Public Entity are registered under the Exchange Act; and


 






    	 	49	 



     


    

 


(iii) the common shares of the
Public Entity into which the Notes will be convertible are registered under the Securities Act and any necessary qualification
or registration under applicable state securities laws have been made (subject to the availability of any exemption from such qualification
and registration requirements).


 


(b) If the conditions contained in clauses
(i) through (iii) of Section 11.2(a) are not satisfied on or prior to the effectiveness of the Change in Control, the Issuer shall
pay the Make Whole Premium in connection with the Change in Control to electing Holders as described under Article XIII and Section
14.1 hereof.


 


(c) The Issuer shall give to all Record Holders
and to the Trustee and the Paying Agent, in the manner provided in Section 16.2 hereof on or before the 10th day after the Issuer
has become aware of a Change in Control, a notice indicating Issuer’s intent to either pay the Make Whole Premium or to provide
for the Notes to be convertible into common shares of the Public Entity. Such notice shall be in the same form as required under
Section 13.4 hereof and shall include the amount and basis of calculation of the Make Whole Premium.


 


SECTION 11.3 ADJUSTMENTS RELATING TO MAKE WHOLE PREMIUM.


 


Each time that thea
Conversion Rate is adjusted by the Issuer pursuant to Section 14.4 hereof, (A) the applicable
Share Price Threshold, the Share Price Cap and each of the share prices set forth in the left hand column of the applicable
Make Whole Table shall be adjusted (rounded to the nearest cent) by multiplying each such amount by a fraction, the numerator of
which is the applicable Conversion Rate immediately prior to such adjustment and the denominator
of which is the applicable Conversion Rate as so adjusted, and (B) the applicable
Conversion Shares Cap and each of the share amounts set forth in the body of the applicable
Make Whole Table shall be adjusted (rounded to the nearest one-one hundredth of a share) in the same manner as the applicable
Conversion Rate is adjusted pursuant to Section 14.4 hereof.


 


ARTICLE XII

[RESERVED]


 


ARTICLE XIII

REPURCHASE OF NOTES


 


SECTION 13.1 [RESERVED]


 


SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED
EVENT.


 


(a) In the event that a Designated Event
shall occur at any time prior to the Maturity Date, then each Holder shall have the right (the “Designated Event Repurchase
Right”), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer
shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof
or the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless
the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples
of $1,000 in excess thereof), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is
not less than 20 nor more than 30 Business Days


 






    	 	50	 



     


    

 


after the date of the Issuer Notice (as defined in Section 13.4)
at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to,
but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that
installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall
be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions
of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash.


 


(b) To exercise a Designated Event Repurchase
Right, a Holder shall deliver to the Issuer or its designated agent (i) prior to the close of business on the Designated Event
Repurchase Date specified in the Issuer Notice, 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 Notes to be repurchased (and, if any Note 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, subject to Section 2.16 hereof) and a statement
that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase
Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed
for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures).
The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes
to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date.


 


(c) The Paying Agent shall promptly notify the
Issuer of the receipt by it of a Designated Event Repurchase Notice.


 


(d) Any repurchase by the Issuer contemplated
pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the
consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date.


 


SECTION 13.3 [RESERVED]


 


SECTION 13.4 NOTICE OF OPTIONAL REPURCHASE TO BE PROVIDED BY THE
ISSUER.


 


(a) On or before the 10th day after the Issuer
becomes aware of the occurrence of a Designated Event, the Issuer shall give to all Holders of Notes and to the Trustee, in the
manner provided in Section 16.2, notice (the “Issuer Notice”) of the occurrence of the Designated Event and of the
Designated Event Repurchase Right set forth herein arising as a result thereof.


 


(b) Each Issuer Notice shall state:


 


(i) the Designated Event Repurchase
Date,


 






    	 	51	 



     


    

 


(ii) the date by which the Designated
Event Repurchase Right must be exercised,


 


(iii) whether the Designated Event
is a Termination of Trading, Change in Management or a Change in Control,


 


(iv) the Designated Event Repurchase
Price,


 


(v) if the Designated Event is a Change
in Control and the Acquiror is a Public Entity or is a direct or indirect subsidiary of a Public Entity, whether the Issuer elects
to pay the Make Whole Premium, as provided in Section 11.2 hereof,


 


(vi) if the Designated Event is a
Change in Control and the Issuer must, or in the case of a Change in Control in which the Acquiror is a Public Entity or is a direct
or indirect subsidiary of a Public Entity, elects, to pay the Make Whole Premium, the proportion of the Make Whole Premium to be
paid in cash and Common Shares pursuant to Section 14.14 hereof,


 


(vii) a description of the procedure
that a Holder must follow to exercise a Designated Event Repurchase Right, and the place or places where such Notes are to be surrendered
for payment of the Designated Event Repurchase Price,


 


(viii) that on the Designated Event
Repurchase Date the Designated Event Repurchase Price will become due and payable upon each such Note designated by the Holder
to be repurchased, and that interest thereon will cease to accrue on and after such date,


 


(ix) the Conversion RateRates
then in effect and the place or places where such Notes may be surrendered for conversion, and


 


(x) the place or places that the Note
certificate with the election of Holder to require repurchase as specified in form of Global Note shall be delivered.


 


(c) No failure of the Issuer 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 Notes.


 


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


 


SECTION 13.5 NOTICE OF WITHDRAWAL.


 


A Holder may withdraw any Repurchase Notice by
delivering a written notice of withdrawal to the Paying Agent prior to the close of business on the Repurchase Date (“Withdrawal
Notice”). The Withdrawal Notice must state:


 


(a) the principal amount of the withdrawn Notes;


 






    	 	52	 



     


    

 


(b) if certificated Notes have been issued, the
certificate number of the withdrawn Notes (or, if the Notes are not certificated, the Withdrawal Notice must comply with appropriate
Depositary procedures); and


 


(c) the principal amount, if any, which remains
subject to the Repurchase Notice.


 


SECTION 13.6 PAYMENT OF THE REPURCHASE PRICE.


 


(a) Payment of the Repurchase Price for a Note
for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of such
Note, together with necessary endorsements, to the Paying Agent at the Corporate Trust Office, at any time after delivery of the
Repurchase Notice. The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Repurchase Price for the Note
on the Trading Day immediately following the Repurchase Date.


 


(b) If the Paying Agent holds money sufficient
to pay the Repurchase Price of the Notes on the Trading Day immediately following the Repurchase Date, then, on and after the Trading
Day immediately following the Repurchase Date:


 


(i) the Notes will cease to be outstanding;


 


(ii) interest will cease to accrue
in respect of any date from and after the Repurchase Date; and


 


(iii) all other rights of the Holder
will terminate, other than the right to receive the Repurchase Price upon delivery of the Notes.


 


(c) This will be the case whether or not book-entry
transfer to the Notes has been made or the Notes have been delivered to the Paying Agent. Installments of interest that mature
on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes registered as such at the close of business
on the relevant Regular Record Date.


 


ARTICLE XIV

CONVERSION OF NOTES


 


SECTION 14.1 CONVERSION RIGHT AND CONVERSION PRICEPRICES.


 


(a) Subject to and upon compliance with the provisions
of this Article, at the option of the Holder thereof, any outstanding Note or any portion of the principal amount thereof which
is $1,000 or an integral multiple of $1,000 may be converted into duly authorized, fully paid and nonassessable Common Shares,
at the Conversion RateRates, determined
as hereinafter provided, in effect at the time of conversion and subject to adjustment, as described below. Such conversion right
shall expire at the close of business on the Business Day immediately preceding the Maturity Date unless the Notes or a portion
thereof have been previously called for repurchase. A Note for which a Holder has delivered a Repurchase Notice pursuant to Article
XIII hereof may be surrendered for conversion only if such notice is withdrawn in accordance with Article XIII hereof.


 






    	 	53	 



     


    

 


(b) The rate at which Common Shares shall be delivered
upon conversion (the “Conversion Rate”) shall be
initially, as of the 2016 Reclassification Date, equal to 95.23809
Common48.9716 Class A Shares per $1,000 principal amount of Notes
(the “Class A Conversion Rate”) and 48.9716 Class B Shares per $1,000 principal
amount of Notes (the “Class B Conversion Rate”; each of the Class B Conversion Rate
and the Class A Conversion Rate, a “Conversion Rate”). The conversion price of the Notes (theshall
be, as of the 2016 Reclassification Date, equal to $10.21 per Class A Share (the “Class A Conversion Price”) and $10.21
per Class B Share (the “Class B Conversion Price”; each of the Class B Conversion Price and the Class A Conversion
Price, a “Conversion Price”) shall be initially equal to $10.50 per Common
Share. The Conversion RateRates
and the Conversion PricePrices shall be
adjusted in certain instances as provided in Section 14.4 hereof.


 


(c) In case a Note or portion thereof is called
for repurchase, such conversion right in respect of the Note or the portion so called, shall expire at the close of business on
the Business Day immediately preceding a Repurchase Date, unless the Issuer defaults in making the payment due upon repurchase.
In the case of a Change in Control for which the Holder exercises its Designated Event Repurchase Right with respect to a Note
or portion thereof, such conversion right in respect of the Note or portion thereof shall expire at the close of business on the
Business Day immediately preceding the Designated Event Repurchase Date.


 


(d) Notwithstanding anything contained in this
Article XIV, any conversion of the Notes held by a resident of Canada will be subject to the availability of a prospectus exemption
under applicable Canadian securities laws until such time as a final receipt has been issued for a Canadian prospectus qualifying
the distribution of the underlying Common Shares.


 


SECTION 14.2 EXERCISE OF CONVERSION RIGHT.


 


In order to exercise the conversion right with
respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction
form for conversion pursuant to the Depositary’s book-entry conversion program; deliver, or cause to be delivered, by book-entry
delivery an interest in such Global Note; furnish appropriate endorsements and transfer documents if required by the Issuer or
the Trustee or Conversion Agent; and pay the funds, if any, required by this Section 14.2 and any transfer taxes if required pursuant
to Section 14.8.


 


In order to exercise the conversion right with
respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose
in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile
of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with
such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 14.2. Such notice shall also
state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Shares which
shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant
to Section 14.8.


 


Except to the extent that the Issuer has irrevocably
elected to make a cash payment of principal upon conversion pursuant to Section 14.14(b), the Issuer may, in lieu of delivery of
Common Shares in satisfaction of the Issuer’s obligation upon conversion of the Notes by any Holder, elect to deliver cash
or a combination of cash and Common Shares pursuant to Section 14.14.


 


If the Issuer elects to settle in Common Shares
only pursuant to Section 14.14, as promptly as practicable after satisfaction of the requirements for conversion set forth above,


 






    	 	54	 



     


    

 


subject to compliance with any restrictions on transfer if shares
issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Note
or Notes (or portion thereof) so converted), the Issuer shall cause the Company to issue and shall deliver to such Holder at the
office or agency maintained by the Issuer for such purpose pursuant to Section 10.2, (i) a certificate or certificates for the
number of full shares of Common Shares issuable upon the conversion of such Note or portion thereof as determined by the Issuer
in accordance with the provisions of Section 14.14 and (ii) cash or a check in respect of any fractional interest in respect of
a share of Common Shares arising upon such conversion, calculated by the Issuer as provided in Section 14.3. If the Issuer elects
to settle in cash or a combination of cash and Common Shares pursuant to Section 14.14, the cash and, if applicable, a certificate
or certificates for the number of full shares of Common Shares into which the Notes are converted (and cash in lieu of fractional
shares) will be delivered to the Holder after satisfaction of the requirements for conversion set forth above, in accordance with
Section 14.14. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject
to Section 2.2, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered,
without charge to the Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted
portion of the surrendered Note.


 


Each conversion shall be deemed to have been effected
as to any such Note (or portion thereof) on the date on which the requirements set forth above in this Section 14.2 have been satisfied
as to such Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates
for shares of Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the holder of record
of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of the Issuer shall
be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes
on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion RateRates
in effect on the Conversion Date.


 


To the extent provided in Section 2.1, Notes surrendered
for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding
Interest Payment Date (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied
by payment in funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on
the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 14.8.
To the extent provided in Section 2.1, Notes (i) for which overdue interest, if any, exists at the time of conversion with respect
to such Notes or (ii) that are submitted for repurchase by the Holder in a Designated Event Repurchase Notice, and which are converted
prior to repurchase, shall not require such concurrent payment to the Issuer upon surrender for conversion, if such Holder’s
conversion right would terminate because of the repurchase between the Regular Record Date and the close of business on the second
Business Day following the next succeeding Interest Payment Date and if converted during the time period set forth in this sentence,
the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered
Notes.


 


 



    	 	55	 



     


    

 


Notes shall be deemed to have been converted immediately
prior to 5:00 P.M. Eastern Time on the day of surrender of such Notes for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive
the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares
at such time. As promptly as practicable on or after the Conversion Date, the Issuer shall cause to be issued and delivered to
such Conversion Agent a certificate or certificates for the number of full Common Shares issuable upon conversion, together with
payment in lieu of any fraction of a share as provided in Section 14.3 hereof.


 


Upon the conversion of an interest in a Global
Note, the Conversion Agent, or the Trustee, as custodian for the Depositary, at the direction of the Conversion Agent, shall make
a notation on such Global Note as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee
in writing of any conversions of Notes effected through any Conversion Agent.


 


Except for accrued and unpaid interest payable
through a Regular Record Date with respect to a Note converted after such Regular Record Date but prior to the corresponding Interest
Payment Date, upon the conversion of a Note, a Holder will not receive any cash payment of accrued and unpaid interest. Accrued
and unpaid interest is deemed to be paid in full with the Common Shares (together with the cash payment, if any in lieu of fractional
shares) rather than cancelled, extinguished or forfeited.


 


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


 


The Issuer hereby initially appoints the Trustee
as Conversion Agent.


 


SECTION 14.3 FRACTIONS OF SHARES.


 


No fractional Common Shares shall be issued upon
conversion of any Note or Notes. If more than one Note shall be surrendered for conversion at one time by the same Holder, the
number of full shares which shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount
of the Notes (or specified portions thereof) so surrendered. Instead of any fractional Common Shares which would otherwise be issued
upon conversion of any Note or Notes (or specified portions thereof), the Issuer shall pay a cash adjustment in respect of such
fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction of the Closing Price of the Common
Shares as of the Trading Day preceding the date of conversion.


 


SECTION 14.4 ADJUSTMENT OF CONVERSION RATERATES.


 


Each time that thea
Conversion Price is adjusted by the Issuer pursuant to this Section 14.4, the applicable
Conversion Rate shall be adjusted (rounded to the nearest one-ten thousandth) by multiplying the applicable
Conversion Rate by a fraction, the numerator of which is the applicable Conversion


 



    	 	56	 



     


    

 


Price immediately prior to such adjustment and the denominator of
which is the applicable Conversion Price as so adjusted.


 


The Conversion PricePrices
shall be subject to adjustments, calculated by the Issuer, from time to time as follows:


 


(a) In case the Company shall hereafter pay a
dividend or make a distribution to all holders of any Class of the outstanding Common Shares
in Common Shares, the applicable Conversion Price in effect at the opening of business
on the date following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution
shall be reduced by multiplying such applicable Conversion Price by a fraction:


 


(i) the numerator of which shall be
the number of Common Shares (or Class of Common Shares), as applicable, outstanding at
the close of business on the Record Date (as defined in Section 14.4(g)) fixed for such determination, and


 


(ii) the denominator of which shall
be the sum of such number of Common Shares (or Class of Common
Shares) and the total number of shares constituting such dividend or other distribution.


 


Such reduction shall become effective immediately
after the opening of business on the day following the Record Date. If any dividend or distribution of the type described in this
Section 14.4(a) is declared but not so paid or made, the applicable Conversion Price shall
again be adjusted to the applicable Conversion Price which would then be in effect if such
dividend or distribution had not been declared. 


 


(b) In case any Class
of the outstanding Common Shares shall be subdivided into a greater number of Common Shares
of such Class, the applicable Conversion Price in effect at the opening of business
on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in
case outstanding Common Shares of any Class shall be combined into a smaller number of
Common Shares of such Class, the applicable Conversion
Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be
proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision or combination becomes effective.


 


(c) In case the Company shall issue rights or
warrants (other than any rights or warrants referred to in Section 14.4(d)) to all holders of any
Class of its outstanding Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible
into Common Shares) at a price per share (or having a conversion price per share) less than the applicable
Current Market Price (as defined in Section 14.4(g)) on the Record Date fixed for the determination of shareholders entitled to
receive such rights or warrants, the applicable Conversion Price shall be adjusted so that
the same shall equal the price determined by multiplying the applicable Conversion Price
in effect at the opening of business on the date after such Record Date by a fraction:


 


(i) the numerator of which shall be
the number of Common Shares (or Class of Common Shares), as applicable, outstanding at
the close of business on the Record Date plus the number of shares which the aggregate offering price of the total number of shares
so offered for subscription or


 






    	 	57	 



     


    

 


purchase (or the aggregate conversion price of the convertible
securities so offered) would purchase at such Current Market Price, and


 


(ii) the denominator of which shall
be the number of Common Shares (or Class of Common Shares), as applicable, outstanding
on the close of business on the Record Date plus the total number of additional Common Shares so offered for subscription or purchase
(or into which the convertible securities so offered are convertible).


 


Such adjustment shall become effective immediately
after the opening of business on the day following the Record Date fixed for determination of shareholders entitled to receive
such rights or warrants. To the extent that Common Shares of the applicable Class (or securities
convertible into Common Shares of such Class) are not delivered pursuant to such rights
or warrants, upon the expiration or termination of such rights or warrants the applicable
Conversion Price shall be readjusted to the applicable Conversion Price which would then
be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only
the number of Common Shares of the applicable Class (or securities convertible into Common
Shares of such Class) actually delivered. In the event that such rights or warrants are
not so issued, the applicable Conversion Price shall again be adjusted to be the applicable
Conversion Price which would then be in effect if such date fixed for the determination of shareholders entitled to receive such
rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase
Common Shares at less than such Current Market Price, and in determining the aggregate offering price of such Common Shares, there
shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than
cash, to be determined by the Board of Directors of the Issuer.


 


(d) In case the Company shall, by dividend or
otherwise, distribute to all holders of any Class of its Common Shares any class of Capital
Shares of the Company (other than any dividends or distributions to which Section 14.4(a) applies) or evidences of its indebtedness
or other assets, including securities, but excluding (1) any rights or warrants referred to in Section 14.4(c), (2) any stock,
securities or other property or assets (including cash) distributed as dividends or distributions in connection with a reclassification,
change, merger, combination, sale, conveyance, consolidation or statutory share exchange to which Section 14.11 hereof applies
and (3) any dividends or distributions paid exclusively in cash, (the securities described in foregoing are hereinafter in this
Section 14.4(d) called the “securities”), then, in each such case, subject to the second paragraph of this Section
14.4(d), the applicable Conversion Price shall be reduced so that the same shall be equal
to the price determined by multiplying the applicable Conversion Price in effect immediately
prior to the close of business on the Record Date (as defined in Section 14.4(g)) with respect to such distribution by a fraction:


 


(i) the numerator of which shall be
the applicable Current Market Price (determined as provided in Section 14.4(g)) on such
date less the fair market value (as determined by the Board of Directors of the Issuer, whose determination shall be conclusive
and set forth in a Board Resolution of the Issuer) on such date of the portion of the securities so distributed applicable to one
Common Share of the applicable Class (determined on the basis of the number of Common Shares
of the applicable Class outstanding on the Record Date), and


 


(ii) the denominator of which shall
be such Current Market Price.


 






    	 	58	 



     


    

 


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


 


If the Board of Directors of the Issuer determines
the fair market value of any distribution for purposes of this Section 14.4(d) by reference to the actual or when issued trading
market for any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over
the same period (the “Reference Period”) used in computing the applicable Current
Market Price pursuant to Section 14.4(g) to the extent possible, unless the Board of Directors of the Issuer in a Board Resolution
determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of
the Holder. For purposes of any calculation under this Section 14.4(d) in which the distribution consists of Capital Shares of
one or more of the Company’s Subsidiaries or other business units, if such Capital Shares are listed or quoted on the New
York Stock Exchange or other national or regional exchange or market and Closing Prices are available during the relevant calculation
period, the fair market value of such Capital Shares so listed or quoted shall be the average of the daily Closing Prices per share
or unit of such Capital Shares for the ten consecutive Trading Days commencing on and including the fifth Trading Day after the
“ex” date (as defined in Section 14.4(g) hereof) with respect to the distribution requiring such computation.


 


Rights or warrants distributed by the Company
to all holders of any Class of Common Shares entitling the holders thereof to subscribe
for or purchase the Company’s Capital Shares (either initially or under certain circumstances), which rights or warrants,
until the occurrence of a specified event or events (a “Trigger Event”):


 


(1) are deemed to be transferred with
such Common Shares;


 


(2) are not exercisable; and


 


(3) are also issued in respect of future
issuances of Common Shares of such Class,


 


shall be deemed not to have been distributed for purposes of this
Section 14.4(d) (and no adjustment to the applicable Conversion Price under this Section
14.4(d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent
events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences
of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase
any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance
and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without
exercise by the holder thereof). In addition, in the event of any


 






    	 	59	 



     


    

 


distribution (or deemed distribution) of rights or warrants, or
any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment
to the applicable Conversion Price under this Section 14.4(d):


 


(1) in the case of any such rights or
warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the applicable
Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event,
as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a
holder of Common Shares of such Class with respect to such rights or warrant (assuming
such holder had retained such rights or warrants), made to all holders of Common Shares of such Class
as of the date of such redemption or repurchase, and


 


(2) in the case of such rights or warrants
all of which shall have expired or been terminated without exercise, the applicable Conversion
Price shall be readjusted as if such rights and warrants had never been issued.


 


For purposes of this Section 14.4(d) and Sections
14.4(a), 14.4(b) and 14.4(c), any dividend or distribution to which this Section 14.4(d) is applicable that also includes Common
Shares, a subdivision or combination of Common Shares of any Class to which Section 14.4(c)
applies, or rights or warrants to subscribe for or purchase Common Shares of any Class
to which Section 14.4(c) applies (or any combination thereof), shall be deemed instead to be:


 


(1) a dividend or distribution of the
evidences of indebtedness, assets, shares of capital stock, rights or warrants other than such Common Shares, such subdivision
or combination or such rights or warrants to which Sections 14.4(a), 14.4(b) and 14.4(c) apply, respectively (and any applicable
Conversion Price reduction required by this Section 14.4(d) with respect to such dividend or distribution shall then be made),
immediately followed by


 


(2) a dividend or distribution of such
Common Shares, such subdivision or combination or such rights or warrants (and any further Conversion Price reduction required
by Sections 14.4(a), 14.4(b) and 14.4(c) with respect to such dividend or distribution shall then be made), except:


 


(A) the Record Date of such dividend or
distribution shall be substituted as (x) “the date fixed for the determination of shareholders entitled to receive such dividend
or other distribution,” “Record Date fixed for such determinations” and “Record Date” within the
meaning of Section 14.4(a), (y) “the day upon which such subdivision becomes effective” and “the day upon which
such combination becomes effective” within the meaning of Section 14.4(b), and (z) as “the date fixed for the determination
of shareholders entitled to receive such rights or warrants,” “the Record Date fixed for the determination of the shareholders
entitled to receive such rights or warrants” and such “Record Date” within the meaning of Section 14.4(c), and


 






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(B) any Common Shares included in
such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination”
within the meaning of Section 14.4(a) and any reduction or increase in the number of Common Shares resulting from such subdivision
or combination shall be disregarded in connection with such dividend or distribution.


 


(e) In case the Company shall, by dividend
or otherwise, distribute to all holders of any Class of its Common Shares cash (excluding
any cash that is distributed upon a reclassification, change, merger, combination, sale, conveyance, consolidation or statutory
share exchange to which Section 14.11 hereof applies or as part of a distribution referred to in Section 14.4(d) hereof), then
and in each such case, immediately after the close of business on the Record Date of such distribution, the applicable
Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the applicable
Conversion Price in effect immediately prior to the close of business on such Record Date by a fraction:


 


(i) the numerator of which shall
be equal to the applicable Current Market Price on such Record Date less the full amount
of such distribution, in each case, applicable to one Common Share of such Class, and


 


(ii) the denominator of which
shall be equal to the applicable Current Market Price on the Record Date.


 


However, as determined by the Board of Directors
of the Issuer, whose determination shall be conclusive and set forth in a Board Resolution of the Issuer, the Issuer may in lieu
of the foregoing adjustment, make adequate provision so that each Holder shall have the right to receive upon conversion of a Note
(or any portion thereof) the amount of cash such Holder would have received had such Holder converted such Note (or portion thereof)
immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the applicable
Conversion Price shall again be adjusted to be the applicable Conversion Price which would
then be in effect if such dividend or distribution had not been declared.


 


(f) In case a tender or exchange offer made
by the Company or any of its subsidiaries to all holders of any Class of its Common Shares
for all or any portion of such Class of the Common Shares shall expire and such tender
or exchange offer (as amended upon the expiration thereof) shall require the payment to shareholders (based on the acceptance (up
to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares (as defined below)) of an aggregate
consideration having a fair market value (as determined by the Board of Directors of the Issuer, whose determination shall be conclusive
and set forth in a Board Resolution of the Issuer), as of the expiration of such tender or exchange offer that exceeds the applicable
Current Market Price (determined as provided in Section 14.4(g)) as of the last time (the “Expiration Time”) tenders
or exchanges could have been made pursuant to such tender or exchange offer (as it may be amended) times the number of Common Shares
of the applicable Class outstanding (including any tendered or exchanged shares) on the
Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration
Time, the applicable Conversion Price shall be adjusted so that the same shall equal the
price determined by multiplying the applicable Conversion


 






    	 	61	 



     


    

 


Price in effect immediately prior to close of business on the date
of the Expiration Time by a fraction:


 


(i) the numerator of which shall
be the number of Common Shares of the applicable Class outstanding (including any Purchased
Shares) at the Expiration Time multiplied by the applicable Current Market Price of the
Common Shares on the Trading Day next succeeding the Expiration Time, and


 


(ii) the denominator shall be
the sum of (x) the fair market value (determined by the Board of Directors of the Issuer, whose determination shall be conclusive
and set forth in a Board Resolution of the Issuer) of the aggregate consideration payable to shareholders based on the acceptance
(up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not
withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased
Shares”) and (y) the product of the number of Common Shares of the applicable Class
outstanding (less any Purchased Shares) as of the Expiration Time and the applicable Current
Market Price of the Common Shares on the Trading Day next succeeding the Expiration Time.


 


Such reduction (if any) shall become effective
immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated
to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from
effecting any such purchases or all such purchases are rescinded, the applicable Conversion
Price shall again be adjusted to be the applicable Conversion Price which would then be
in effect if such tender or exchange offer had not been made. If the application of this Section 14.4(f) to any tender or exchange
offer would result in an increase in the applicable Conversion Price, no adjustment shall
be made for such tender or exchange offer under this Section 14.4(f).


 


(g) For purposes of this Section 14.4, the
following terms shall have the meanings indicated:


 


(1) “Current Market Price”
shall mean the average of the daily Closing Prices per Common Share of the applicable Class
for the ten consecutive Trading Days ending on the earlier of the date of determination and the day before the “ex”
date (as defined below) with respect to the distribution requiring such computation; provided, however, that for purposes of any
calculation under Section 14.4(d) in which the distribution consists of Capital Shares of one or more of the Company’s Subsidiaries
or other business units, the Current Market Price shall mean the average of the daily Closing Prices per Common Share of
the applicable Class for the ten consecutive Trading Days commencing on and including the fifth Trading Day after the
“ex” date with respect to the distribution requiring such computation. For purposes of this definition, “ex”
date shall mean:


 


(A) with respect to any issuance
or distribution, means the first date on which the applicable Common Shares trade regular
way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such
issuance or distribution;


 






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(B) with respect to any subdivision
or combination of any Class of Common Shares, means the first date on which the applicable
Common Shares trade regular way on such exchange or in such market after the time at which such subdivision or combination becomes
effective, and


 


(C) with respect to any tender or
exchange offer, means the first date on which the applicable Common Shares trade regular
way on such exchange or in such market after the Expiration Time of such offer.


 


Notwithstanding the foregoing, whenever successive
adjustments to thea Conversion Price are
called for pursuant to this Section 14.4, such adjustments shall be made to the Current Market Price as may be necessary or appropriate
to effectuate the intent of this Section 14.4 and to avoid unjust or inequitable results as determined in good faith by the Board
of Directors of the Issuer.


 


(2) “fair market value”
shall mean the amount which a willing buyer would pay a willing seller in an arm’s length transaction; provided, however,
that for purposes of any calculation under Section 14.4(d) hereof in which the distribution consists of Capital Shares of one or
more of the Company’s Subsidiaries or other business units, if such Capital Shares are listed or quoted on the New York Stock
Exchange or other national or regional exchange or market and Closing Prices are available during the relevant calculation period,
the fair market value of such Capital Shares so listed or quoted shall be the average of the daily Closing Prices per share or
unit of such Capital Shares for the ten consecutive Trading Days commencing on and including the fifth Trading Day after the “ex”
date (as defined in this Section 14.4(g)) with respect to the distribution requiring such computation.


 


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


 


(h) The Issuer may make such reductions in
thea Conversion Price, in addition to
those required by Sections 14.4(a), (b), (c), (d), (e) or (f), as the Board of Directors of the Issuer considers to be advisable
to avoid or diminish any income tax to holders of Common Shares or rights to purchase Common Shares resulting from any dividend
or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.


 


To the extent permitted by applicable law, the
Issuer from time to time may reduce thea
Conversion Price by any amount for any period of time if the period is at least 20 days and the reduction is irrevocable during
the period and the Board of Directors of the Issuer determines in good faith that such reduction would be in the best interests
of the Issuer, which determination shall be conclusive and set forth in a Board Resolution of the Issuer. Whenever thea
Conversion Price is reduced pursuant to the preceding sentence, the Issuer shall mail to the


 






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Trustee and each Holder at the address of such Holder as it appears
in the Register a notice of the reduction at least 15 days prior to the date the reduced Conversion Price takes effect, and such
notice shall state the reduced Conversion Price and the period during which it will be in effect.


 


Notwithstanding the foregoing, any action taken
under the two immediately preceding paragraphs shall be subject to approval of the New York Stock Exchange (or other applicable
regulatory approval).


 


Adjustment to thea
Conversion Price is not necessary if Holders may participate in the transactions otherwise giving rise to an adjustment on a basis
and with notice that the Board of Directors of the Issuer determines to be fair and appropriate. Such participation is subject
to acceptance by the New York Stock Exchange. In cases where the fair market value of the portion of assets, debt securities or
rights, warrants or options to purchase securities of the Company applicable to one Common Share of
the applicable Class distributed to shareholders exceeds the average sale price per Common Share
of such Class, or the average sale price per share of options on Common Shares of such
Class so distributed by less than $1.00, rather than being entitled to an adjustment in thea
Conversion Price, a Holder, upon conversion of a Note, will be entitled to receive (in addition to the Common Shares into which
such Note is convertible) the kind and amounts of assets, debt securities or rights, options or warrants comprising the distribution
that such Holder would have received if such Holder had converted such Note immediately prior to the record date for determining
the shareholders entitled to receive such distribution.


 


(i) No adjustment in thea
Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided,
however, that any adjustments which by reason of this Section 14.4(i) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this Article XIV shall be made by the Issuer and shall
be made to the nearest cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. No adjustment need be made
for a change in the par value or no par value of any Class of the Common Shares.


 


(j) In any case in which this Section 14.4
provides that an adjustment shall become effective immediately after a Record Date for an event, the Issuer may defer until the
occurrence of such event (i) issuing to the Holder of any Note converted after such Record Date and before the occurrence of such
event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event over and above
the Common Shares issuable upon such conversion before giving effect to such adjustment and (ii) paying to such holder any amount
in cash in lieu of any fraction pursuant to Section 14.3 hereof.


 


(k) For purposes of this Section 14.4, the
number of Common Shares 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 Common Shares. The Company will not pay any dividend
or make any distribution on Common Shares held in the treasury of the Company.


 


(l) If the distribution date for the rights
provided in the Company’s rights agreement, if any, occurs prior to the date a Note is converted, (i) the Holder of the Note
who converts such Note after the distribution date is entitled to receive the rights that would otherwise


 






    	 	64	 



     


    

 


be attached (but for the date of conversion) to the Common Shares
received upon such conversion and (ii) no adjustment shall be made to thea
Conversion Price pursuant to clause 14.4(b).


 


SECTION 14.5 NOTICE OF ADJUSTMENTS OF CONVERSION PRICE.


 


Whenever thea
Conversion Price is adjusted as herein provided (other than in the case of an adjustment pursuant to the second paragraph of Section
14.4(h) for which the notice required by such paragraph has been provided), the Issuer shall promptly file with the Trustee and
any Conversion Agent an Officers’ Certificate of the Issuer setting forth the adjusted Conversion Price and showing in reasonable
detail the facts upon which such adjustment is based; provided that the Trustee shall have no duty or obligation to verify the
accuracy of the adjusted Conversion Price. Promptly after delivery of such Issuer Officers’ Certificate, the Issuer shall
prepare a notice stating that thea Conversion
Price has been adjusted and setting forth the adjusted Conversion Price and the date on which each adjustment becomes effective,
and shall mail such notice to each Holder at the address of such Holder as it appears in the Register within 20 days of the effective
date of such adjustment. Failure to deliver such notice shall not effect the legality or validity of any such adjustment.


 


SECTION 14.6 NOTICE PRIOR TO CERTAIN ACTIONS.


 


In case at any time after the date hereof:


 


(1) the Company shall declare a
dividend (or any other distribution) on any Class of its Common Shares payable otherwise
than in cash out of its capital surplus or its consolidated retained earnings;


 


(2) the Company shall authorize
the granting to the holders of its Common Shares of rights or warrants to subscribe for or purchase any shares of capital stock
of any class (or of securities convertible into shares of capital stock of any class) or of any other rights;


 


(3) there shall occur any reclassification
of any Class of the Common Shares of the Company (other than a subdivision or combination
of any Class of its outstanding Common Shares, a change in par value, a change from par
value to no par value or a change from no par value to par value), or any merger, consolidation, statutory share exchange or combination
to which the Company is a party and for which approval of any shareholders of the Company is required, or the sale, transfer or
conveyance of all or substantially all of the assets of the Company; or


 


(4) there shall occur the voluntary
or involuntary dissolution, liquidation or winding up of the Company;


 


the Issuer shall cause to be filed at each office or agency maintained
for the purpose of conversion of securities pursuant to Section 10.2 hereof, and shall cause to be provided to the Trustee and
all Holders in accordance with Section 16.2 hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2) above)
prior to the applicable record or effective date hereinafter specified, a notice stating:


 






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(A) the date on which a record is
to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as
of which the holders of Common Shares of record to be entitled to such dividend, distribution, rights or warrants are to be determined,
or


 


(B) the date on which such reclassification,
merger, consolidation, statutory share exchange, combination, sale, transfer, conveyance, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that holders of Common Shares of record shall be entitled
to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, merger, consolidation,
statutory share exchange, sale, transfer, dissolution, liquidation or winding up.


 


Neither the failure to give such notice nor any
defect therein shall affect the legality or validity of the proceedings or actions described in clauses (1) through (4) of this
Section 14.6.


 


SECTION 14.7 COMPANY TO RESERVE COMMON SHARES; INTERCOMPANY AGREEMENT.


 


(a) The Company shall at all times use its
best efforts to reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Shares, for
the purpose of effecting the conversion of Notes, the full number of fully paid and nonassessable Common Shares of
each Class then issuable upon the conversion of all outstanding Notes.


 


(b) The Issuer and the Company will have
agreed to contribute the Common Shares issuable upon conversion of the Notes pursuant to this Article XIV to the Issuer by the
date hereof.


 


SECTION 14.8 TAXES ON CONVERSIONS.


 


Except as provided in the next sentence, the Issuer
will pay any and all taxes (other than taxes on income) and duties that may be payable in respect of the issue or delivery of Common
Shares on conversion of Notes pursuant hereto. A Holder delivering a Note for conversion shall be liable for and will be required
to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Common Shares in a
name other than that of the Holder of the Note or Notes to be converted, and no such issue or delivery shall be made unless the
Person requesting such issue has paid to the Issuer the amount of any such tax or duty, or has established to the satisfaction
of the Issuer that such tax or duty has been paid.


 


SECTION 14.9 COVENANT AS TO COMMON SHARES.


 


The Issuer and the Company, jointly and severally,
covenant that all Common Shares which may be issued upon conversion of Notes will upon issue be fully paid and nonassessable and,
except as provided in Section 14.8, the Issuer will pay all taxes, liens and charges with respect to the issue thereof.


 






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SECTION 14.10 CANCELLATION OF CONVERTED NOTES.


 


All Notes delivered for conversion shall be delivered
to the Trustee to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 2.11.


 


SECTION 14.11 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER
OR SALE.


 


If any of following events occur, namely:


 


(i) any reclassification or change
of any Class of the outstanding Common Shares (including a compulsory share exchange but
other than changes resulting from a subdivision or combination), as a result of which holders of such
Common Shares shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof)
with respect to or in exchange for such Common Shares,


 


(ii) any merger, consolidation,
statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Shares of
any Class shall be entitled to receive stock, securities or other property or assets (including cash or any combination
thereof) with respect to or in exchange for such Common Shares or


 


(iii) any sale or conveyance
of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common
Shares of any Class shall be entitled to receive stock, securities or other property or
assets (including cash or any combination thereof) with respect to or in exchange for such Common Shares,


 


then the Issuer and the Company or the successor or purchasing corporation,
as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the
date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that each
Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash
or any combination thereof) which the Holder thereof would have been entitled to receive upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance had such Notes been converted into Common Shares immediately
prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming
such holder of Common Shares did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other
property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided that, if the kind or
amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance
is not the same for each Common Share in respect of which such rights of election shall not have been exercised (“Non-Electing
Share”), then for the purposes of this Section 14.11 the kind and amount of securities, cash or other property receivable
upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be
the kind and amount so receivable per share by a plurality of the Non-Electing Shares). The Trustee shall be given an Opinion of
Counsel of the Issuer and the Company as to whether any such supplemental indenture is required to and does comply with the


 






    	 	67	 



     


    

 


TIA. Such supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XIV. If, in the case of any
such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other
securities and assets receivable thereupon by a holder of Common Shares includes shares of stock or other securities and assets
of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed
by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as
the Boards of Directors of the Issuer and the Company shall reasonably consider necessary by reason of the foregoing, including
to the extent practicable the provisions providing for the repurchase rights set forth in Article XIII hereof.


 


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


 


The above provisions of this Section 14.11 shall
similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances.


 


If this Section 14.11 applies to any event or
occurrence, Section 14.4 hereof shall not apply.


 


SECTION 14.12 RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.


 


The Trustee, subject to the provisions of Section
6.1 hereof, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine
whether any facts exist which may require any adjustment of thea
Conversion Price, or with respect to the nature or intent of any such adjustments when made, or with respect to the method employed,
or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, subject to the provisions
of Section 6.1 hereof, nor any Conversion Agent shall be accountable with respect to the validity or value (of the kind or amount)
of any Common Shares, or of any other securities or property, which may at any time be issued or delivered upon the conversion
of any Note; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions
of Section 6.1 hereof, nor any Conversion Agent shall be responsible for any failure of the Issuer or the Company to make any cash
payment or to issue, transfer or deliver any shares or share certificates or other securities or property upon the surrender of
any Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 6.1 hereof, and any Conversion Agent
shall not be responsible or liable for any failure of the Issuer or the Company to comply with any of the covenants of the Issuer
or the Company contained in this Article XIV. Neither the Trustee nor the Conversion Agent shall have any obligation to make any
calculations hereunder.


 






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SECTION 14.13 LIMITATION ON CONVERSION RIGHT.


 


Notwithstanding anything to the contrary in this
Article, any Holder of a Note shall not have the right to convert any Note to the extent that, after giving effect to such conversion,
the Holder (together with the Holder’s affiliates), as set forth on the applicable conversion notice, would beneficially
own in excess of 9.99% of the number of CommonClass
A Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the
number of CommonClass A Shares beneficially
owned by the Holder and its affiliates shall include the number of CommonClass
A Shares issuable upon conversion of the Note with respect to which the determination of such sentence is being made,
but shall exclude the number of CommonClass A
Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Note beneficially owned by the
Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities
of the Issuer or the Company (including, without limitation, any other Notes) subject to a limitation on conversion or exercise
analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates. Except as set forth in
the preceding sentence, for purposes of this Section 14.13, beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act. For purposes of this Section 14.13, in determining the number of outstanding CommonClass
A Shares, the Holder may rely on the number of outstanding CommonClass
A Shares as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form
10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any subsequent notice by the Issuer, the
Company or the Company’s transfer agent setting forth the number of CommonClass
A Shares outstanding. Upon the written or oral request of the Holder, the Company shall promptly confirm in writing
to the Holder the number of CommonClass A
Shares then outstanding. In any case, the number of outstanding CommonClass
A Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including
the Note, by the Holder or its affiliates since the date as of which such number of outstanding CommonClass
A Shares was reported. Neither the Trustee nor the Conversion Agent shall be responsible for monitoring compliance with
this Section 14.13 and, absent written direction from the Issuer or Company to the contrary, may assume that any Conversion Notice
complies with this restriction.


 


SECTION 14.14 OPTION TO SATISFY CONVERSION OBLIGATION WITH CASH,
COMMON SHARES OR A COMBINATION THEREOF


 


(a) Except to the extent that the Issuer
has irrevocably elected to make a cash payment of principal upon conversion pursuant to Section 14.14(b), the Issuer may, in lieu
of delivery of Common Shares in satisfaction of the Issuer’s obligation upon conversion of the Notes by any Holder, elect
to deliver cash or a combination of cash and Common Shares. The Issuer shall notify such Holder through the Trustee of the method
the Issuer chooses to satisfy its obligation upon conversion, including the Make Whole Premium, if any, (the “Conversion
Obligation”), (i) 26 Trading Days immediately preceding the Maturity Date in respect of Notes to be converted during the
period beginning 25 Trading Days immediately preceding the Maturity Date and ending one Trading Day immediately preceding the Maturity
Date, and (ii) no later than two Trading Days immediately following the Conversion Date in all other cases (such period, the “Settlement
Notice Period”). If the Issuer elects to satisfy any portion of its Conversion Obligation in cash, the Issuer shall specify
in such notice the amount to be satisfied in cash either as a percentage of the Conversion Obligation or as a fixed dollar amount.
The


 






    	 	69	 



     


    

 


Issuer shall treat all holders converting on the same Trading Day
in the same manner. The Issuer shall not have any obligation to satisfy Conversion Obligations arising on different Trading Days
in the same manner.


 


Except to the extent the Issuer has irrevocably
elected to make a cash payment of principal upon conversion, if the Issuer elects to satisfy any portion of its conversion obligation
in cash (other than cash in lieu of fractional shares), such Holder may retract its Conversion Notice at any time during the two
Trading Day period beginning on the Trading Day after the Issuer has notified the Trustee of its method of settlement (the “Conversion
Retraction Period”). A Holder cannot retract its Conversion Notice if: (a) the Issuer elected to make a cash payment of principal
upon conversion before such Holder delivered its Conversion Notice; (b) such Holder is converting its Notes during the period beginning
25 Trading Days preceding the Maturity Date and ending one Trading Day preceding the Maturity Date; or (c) the Issuer does not
elect to satisfy any portion of its conversion obligation in cash (other than cash in lieu of fractional shares).


 


With respect to each Holder that exercises its
conversion right in accordance with this Indenture, if such Holder’s Conversion Notice has not been retracted, assuming all
of the other requirements have been satisfied by such Holder, then settlement (a) in Common Shares only shall occur as soon as
practicable after the Issuer notifies the Trustee that settlement shall be in Common Shares only, and (b) in cash or in a combination
of cash and Common Shares shall occur on the second Trading Day following the final Trading Day of the Cash Settlement Averaging
Period. Such day will be the 26th Trading Day following the receipt by the Issuer of a Holder’s Conversion Notice (if such
Holder does not retract its Conversion Notice and assuming all other conversion requirements have been satisfied), unless conversion
is:


 


(i) during the period beginning
25 Trading Days preceding the Maturity Date and ending one Trading Day preceding the Maturity Date, in which case such day will
be the Maturity Date (whether or not the Issuer has irrevocably elected to make a cash payment of principal upon conversion); or


 


(ii) after the Issuer has irrevocably
elected to make a cash payment of principal upon conversion, in which case such day will be the 22nd Trading Day following the
receipt by the Issuer of such Holder’s Conversion Notice; provided, however, that if the Issuer has irrevocably elected to
make a cash payment of principal upon conversion and conversion is during the period beginning 25 Trading Days preceding the Maturity
Date and ending one Trading Day preceding the Maturity Date, such day will be the Maturity Date.


 


The settlement amount will be computed as follows:


 


(i) if the Issuer elects to satisfy
the entire Conversion Obligation in Common Shares, the Issuer will deliver to such holder a number of shares of Common(x)
Class A Shares equal to (1) the aggregate principal amount of the Notes to be converted divided by 1,000, multiplied
by (2) the Class A Conversion Rate in effect on the Conversion Date (plus cash in lieu of fractional
shares calculated as provided in Section 14.3) and (y) Class B Shares equal to (1) the aggregate
principal amount of the Notes to be converted divided by 1,000, multiplied by (2) the Class
B Conversion Rate in effect on the Conversion Date (plus cash in lieu of fractional shares calculated as provided in
Section 14.3);






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(ii) if the Issuer elects to
satisfy the entire Conversion Obligation in cash, the Issuer will deliver to such Holder cash in an amount equal to the sum of
the Daily Cash Amounts for each day during the Cash Settlement Averaging Period.


 


The “Daily Cash Amount” means, for
each day during the Cash Settlement Averaging Period, the productsum
of:


(x) the product of:


 


(1) a number equal to (A) the aggregate
principal amount of notes to be converted divided by 1,000 and multiplied by (B) the Class A
Conversion Rate in effect on the Conversion Date;


 


(2) the Applicable Daily Share
Price; and


 


(3) 5%.


 


Plus


(y) the product of:


(1) a number equal
to (A) the aggregate principal amount of notes to be converted divided by 1,000 and multiplied by (B) the Class B Conversion Rate
in effect on the Conversion Date;


 


(2) the Applicable
Daily Share Price; and


 


(3) 5%.


 


(iii) If the Issuer elects to
satisfy the Conversion Obligation in a combination of cash and common shares, it will deliver to the Holder:


 


(1) cash in an amount equal to
(A) the fixed dollar amount per $1,000 principal amount of Notes (which fixed dollar amount will be specified in the notice regarding
the chosen method of settlement) multiplied by the quotient of the aggregate principal amount of Notes to be converted divided
by 1,000, or (B) the sum of the products, for each day during the Cash Settlement Averaging Period, of the percentage of the Conversion
Obligation to be settled in cash (which percentage will be specified in the notice regarding the chosen method of settlement) multiplied
by the Daily Cash Amount for such day that would be paid pursuant to clause (ii) above, as the case may be (the “Cash Amount”);
and


 


(2) a number of
Class A Shares equal to (A) (I) the aggregate principal amount of Notes to be converted divided by 1,000 and multiplied by (II)
the Class A Conversion Rate in effect on the Conversion Date, minus (B), if the Cash Amount is determined pursuant to clause (A)
in the immediately preceding subsection (1), the sum of the results, for each day during the Cash Settlement Averaging Period,
of the Cash Amount multiplied by 5% and divided by the Applicable Daily Share Price, or minus (C) if the Cash Amount is determined
pursuant to clause (B) in the immediately preceding subsection (1), the sum of the results, for each day during the Cash Settlement
Averaging Period, of the percentage of the Conversion Obligation to be settled in cash (which percentage will be specified in the
notice regarding the chosen method of settlement) multiplied by the Daily Cash Amount and divided by the Applicable Daily Share
Price; and


 


(23)
a number of CommonClass B Shares equal
to (A) (I) the aggregate principal amount of Notes to be converted divided by 1,000 and multiplied by (II) the Class
B Conversion Rate in effect on the Conversion Date, minus (B), if the Cash Amount is determined pursuant to clause (A)
in the immediately preceding subsection (1), the sum of the results, for each day during the Cash Settlement Averaging Period,
of the Cash Amount multiplied by 5% and divided by the Applicable Daily Share Price, or minus (C) if the Cash Amount is determined
pursuant to clause (B) in the immediately preceding subsection (1), the sum of the results, for each day during the Cash Settlement
Averaging Period, of the percentage of the Conversion Obligation to be settled in cash (which percentage will be specified in the
notice regarding the chosen method of settlement) multiplied by the Daily Cash Amount and divided by the Applicable Daily Share
Price.


 


The “Applicable Daily Share Price”
means, for any Trading Day, the Closing Price of a CommonClass
A Share or Class B Share, as applicable, on such Trading Day.


 


The “Cash Settlement Averaging Period”
means the 20 Trading Day period:


 


(i) ending on the second Trading
Day preceding the Maturity Date, with respect to Conversion Notices received during the period beginning 25 Trading Days preceding
the Maturity Date and ending one Trading Day preceding the Maturity Date


 






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(whether or not the Issuer has irrevocably elected to
make a cash payment of principal upon conversion);


 


(ii) beginning on the second
Trading Day following the receipt by the Issuer of a Holder’s Conversion Notice, if the Issuer has irrevocably elected to
make a cash payment of principal upon conversion; provided, however, that if the Issuer has irrevocably elected to make a cash
payment of principal upon conversion and such Holder submit its Conversion Notice during the period beginning 25 Trading Days preceding
the Maturity Date and ending one Trading Day preceding the Maturity Date, the Cash Settlement Averaging Period shall end on the
second Trading Day preceding the Maturity Date; and


 


(iii) beginning on the second
Trading Day following the final Trading Day of the Conversion Retraction Period, in all other cases.


 


(b) Notwithstanding anything to the contrary
in this Indenture, at any time on or prior to the 26th Trading Day preceding the Maturity Date, the Issuer may irrevocably elect,
in its sole discretion without the consent of the Holders of the Notes, by written notice to the Trustee and the Holders of the
Notes, to satisfy in cash the Conversion Obligation with respect to the principal amount of Notes to be converted after the date
of such election, with any remaining amount of the Conversion Obligation to be satisfied in cash and/or Common Shares. If the Issuer
makes such election, the Issuer will notify the Trustee and the Holders of Notes at their addresses shown in the Register of the
Registrar. The settlement amount will be computed as follows:


 


(i) a cash amount equal to the
aggregate principal amount of Notes to be converted; and


 


(ii) (1) if the Issuer elects
to satisfy any remaining amount in Common Shares, the Issuer will deliver to the Holder a number of Common
Shares equal to:


 


(x) Class
A Shares equal to (A) the aggregate principal amount of the Notes to be converted divided by 1,000, and multiplied
by


 


(B) (1) the Class
A Conversion Rate in effect on the Conversion Date minus (2) $1,000 divided by the sum of the Applicable Daily Share Prices for
each day during the Cash Settlement Averaging Period multiplied by 5% plus cash in lieu of fractional shares calculated as provided
in Section 14.3,


Plus


 


(y) Class
B Shares equal to (A) the aggregate principal amount of the Notes to
be converted divided by 1,000, and multiplied by


 


(B) (1) the Class
B Conversion Rate in effect on the Conversion Date minus (2) $1,000 divided by the sum of the Applicable Daily Share
Prices for each day during the Cash Settlement Averaging Period multiplied by 5% plus cash in lieu of fractional shares calculated
as provided in Section 14.3,


 


 


(2) if the Issuer elects to satisfy
any remaining amount in cash, the Issuer will deliver to the Holder cash in an amount equal to (A) the sum of the Daily Cash Amounts
for each day during the Cash Settlement Averaging Period, minus (B) $1,000 divided by the sum of the Applicable Daily Share Prices
for each day during the Cash Settlement Averaging Period multiplied by 5%, and


 


(3) if the Issuer elects to satisfy
any remaining amount in a combination of cash and Common Shares, it will deliver to the Holder such combination in the respective
amounts calculated in a manner comparable to that used to settle any


 






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conversion (as described above), and with the amount of
cash specified by the Issuer as contemplated in connection with any such conversion.


 


ARTICLE XV

SUBORDINATION OF NOTES


 


SECTION 15.1 NOTES SUBORDINATED TO SENIOR DEBT.


 


Notwithstanding any other provision of this Indenture,
the Issuer, the Company and the Trustee each covenants and agrees, and each Holder, by its acceptance of a Note, likewise covenants
and agrees, that all Notes shall be issued subject to the provisions of this Article XV and each Person holding any Note, whether
upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the Notes, and all payments in respect
thereof including any payments on account of the Make Whole Premium, shall, to the extent set forth in this Article XV, be subordinated
in right of payment to the prior payment in full, in cash or cash equivalents, of all amounts that constitute Senior Debt, including,
without limitation, the Issuer’s obligations under the Senior Bank Facilities.


 


The Notes will be on parity in the right of payment
with the Issuer’s other existing and future liabilities that are not otherwise subordinated in favor of the notes.


 


The Notes will be senior in the right of payment
to all other indebtedness of the Issuer that by its terms is expressly subordinate to the Notes.


 


SECTION 15.2 NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES.


 


(a) No direct or indirect payment on account
of the Notes or on account of the purchase or other acquisition of Notes by or on behalf of the Issuer shall be made if, at the
time of such payment, there shall have occurred and be continuing a default in the payment of principal of (or premium, if any)
or interest on Senior Debt (including without limitation upon acceleration of the maturity thereof) when due (a “Senior Payment
Default”).


 


(b) In addition, if any default (other than
a Senior Payment Default) with respect to any Senior Debt permitting, or which with the giving of notice of lapse of time (or both)
would permit, the holders thereof (or a trustee on behalf thereof) to accelerate the maturity thereof (a “Senior Non-monetary
Default”) has occurred and is continuing and the Issuer and the Trustee have received written notice thereof from the agent
bank for any Credit Facility Debt or from an authorized person on behalf of Designated Senior Debt, then the Issuer may not make
any payments on account of the Notes or on account of the purchase or other acquisition of Notes or on account of the purchase
or other acquisition Notes for a period (a “Payment Blockage Period”) commencing on the date the Issuer and the Trustee
receive such written notice and ending on the earlier of (i) 179 days after such date or on the date on which the Trustee receives
notice from the agent bank for the Credit Facility Debt or from any authorized person on behalf of any Designated Senior Debt,
as applicable, rescinding such notice and (ii) the date, if any, on which the Senior Debt to which such default relates is discharged
or such default is waived or otherwise cured provided that no other default then exists except, in each case, any acceleration
of the Senior Debt.


 






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(c) Not more than one Payment Blockage Period
pursuant to Section 15.2(b) or 15.2(c) may be commenced with respect to the Notes during any period of 360 consecutive days; provided
that, subject to the limitations set forth in the next sentence, the commencement of a Payment Blockage Period by the representatives
for, or the holders of, Designated Senior Debt, other than under the Credit Facility Debt, shall not bar the commencement of another
Payment Blockage Period by the agent bank for the Credit Facility Debt within such period of 360 consecutive days. Notwithstanding
anything in this Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage
Period is in effect. For all purposes of Section 15.2(b) or 15.2(c), no event of default that existed or was continuing (it being
acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event
of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement
of any Payment Blockage Period with respect to the Designated Senior Debt or Credit Facility Debt initiating such Payment Blockage
Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the representative for,
or the holders of, such Designated Senior Debt or Credit Facility Debt, whether or not within a period of 360 consecutive days,
unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days.


 


SECTION 15.3 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.


 


(a) Upon any payment or distribution of assets
or securities of the Issuer to creditors of any kind or character, whether in cash, property or securities, in connection with
any dissolution or winding up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary,
or in a bankruptcy, insolvency, receivership or other proceedings, the holders of Senior Debt will first be entitled to receive
payment in full in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or
not allowed in such proceeding) before the Holders are entitled to receive any payment of principal of (and premium, if any) or
interest on the notes or on account of the purchase or other acquisition of the Notes by the Issuer or any of its subsidiaries.
In the event that notwithstanding the foregoing, the Trustee or the Holder of any Note receives any payment or distribution of
the Issuer’s assets of any kind or character (excluding shares of Issuer’s common stock or securities provided for
in a plan reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same
extent as the Notes are so subordinated) before all the Senior Debt is paid in full, then such payment or distribution will be
required to be paid over or delivered forthwith to the trustee in bankruptcy or other Person making payment or distribution of
our assets for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay the Senior Debt in
full.


 


(b) To the extent any payment of Senior Debt
of the Issuer (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise)
is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar
Person, the Senior Debt of the Issuer or part thereof originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred.


 






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To the extent the obligation to repay any Senior Debt of the Issuer
is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance
or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come
due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt
of the Issuer for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred.


 


(c) In the event that, notwithstanding the
foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer
of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when
such payment or distribution is prohibited by Section 15.3(a) and before all obligations in respect of Senior Debt of the Issuer
are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit
of, and shall be paid over or delivered to, the holders of Senior Debt of the Issuer (pro rata to such holders on the basis of
the respective amounts of Senior Debt of the Issuer held by such holders) or their representatives or to the trustee or trustees
under any indenture pursuant to which any such Senior Debt of the Issuer may have been issued, as their respective interests appear,
for application to the payment of Senior Debt of the Issuer remaining unpaid until all such Senior Debt of the Issuer has been
paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to
or for the holders of such Senior Debt of the Issuer.


 


(d) The consolidation of the Issuer with,
or the merger of the Issuer with or into, another Person or the liquidation or dissolution of the Issuer following the sale, conveyance,
transfer, lease or other disposition of all or substantially all of its property and assets to another Person upon the terms and
conditions provided in Article VII hereof shall not be deemed a dissolution, winding up, liquidation or reorganization for the
purposes of this Section 15.3 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer,
lease or other disposition, comply (to the extent required) with the conditions stated in Article VII hereof.


 


SECTION 15.4 SUBROGATION.


 


Upon the payment in full of all Senior Debt in
cash or cash equivalents, the Holders shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions
of cash, property or securities of the Issuer made on such Senior Debt until the principal of and interest on the Notes shall be
paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Debt of any
cash, property or securities to which the Holders or the Trustee on their behalf would be entitled except for the provisions of
this Article XV, and no payment pursuant to the provisions of this Article XV to the holders of Senior Debt by Holders or the Trustee
on their behalf shall, as between the Issuer, its creditors other than holders of Senior Debt, and the Holders, be deemed to be
a payment by the Issuer to or on account of the Senior Debt. It is understood that the provisions of this Article XV are intended
solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Debt, on
the other hand.


 






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SECTION 15.5 OBLIGATIONS OF THE ISSUER UNCONDITIONAL.


 


(a) Nothing contained in this Article XV
or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Issuer and the Holders, the obligation
of the Issuer, which is absolute and unconditional, to pay to the Holders the principal of and interest on the Notes as and when
the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of
the Holders and creditors of the Issuer other than the holders of the Senior Debt, nor shall anything herein or therein prevent
the Holders or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XV of the holders of the Senior Debt.


 


(b) Without limiting the generality of the
foregoing, nothing contained in this Article XV will restrict the right of the Trustee or the Holders to take any action to declare
the Notes to be due and payable prior to their maturity or to pursue any rights or remedies hereunder; provided, however, that
all Senior Debt then due and payable or thereafter declared to be due and payable shall first be paid in full, in cash or cash
equivalents, before the Holders or the Trustee are entitled to receive any direct or indirect payment from the Issuer under the
Notes.


 


SECTION 15.6 NOTICE TO TRUSTEE.


 


(a) The Issuer shall give prompt written
notice to the Trustee of any fact known to the Issuer that would prohibit the making of any payment to or by the Trustee in respect
of the Notes pursuant to the provisions of this Article XV. The Trustee shall not be charged with knowledge of the existence of
any Senior Payment Default or Senior Non-monetary Default with respect to any Senior Debt or of any other facts that would prohibit
the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing to that effect
signed by an Officer of the Issuer, or by a holder of Senior Debt or trustee or agent thereof; and prior to the receipt of any
such written notice, the Trustee shall, subject to this Article XV, be entitled to assume that no such facts exist; provided that,
if the Trustee shall not have received the notice provided for in this Section 15.6 at least two Business Days prior to the date
upon which, by the terms of this Indenture, any monies shall become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Note), then, notwithstanding anything herein to the contrary, the Trustee shall
have full power and authority to receive any monies from the Issuer and to apply the same to the purpose for which they were received,
and shall not be affected by any notice to the contrary that may be received by it on or after such prior date except for an acceleration
of the Notes prior to such application. Nothing contained in this Section 15.6 shall limit the right of the holders of Senior Debt
to recover payments as contemplated by this Article XV. The foregoing shall not apply if the paying agent is the Issuer. The Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of
any Senior Debt (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given
by a holder of such Senior Debt or a trustee or representative on behalf of any such holder.


 


(b) In the event that the Trustee determines
in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article XV, the Trustee may request such Person to


 






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furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under this Article XV and, if such evidence is not furnished
to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment.


 


SECTION 15.7 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.


 


Upon any payment or distribution of assets or
securities referred to in this Article XV, the Trustee and the Holders shall be entitled to rely upon any order or decree made
by any court of competent jurisdiction in which bankruptcy, dissolution, winding up, liquidation or reorganization proceedings
are pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making
such payment or distribution, delivered to the Trustee or to the Holders for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Debt and other indebtedness of the Issuer, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.


 


SECTION 15.8 TRUSTEE’S RELATION TO SENIOR DEBT.


 


(a) The Trustee and any paying agent shall
be entitled to all the rights set forth in this Article XV with respect to any Senior Debt that may at any time be held by it in
its individual or any other capacity to the same extent as any other holder of Senior Debt and nothing in this Indenture shall
deprive the Trustee or any paying agent of any of its rights as such holder.


 


(b) With respect to the holders of Senior
Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth
in this Article XV, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt (except
as provided in Section 15.2(b), Section 15.3(a) and Section 15.3(c)) and shall not be liable to any such holders if the Trustee
shall, in good faith, mistakenly pay over or distribute to the Holders of Notes or to the Company or to any other person cash,
property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article XV or otherwise.


 


SECTION 15.9 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS
OF THE ISSUER OR HOLDERS OF SENIOR DEBT.


 


No right of any present or future holders of any
Senior Debt to enforce subordination as provided in this Article XV will at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance
by the Issuer with the terms of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise
be charged with. The provisions of this Article XV are intended to be for the benefit of, and shall be enforceable directly by,
the holders of Senior Debt.


 






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SECTION 15.10 HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE THE SUBORDINATION
OF THE NOTES.


 


Each Holder, by such Holder’s acceptance
of any Notes, authorizes and expressly directs the Trustee on such Holder’s behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article XV, and appoints the Trustee such Holder’s attorney-in-fact
for such purposes, including, in the event of any dissolution, winding up, liquidation or reorganization of the Issuer (whether
in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors
or otherwise) tending towards liquidation of the property and assets of the Issuer, the filing of a claim for the unpaid balance
of its Notes, if any, in the form required in those proceedings. If the Trustee does not file a proper claim or proof of indebtedness
in the form required in such proceeding at least 30 days before the expiration of the time to file such claim or claims, each holder
of Senior Debt is hereby authorized to file an appropriate claim for and on behalf of the Holders.


 


SECTION 15.11 NOT TO PREVENT EVENTS OF DEFAULT.


 


The failure to make a payment on account of principal
of or interest on the Notes by reason of any provision of this Article XV will not be construed as preventing the occurrence of
an Event of Default.


 


SECTION 15.12 TRUSTEE’S COMPENSATION NOT PREJUDICED.


 


Nothing in this Article XV will apply to amounts
due to the Trustee pursuant to other sections of this Indenture.


 


SECTION 15.13 NO WAIVER OF SUBORDINATION PROVISIONS.


 


Without in any way limiting the generality of
Section 15.9, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee
or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in
this Article XV or the obligations hereunder of the Holders to the holders of Senior Debt, do any one or more of the following:
(a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding or secured; (b) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person liable in any manner for the
collection of Senior Debt; and (d) exercise or refrain from exercising any rights against the Issuer and any other Person.


 


SECTION 15.14 PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.


 


Nothing contained in this Article XV or elsewhere
in this Indenture shall prevent (i) the Issuer, except under the conditions described in Section 15.2 or Section 15.3, from making
payments of principal of and interest on the Notes, or from depositing with the Trustee any money for such payments, or (ii) the
application by the Trustee of any money deposited with it for the purpose of making such payments of principal of and interest
on the Notes to the Holders


 






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entitled thereto unless, at least two Business Days prior to the
date upon which such payment becomes due and payable, the Trustee shall have received the written notice provided for in Section
15.2(b) (or there shall have been an acceleration of the Notes prior to such application) or in Section 15.6. The Issuer shall
give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer.


 


ARTICLE XVI

OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 16.1 TRUST INDENTURE ACT CONTROLS.


 


This Indenture is subject to the provisions of
the TIA which are required to be part of this Indenture, and shall, to the extent applicable, be governed by such provisions.


 


SECTION 16.2 NOTICES.


 


Any notice or communication to the Issuer and/or
the Company or the Trustee is duly given if in writing and delivered in person or mailed by first-class mail or by overnight delivery
service to the address set forth below:


 


(a) if to the Issuer and the Company:


 


Lions Gate Entertainment Corp.

1055 West Hastings Street, Suite 2200

Vancouver, British Columbia V6E 2E9


 


Lions Gate Entertainment Inc.

2700 Colorado Avenue, Suite 200

Santa Monica, CA 90404

Attention: Chief Financial Officer


 


with a copy to:


 


O’Melveny & Myers LLP

1999 Avenue of the Stars, 7th Floor

Los Angeles, CA 90067-6035

Attention: David J. Johnson, Jr., Esq.


 


(b) if to the Trustee:


 


The Bank of New York Mellon Trust Company, N.A.

700 South Flower Street, 5th Floor

Los Angeles, CA 90017

Attention: Corporate Unit


 


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


 






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


 


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


 


The Trustee agrees to accept and act upon instructions
or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic
methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written
instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such
originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions
or directions. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic
method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions
shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from
the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent
with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the
use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 


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


 


SECTION 16.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.


 


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


 


SECTION 16.4 ACTS OF HOLDERS OF NOTES.


 


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


 


(1) one or more instruments of
substantially similar tenor signed by such Holders in person or by agent or proxy duly appointed in writing;


 






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(2) the record of Holders of Notes
voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Notes duly called
and held in accordance with the provisions of Article IX; or


 


(3) a combination of such instruments
and any such record.


 


Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where
it is hereby expressly required, to the Issuer and the Company. Such instrument or instruments and record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act of Holders” of Notes signing such instrument
or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent
or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section
7.1 hereof) conclusive in favor of the Trustee and the Issuer and the Company if made in the manner provided in this Section. The
record of any meeting of Holders of Notes shall be proved in the manner provided in Section 9.6 hereof.


 


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


 


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


 


(d) Any request, demand, authorization, direction,
notice, consent, election, waiver or other Act of Holders of any Note shall bind every future Holder of the same Note and the Holder
of every Note 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, the Issuer or the Company in reliance thereon, whether or not notation of
such action is made upon such Note.


 


SECTION 16.5 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.


 


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an
officer of the Issuer and/or the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel of the
Issuer and/or the Company, as the case may be, unless such officer knows, or in the exercise of reasonable care should know, that
the Opinion of Counsel of the Issuer and/or the Company, as the case may be, with respect to the matters upon which such certificate
or opinion is based, is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate
or representations by, an officer or officers of the Issuer and/or the Company stating that the information with respect to such
factual matters is in the possession of the Issuer and/or the Company, unless such counsel knows, or in the exercise


 






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of reasonable care should know, that the certificate or representations
with respect to such matters are erroneous.


 


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


 


Upon any application or request by the Issuer
and the Company to the Trustee to take any action under any provision of this Indenture, the Issuer and the Company shall furnish
to the Trustee an Officers’ Certificate of the Issuer and the Company stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel of the Issuer and the Company
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.


 


SECTION 16.6 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.


 


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture shall include:


 


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


 


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


 


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


 


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


 


SECTION 16.7 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 16.8 SUCCESSORS AND ASSIGNS.


 


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


 






    	 	82	 



     


    

 


SECTION 16.9 SEPARABILITY CLAUSE.


 


In case any provision in this Indenture or the
Notes 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 16.10 BENEFITS OF INDENTURE.


 


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


 


SECTION 16.11 GOVERNING LAW.


 


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


 


SECTION 16.12 COUNTERPARTS.


 


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


 


SECTION 16.13 LEGAL HOLIDAYS.


 


In any case where any Interest Payment Date, Designated
Event Repurchase Date or stated maturity of any Note shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Notes) payment of interest or principal or premium, if any, need not be made at
such Place of Payment on such day, but may be made on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Designated Event Repurchase Date or at the stated maturity, provided, 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, Designated Event Repurchase Date or stated maturity, as the case may be.


 


SECTION 16.14 RECOURSE AGAINST OTHERS.


 


No recourse for the payment of the principal of
or premium, if any, or interest on any Note, or for any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer, the Company or of any their
respective successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance thereof and as part of the consideration for the issue thereof,
expressly waived and released.


 






    	 	83	 



     


    

 


SECTION 16.15 WAIVER OF JURY TRIAL.


 


EACH OF THE COMPANY, THE ISSUER AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 16.16 FORCE MAJEURE.


 


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


 






    	 	84	 



     


    

 


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


 





	 	LIONS GATE ENTERTAINMENT CORP.
	 	 	 
	 	By:	/s/ Wayne Levin
	 	 	Name: Wayne Levin
	 	 	Title: General Counsel, Secretary and Executive Vice

President, Corporate Operations
	 	 	 
	 	LIONS GATE ENTERTAINMENT INC.
	 	 	 
	 	By:	/s/ Wayne Levin
	 	 	Name: Wayne Levin
	 	 	Title: Vice President and General Counsel
	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	 	 	 
	 	By:	/s/ Teresa Petta
	 	 	Name: Teresa Petta
	 	 	Title: Vice President










 






     


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


[Face of Note]


 


LIONS GATE ENTERTAINMENT
INC.


 


[Certificate No. ]


 


[INSERT RESTRICTIVE SECURITIES
LEGEND AND GLOBAL NOTE LEGEND AS REQUIRED]


 


4.00% CONVERTIBLE SENIOR
SUBORDINATED NOTE DUE 2017


 


CUSIP NO. [ ]


 


LIONS GATE ENTERTAINMENT
INC., a Delaware corporation (herein called the “ISSUER”), for value received, hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of [dollar amount] ([$ AMOUNT]) on January 11, 2017, and interest thereon, as provided
on the reverse hereof, until the principal and any unpaid and accrued interest is paid or duly provided for. The right to payment
of the principal and all other amounts due with respect hereto is subordinated to the rights of Senior Debt as set forth in the
Indenture referred to on the reverse side hereof.


 


Interest Payment Dates:
January 15 and July 15, with the first payment to be made on July 15, 2012.


 


Record Dates: January 1
and July 1.


 


REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.


 


IN WITNESS WHEREOF, LIONS
GATE ENTERTAINMENT INC. has caused this instrument to be duly signed.


 


	
         

         
	
         

         
	
        LIONS GATE ENTERTAINMENT INC.

         

	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
        By:

         
	
         

         

	
         

         
	
         

         
	
         

         
	
        Name:

         

	
         

         
	
         

         
	
         

         
	
        Title:

         

	
         

         
	
         

         
	
         

         
	
         

         

	
        Dated:

         
	
         

         
	
         

         
	
         

         
	
         

         

	 	 	 	 	 


 


A-1




     


     


    

 


TRUSTEE’S CERTIFICATE
OF AUTHENTICATION


 


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


 


	
         

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
        THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
        as Trustee

         

	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
        By:

         
	
         

         

	
         

         
	
         

         
	
         

         
	
        Authorized Signatory

         

	
         

         
	
         

         
	
         

         
	
         

         

	
        Dated:

         
	
         

         
	
         

         
	
         

         
	
         

         

	 	 	 	 	 	 	 


 


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[REVERSE OF NOTE]


 


LIONS GATE ENTERTAINMENT
INC.


 


4.00% CONVERTIBLE SENIOR
SUBORDINATED NOTE DUE 2017


 


1. INTEREST.
LIONS GATE ENTERTAINMENT INC., a Delaware corporation (the “ISSUER”), promises to pay interest on the principal amount
of this Note at the initial rate PER ANNUM shown above. The Issuer will pay interest semi-annually on January 15 and July 15 of
each year, with the first payment to be made on July 15, 2012. Interest on the Notes will accrue at a rate of 4.00% per annum on
the principal amount from the most recent date to which interest has been paid or provided for or, if no interest has been paid,
calculated from January 11, 2012. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


The Holder of this Note is entitled
to the benefits of a Note Guarantee whereby Lions Gate Entertainment Corp., a British Columbia corporation and parent of the Issuer
(the “COMPANY”), has fully and unconditionally guaranteed, as primary obligor and not merely as surety, to each Holder
and the Trustee, the payment of principal and interest on this Note on an unsecured senior subordinated basis.


 


2. MATURITY.
The Notes will mature on January 11, 2017 (“MATURITY”).


 


3. METHOD OF
PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest) to the persons who are registered Holders at the
close of business on the record date set forth on the face of this Note next preceding the applicable interest payment date. Holders
must surrender Notes to the Issuer or its designated agent to collect the principal or Designated Event Repurchase Price of the
Notes. The Issuer will pay all amounts due with respect to the Notes in money of the United States that at the time of payment
is legal tender for payment of public and private debts. If this Note is in global form, the Issuer will pay interest on the Notes
by wire transfer of immediately available funds to The Depository Trust Company. With respect to Notes held other than in global
form, the Issuer will make payments: (i) by U.S. Dollar check drawn on a bank in The City of New York mailed to the address of
the Holder; or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal
amount in excess of $5,000,000, by wire transfer in immediately available funds.


 


4. PAYING AGENT,
REGISTRAR, CONVERSION AGENT. Initially, The Bank of New York Mellon Trust Company, N.A., (the “TRUSTEE”) will act as
Paying Agent, Registrar and Conversion Agent. The Issuer may change any Paying Agent, Registrar or Conversion Agent without notice.
The Issuer or any Affiliate of the Issuer may act as Paying Agent.


 


5. INDENTURE.
The Issuer issued the Notes under an Indenture dated as of January 11, 2012 (the “INDENTURE”) between the Issuer, the
Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “ACT”) as in effect on the date of the
Indenture. The Notes are subject to all such terms,


 


A-3







     


     


    

 


and Holders are referred to the Indenture
and the Act for a statement of such terms. The Notes are general unsecured senior subordinated obligations of the Issuer. Terms
used herein which are defined in the Indenture have the meanings assigned to them in the Indenture.


 


6. [RESERVED]


 


7. [RESERVED]


 


8.
REPURCHASE AT OPTION OF HOLDER UPON A DESIGNATED EVENT. If a Designated Event (as set forth in the Indenture) shall occur at any
time prior to Maturity, each Holder shall have the right, at such Holder’s option and subject to the terms and conditions
of the Indenture, to require the Issuer to purchase any or all of such Holder’s Notes for cash or any portion of the principal
amount thereof that is equal to $1,000 or whole multiples thereof for a repurchase price equal to 100% of the principal
amount of the Notes purchased plus accrued and unpaid interest to, but excluding, the Designated
Event Repurchase Date (the “DESIGNATED EVENT REPURCHASE PRICE”), provided that such interest will be paid to the person
who was the registered Holder at the close of business on the record date for the corresponding interest payment date. Notice of
the occurrence and type of Designated Event and containing the information required to be set forth in such notice by the Indenture
(the “DESIGNATED EVENT REPURCHASE NOTICE”), including, without limitation, the date selected by the Issuer that is
not less than 20 nor more than 30 Business Days after the date of the Designated Event Repurchase Notice (the “DESIGNATED
EVENT REPURCHASE DATE”), shall be given by the Issuer to each Holder at such Holder’s registered address, as well as
to the Trustee, not more than 10 days after the Issuer has become aware of such an occurrence. Each Holder electing to require
the Issuer to repurchase the Holder’s Notes shall submit such information and documents as are required by the Indenture,
to the Issuer or its designated agent on or before the close of business on the Designated Event Repurchase Date and shall deliver
(including by book-entry transfer) the Notes to be repurchased to the Issuer or its designated agent. The Issuer shall pay the
Designated Event Repurchase Price in cash. In the event that a Holder submits Notes to be repurchased, the Issuer shall pay or
deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price on the Trading Day immediately following
the Designated Event Repurchase Date. If a Holder submits the required documentation for Notes to be repurchased and funds are
paid or deposited as required, interest on and after the Designated Event Repurchase Date will cease to accrue on the Notes or
portions of Notes submitted for repurchase.


 


9. CONVERSION.
Subject to and upon compliance with the provisions of the Indenture, a Holder is entitled until the close of business on the Business
Day immediately preceding the Maturity Date, at its option, to convert any Notes that are whole multiples of $1,000 principal amount
into Common Shares (or, at the option of the Issuer, into cash or a combination of cash and Common Shares) at the Conversion Rate
in effect at the time of conversion, subject to the adjustments described below.


 


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The initial conversion
rate is 95.23809 Common Shares per $1,000 principal amount of Notes (subject
to adjustment in the event of certain circumstances as specified in the Indenture, the “CONVERSION RATE”), or an effective
initial conversion price of approximately $10.50 per share (subject to adjustment in the event of certain circumstances as specified
in the Indenture, the “CONVERSION PRICE”).


 


If the conversion is in connection
with a Change in Control, there shall, under certain circumstances, be added to the Common Shares otherwise issuable upon conversion
an additional number of Common Shares as a Make Whole Premium as set forth in the Indenture. In the event that of a Change of Control
occurs that would otherwise trigger the obligation of the Issuer to pay the Make Whole Premium and the Acquiror is a Public Entity
or is a direct or indirect subsidiary of a Public Entity, the Issuer may elect instead to provide that the Notes become convertible
into common shares of the Public Entity, subject to certain conditions as specified in the Indenture.


 


Upon conversion, at the option of
the Issuer, the Issuer may, in lieu of delivery of the Common Shares issuable upon conversion, deliver cash or a combination of
cash and Common Shares in satisfaction of its obligations upon such conversion.


 


The Issuer will deliver cash in lieu
of any fractional share. Upon conversion, no payment or adjustment for any unpaid and accrued interest and additional interest,
if any, on the Notes will be made, except in certain circumstances as specified in the Indenture. If a Holder surrenders a Note
for conversion after the record date for the payment of interest but prior to the corresponding interest payment date, such Note,
when surrendered for conversion, must be accompanied by payment of an amount equal to the interest and additional interest, if
any, thereon which has accrued and will accrue and be paid on the Notes being converted on the corresponding interest payment date,
unless (1) the Notes have been converted in connection with a Designated Event as described in the Indenture or (2) overdue interest,
if any, exists at the time of conversion with respect to such Note.


 


To convert a Note, a Holder must (1)
with respect to any Note in certificated form, (A) complete and sign the Conversion Notice, with appropriate signature guarantee,
on the back of the Note and (B) surrender the Note to the Conversion Agent, (2) with respect to any interest in a Global Note,
(A) complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s book-entry
conversion program and (B) deliver, or cause to be delivered, to the Conversion Agent by book-entry delivery the interest in such
Global Note being converted, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion
Agent, (4) pay funds equal to the interest payable on the next interest payment date to which such Holder is not entitled, if any,
(as provided in the last sentence of the above paragraph) and (5) pay any transfer or similar tax if required. A Holder may convert
a portion of a Note if the portion is $1,000 principal amount or a positive integral multiple of $1,000 principal amount.


 


Any shares issued upon conversion
of a Note shall bear the Restrictive Securities Legend until the date that is the later of (i) six months after the date of original
issuance of the


 


A-5


 






     


     


    

 


shares (or one year after the original
issuance date in the case of Common Stock that is restricted upon issuance) and (ii) 90 days after the Holder ceases to be an affiliate.


 


10. SUBORDINATION.
The Notes are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment
in full of all Senior Debt. Each Holder by accepting a Note agrees to such subordination and authorizes the Trustee to give it
effect.


 


11. DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 principal amount and positive integral
multiples of $1,000 principal amount. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. No service
charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith. The Registrar need not exchange or register the
transfer of any Notes for a period of 15 days in certain circumstances provided in the Indenture.


 


12. PERSONS DEEMED
OWNERS. The registered Holder of a Note may be treated as the owner of such Note for all purposes.


 


13. MERGER OR
CONSOLIDATION. The Issuer and the Company shall not consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of their assets, whether in a single transaction or series of related transactions to any person unless (i) the
Issuer or Company is the resulting Successor Company or the Successor Company is a corporation organized and existing under the
laws of the United States, any State thereof or the District of Columbia or under the laws of Canada or any province thereof and
such Successor Company assumes by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee,
all of the Issuer’s and the Company’s obligations under the Indenture and the Notes, including the conversion rights;
(ii) immediately after giving effect to the transaction, no Default or Event of Default shall exist; and (iii) the Issuer and the
Company deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture, if any, comply with the Indenture and the Notes.


 


14.
AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions, the Indenture or the Notes may be modified or amended with
the consent or vote of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, and any existing Default or Event of Default may be waived
with the consent or vote of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without notice
to or the consent of any Holder, the Indenture or the Notes may be modified or amended to cure any ambiguity or inconsistency,
to comply with Article VII of the Indenture, to comply with Section 14.11 of the Indenture, to reduce the conversion price, to
make any changes or modifications to the Indenture necessary in connection with the registration of the Notes under the Securities
Act and


 


A-6







     


     


    

 


the qualification of the Indenture
under the TIA, to secure the obligations of the Issuer in respect of the Notes, to add to covenants of the Issuer or the Company
described in the Indenture for the benefit of Holders or to surrender any right or power conferred upon the Issuer.


 


15. DEFAULTS
AND REMEDIES. An Event of Default includes the occurrence of any of the following: default in payment of principal and premium,
if any, at maturity, upon exercise of a repurchase right or otherwise; default for 30 days in payment of interest or other amounts
due; failure by the Issuer or the Company for 60 days after notice to it to comply with any of its other agreements in the Indenture
or the Notes; certain payment defaults or the acceleration of other indebtedness of the Issuer or its subsidiaries; certain events
of bankruptcy or insolvency involving the Issuer, the Company or any of the Company’s subsidiaries; and failure by the Issuer
to provide timely notice of the occurrence of a Designated Event. If any Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all the Notes to be due
and payable immediately, except as provided in the Indenture. If an Event of Default specified in Sections 5.1(e) or (f) of the
Indenture with respect to the Issuer or the Company occurs, the principal of and accrued interest on all the Notes shall become
and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes
then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing Default or Event of Default (except a Default or Event of Default in payment) if it determines that withholding
notice is in the interests of the Holders. The Issuer and the Company must furnish an annual compliance certificate to the Trustee.


 


16. REGISTRATION
RIGHTS. The Holders are entitled to registration rights as set forth in the Purchase Agreement dated January 11, 2012 among the
Issuer, Company and Holder.


 


17. TRUSTEE DEALINGS
WITH THE ISSUER. The Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual
or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may
otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.


 


18. NO RECOURSE
AGAINST OTHERS. No past, present or future director, officer, employee or shareholder, as such, of the Company shall have any liability
for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Notes.


 


19. AUTHENTICATION.
This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


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


 


THE COMPANY WILL FURNISH
TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:


 


Lions Gate Entertainment
Corp.

Lions Gate Entertainment Inc.

2700 Colorado Blvd., Suite 200

Santa Monica, CA 90404

Attention: Chief Financial Officer


 


A-8







     


     


    

 


[FORM OF ASSIGNMENT]


 


I or we assign to


	
         

         
	
         

         

	
         

         
	
         

         

	
        PLEASE INSERT SOCIAL
        SECURITY OR OTHER IDENTIFYING NUMBER

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
        (please print or type name and address)

         
	
         

         



 


the within Note and all rights thereunder, and
hereby irrevocably constitutes and appoints Attorney to transfer the Note on the books of the Issuer with full power of substitution
in the premises.


 


	
        Dated:

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
        NOTICE: The signature on this assignment must
        correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or
        any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program
        or in such other guarantee program acceptable to the Trustee.

         



 


	
        Signature Guarantee:

         
	
         

         



 


In connection with any transfer
of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the effectiveness
of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)
covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the transfer) and
(ii) the Resale Restriction Termination Date, the undersigned confirms that it has not utilized any general solicitation or general
advertising in connection with transfer:


 


[Check One]


 





	
        (1)
         ̈
        to the Issuer, the Company or any of their respective subsidiaries; or

         

	
        (2)
         ̈
        pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

         

	
        (3)
         ̈
        pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended; or

         

	
        (4)
         ̈
        pursuant to an effective registration statement under the Securities Act of 1933, as amended.

         








 


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and unless the box below is checked, the undersigned
confirms that such Note is not being transferred to an “affiliate” of the Issuer or the Company as defined in Rule
144 under the Securities Act of 1933, as amended (an “Affiliate”):


 


 ̈
The transferee is an Affiliate of the Issuer or the Company. (If the Note is transferred to an Affiliate, the restrictive legend
must remain on the Note until the later of (i) one year after the date of original issuance of the Note and (ii) 90 days after
the Holder ceases to be an affiliate).


 





Unless one of the items is
checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than
the registered Holder thereof; provided, however, that if item (2) or (3)
is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the Notes, in their sole discretion,
such written legal opinions, certifications and other information as the Trustee or the Issuer have reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act of 1933, as amended.


 


If none of the foregoing items
are checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.16 of the Indenture
shall have been satisfied.


 


	
        Dated:

         
	
         

         
	
         

         
	
        Signed:

         
	
         

         

	
         

         
	
         

         
	
         

         
	
         

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

         

	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         

	
        Signature Guarantee:
        

         
	
         

         

	 	 	 	 	 	 


 


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS
CHECKED


 


The undersigned represents
and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Issuer and the Company as the undersigned has requested pursuant to Rule 144A
or has determined transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 


	
        Dated:

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
        NOTICE: To be executed by an executive officer

         



 


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CONVERSION NOTICE


 


To convert this Note into Common Shares of the
Company, check the box:  ̈


 


To convert only part of this Note, state the
principal amount to be converted (must be in multiples of $1,000):


 


	
        $

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         

	
        If you want the
        share certificate made out in another person’s name, fill in the form below:

         

	
         

         
	
         

         

	
         

         
	
         

         

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

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

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

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         



 


	
        Dated:

         
	
         

         
	
         

         
	
        Signature(s):

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         
	
         

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

         
	
         

         



 


	
        Signature(s) guaranteed by:

         
	
         

         

	
         

         
	
        (All signatures must be guaranteed by a guarantor
        institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to
        the Trustee.)

         



 


A-11







     


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE(1).


 


The following exchanges of
a part of this Global Note for an interest in another Global Note or for Notes in certificated form, have been made:


 


	
        Date of Exchange

         
	
         

         
	
        Amount of
        decrease in

        Principal amount of

        this Global Note

         
	
         

         
	
        Amount of
        increase in

        Principle amount of

        this Global Note

         
	
         

         
	
        Principal
        amount of

        this Global Note

        following such

        decrease (or increase)

         

	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         



 


 


(1) This is included in Global Notes only.


 


A-12







     


     


    

 


EXHIBIT B


 


FORM OF NOTE GUARANTEE


 


For value received, the
undersigned hereby unconditionally guarantees, as primary obligor and not only as a surety, to the Holder of the Note the cash
payments in United States dollars of principal of, premium, if any, and interest on the Note in the amounts and at the times when
due and interest on the overdue principal, premium, if any, and interest, if any, of the Note, if lawful, and the payment or performance
of all other Obligations of the Company under the Indenture (as defined below) or the Note, to the Holder of the Note and the Trustee,
all in accordance with and subject to the terms and limitations of the Note, Article III of the Indenture, the subordination provisions
of Article XV of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article III of the Indenture
and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that
it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them
in the Indenture dated as of January 11, 2012, among Lions Gate Entertainment Inc., a Delaware corporation, as issuer (the “Company”),
Lions Gate Entertainment Corp, a British Columbia, Canada corporation, as guarantor (the “Guarantor”) and The Bank
of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”).


 


THIS GUARANTEE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Guarantor
hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or
relating to this Guarantee.


 


This Guarantee is subject
to release upon the terms set forth in the Indenture.


 


	
        Date: January 11, 2012

         
	
         

         

	
         

         
	
         

         

	
         

         
	
        LIONS GATE ENTERTAINMENT CORP.

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
        By:

         
	
         

         

	
         

         
	
         

         
	
        Name:

         

	
         

         
	
         

         
	
        Title:

         



 


B-1







     


     


    

 


EXHIBIT C-1


 


RESTRICTIVE SECURITIES
LEGEND FOR NOTES


 


THIS NOTE (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS 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.


 


THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF THE ISSUER AND THE COMPANY (1) THAT IT WILL NOT WITHIN THE LATER OF (X) (I) ONE YEAR AFTER THE DATE OF
ORIGINAL ISSUANCE OF THE NOTE, IN THE CASE OF THE NOTE, OR (II) SIX MONTHS AFTER THE DATE OF ORIGINAL ISSUANCE OF THE NOTE, IN
THE CASE OF THE COMMON SHARES ISSUABLE ON CONVERSION OF THE NOTE (OR ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE IN THE CASE OF
COMMON SHARES THAT ARE RESTRICTED UPON ISSUANCE), AND (Y) 90 DAYS AFTER THE HOLDER CEASES TO BE AN AFFILIATE (WITHIN THE MEANING
OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER OR COMPANY (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER,
RESELL, PLEDGE OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH NOTE, EXCEPT
(A) TO THE COMPANY OR ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C)
TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A; OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY PURSUANT
TO CLAUSE (D) WITHIN THE LATER OF (X) ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF NOTES AND (Y) 90 DAYS AFTER IT CEASES TO
BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER OR THE COMPANY, FURNISH TO THE TRUSTEE
AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REQUIRE PURSUANT TO THE INDENTURE AND MAY RELY
UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO SUCH OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH
REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT. THE HOLDER OF THIS NOTE AGREES THAT IT WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. THE RESTRICTIONS
SET FORTH IN THIS LEGEND SHALL CEASE TO HAVE EFFECT ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF THE NOTE PROVIDED THAT ALL
HOLDERS AFTER SUCH DATE SHALL CONTINUE TO BE REQUIRED TO TRANSFER SECURITIES IN CONFORMITY WITH THE REQUIREMENTS OF APPLICABLE
SECURITIES LAWS.


 


C-1







     


     


    

 


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 SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT
OR SUPPLEMENT.


 


A-2






     


     


    

 


EXHIBIT C-2


 


RESTRICTIVE SECURITIES
LEGEND FOR GLOBAL NOTES


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 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 PERSONS IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


C-2







     


     


    

 


EXHIBIT C-3


 


RESTRICTIVE SECURITIES
LEGEND FOR COMMON SHARES


 


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


 


THE HOLDER OF THIS CERTIFICATE
AGREES FOR THE BENEFIT OF THE COMPANY (1) THAT IT WILL NOT WITHIN THE LATER OF (X) ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE
OF THE NOTE UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE
MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR ISSUER (THE “RESALE RESTRICTION TERMINATION DATE”),
OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE COMPANY OR ISSUER; (B) UNDER A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
ALL IN COMPLIANCE WITH RULE 144A; OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE (D) WITHIN THE LATER OF (X) ONE YEAR AFTER
THE DATE OF ORIGINAL ISSUANCE OF THE NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED AND (Y) 90 DAYS AFTER IT CEASES
TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER OR COMPANY, FURNISH TO THE TRANSFER
AGENT AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO SUCH OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RESTRICTIONS
SET FORTH IN THIS LEGEND SHALL CEASE TO HAVE EFFECT ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF THE NOTES UPON THE CONVERSION
OF WHICH THIS SECURITY WAS ISSUED PROVIDED THAT ALL HOLDERS AFTER SUCH DATE SHALL CONTINUE TO BE REQUIRED TO TRANSFER SECURITIES
IN CONFORMITY WITH THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT. THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITIES REPRESENTED HEREBY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO ABOVE.


 


THIS CERTIFICATE AND ANY
RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS
OF THE SECURITIES REPRESENTED HEREBY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR


 


C-3







     


     


    

 


IN PRACTICES RELATING TO THE RESALE OR TRANSFER
OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED BY THE ACCEPTANCE HEREOF TO HAVE AGREED TO SUCH
AMENDMENT OR SUPPLEMENT.


 


A-2







     


     


    

 


EXHIBIT D


 


FORM OF NOTICE OF TRANSFER
PURSUANT TO REGISTRATION STATEMENT


 


LIONS GATE ENTERTAINMENT INC.


LIONS GATE ENTERTAINMENT CORP.


2700 Colorado Avenue, Suite 200


Santa Monica, California 90404


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


700 South Flower Street, 5th Floor


Los Angeles, California 90017


Attention: Corporate Unit


 


Re: LIONS GATE
ENTERTAINMENT INC. (the “Issuer”) 4.00% Convertible Senior Subordinated Notes due 2017 (the “Notes”)


 


Ladies and Gentlemen:


 


Please be advised that has
transferred $ aggregate principal amount of the Notes or Common Shares, no par value per share, of the Issuer issuable on conversion
of the Notes (“Common Shares”) pursuant to an effective Shelf Registration Statement on Form S-3 (File No. 333-
).


 


We hereby certify
that the prospectus delivery requirements, if any, of the Securities Act of 1933 as amended, have been satisfied with respect to
the transfer described above and that the above-named beneficial owner of the Notes or Common Shares is named as a “Selling
Security Holder” in the Prospectus dated , 20 or in amendments or supplements thereto, and that the
aggregate principal amount of the Notes, or number of Common Shares transferred are [a portion
of] the Notes or Common Shares listed in such Prospectus, as amended or supplemented, opposite such owner’s name.


 


	
         

         
	
        Very truly yours,

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
        (Name)

         

	
         

         
	
         

         



 


D-1







     


     


    

 


TABLE OF CONTENTS


 


	
         

         
	
         

         
	
        Page

         

	
         

         
	
         

         
	
         

         

	
        ARTICLE I

         
	
        DEFINITIONS AND INCORPORATION BY REFERENCE

         
	
        2

         

	
        SECTION 1.1

         
	
        DEFINITIONS

         
	
        2

         

	
        SECTION 1.2

         
	
        INCORPORATION BY
        REFERENCE OF TRUST INDENTURE ACT

         
	
        12

         

	
        SECTION 1.3

         
	
        RULES OF CONSTRUCTION

         
	
        13

         

	
        ARTICLE II

         
	
        THE NOTES

         
	
        13

         

	
        SECTION 2.1

         
	
        FORM AND DATING

         
	
        13

         

	
        SECTION 2.2

         
	
        EXECUTION AND AUTHENTICATION

         
	
        15

         

	
        SECTION 2.3

         
	
        REGISTRAR, PAYING
        AGENT AND CONVERSION AGENT

         
	
        16

         

	
        SECTION 2.4

         
	
        PAYING AGENT TO
        HOLD MONEY IN TRUST

         
	
        16

         

	
        SECTION 2.5

         
	
        HOLDER LISTS

         
	
        16

         

	
        SECTION 2.6

         
	
        TRANSFER AND EXCHANGE

         
	
        17

         

	
        SECTION 2.7

         
	
        REPLACEMENT NOTES

         
	
        17

         

	
        SECTION 2.8

         
	
        OUTSTANDING NOTES

         
	
        17

         

	
        SECTION 2.9

         
	
        NOTES HELD BY THE
        ISSUER OR AN AFFILIATE

         
	
        18

         

	
        SECTION 2.10

         
	
        TEMPORARY NOTES

         
	
        18

         

	
        SECTION 2.11

         
	
        CANCELLATION

         
	
        18

         

	
        SECTION 2.12

         
	
        DEFAULTED INTEREST

         
	
        18

         

	
        SECTION 2.13

         
	
        CUSIP NUMBERS

         
	
        19

         

	
        SECTION 2.14

         
	
        DEPOSIT OF MONEYS

         
	
        19

         

	
        SECTION 2.15

         
	
        BOOK-ENTRY PROVISIONS
        FOR GLOBAL NOTES

         
	
        19

         

	
        SECTION 2.16

         
	
        SPECIAL TRANSFER
        PROVISIONS

         
	
        20

         

	
        SECTION 2.17

         
	
        RESTRICTIVE SECURITIES
        LEGENDS

         
	
        22

         

	
        ARTICLE III

         
	
        NOTE GUARANTEE

         
	
        22

         

	
        SECTION 3.1

         
	
        NOTE GUARANTEE

         
	
        22

         

	
        SECTION 3.2

         
	
        CONSIDERATION

         
	
        24

         

	
        SECTION 3.3

         
	
        EXECUTION OF GUARANTEE

         
	
        24

         

	
        SECTION 3.4

         
	
        SUCCESSOR GUARANTEE

         
	
        24

         

	
        ARTICLE IV

         
	
        SATISFACTION AND DISCHARGE

         
	
        24

         

	
        SECTION 4.1

         
	
        SATISFACTION AND
        DISCHARGE OF INDENTURE

         
	
        24

         



 


i







     


     


    

 


TABLE OF CONTENTS


(continued)


 


	
         

         
	
         

         
	
        Page

         

	
         

         
	
         

         
	
         

         

	
        SECTION 4.2

         
	
        DEPOSITED MONIES
        TO BE HELD IN TRUST

         
	
        25

         

	
        SECTION 4.3

         
	
        RETURN OF UNCLAIMED
        MONIES

         
	
        25

         

	
        ARTICLE V

         
	
        DEFAULTS AND REMEDIES

         
	
        26

         

	
        SECTION 5.1

         
	
        EVENTS OF DEFAULT

         
	
        26

         

	
        SECTION 5.2

         
	
        ACCELERATION OF
        MATURITY; RESCISSION AND ANNULMENT

         
	
        27

         

	
        SECTION 5.3

         
	
        OTHER REMEDIES

         
	
        28

         

	
        SECTION 5.4

         
	
        WAIVER OF PAST
        DEFAULTS

         
	
        28

         

	
        SECTION 5.5

         
	
        CONTROL BY MAJORITY

         
	
        28

         

	
        SECTION 5.6

         
	
        LIMITATION ON SUIT

         
	
        29

         

	
        SECTION 5.7

         
	
        UNCONDITIONAL RIGHT
        OF HOLDERS TO RECEIVE PAYMENT

         
	
        29

         

	
        SECTION 5.8

         
	
        COLLECTION OF INDEBTEDNESS AND SUITS
        FOR ENFORCEMENT BY THE TRUSTEE

         
	
        30

         

	
        SECTION 5.9

         
	
        TRUSTEE MAY FILE
        PROOFS OF CLAIM

         
	
        30

         

	
        SECTION 5.10

         
	
        RESTORATION OF
        RIGHTS AND REMEDIES

         
	
        31

         

	
        SECTION 5.11

         
	
        RIGHTS AND REMEDIES
        CUMULATIVE

         
	
        31

         

	
        SECTION 5.12

         
	
        DELAY OR OMISSION
        NOT WAIVER

         
	
        31

         

	
        SECTION 5.13

         
	
        APPLICATION OF
        MONEY COLLECTED

         
	
        32

         

	
        SECTION 5.14

         
	
        UNDERTAKING FOR
        COSTS

         
	
        32

         

	
        SECTION 5.15

         
	
        WAIVER OF STAY
        OR EXTENSION LAWS

         
	
        32

         

	
        ARTICLE VI

         
	
        THE TRUSTEE

         
	
        33

         

	
        SECTION 6.1

         
	
        DUTIES OF TRUSTEE

         
	
        33

         

	
        SECTION 6.2

         
	
        RIGHTS OF TRUSTEE

         
	
        34

         

	
        SECTION 6.3

         
	
        INDIVIDUAL RIGHTS
        OF TRUSTEE

         
	
        35

         

	
        SECTION 6.4

         
	
        TRUSTEE’S
        DISCLAIMER

         
	
        35

         

	
        SECTION 6.5

         
	
        NOTICE OF DEFAULTS

         
	
        35

         

	
        SECTION 6.6

         
	
        REPORTS BY TRUSTEE
        TO HOLDERS

         
	
        36

         

	
        SECTION 6.7

         
	
        COMPENSATION AND
        INDEMNITY

         
	
        36

         

	
        SECTION 6.8

         
	
        REPLACEMENT OF
        TRUSTEE

         
	
        37

         

	
        SECTION 6.9

         
	
        SUCCESSOR TRUSTEE
        BY MERGER, ETC.

         
	
        38

         



 


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TABLE OF CONTENTS


(continued)


 


	
         

         
	
         

         
	
        Page

         

	
         

         
	
         

         
	
         

         

	
        SECTION 6.10

         
	
        ELIGIBILITY; DISQUALIFICATION

         
	
        38

         

	
        SECTION 6.11

         
	
        PREFERENTIAL COLLECTION OF CLAIMS
        AGAINST ISSUER AND THE COMPANY

         
	
        38

         

	
        ARTICLE VII

         
	
        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
        OR LEASE

         
	
        38

         

	
        SECTION 7.1

         
	
        ISSUER OR COMPANY MAY CONSOLIDATE,
        ETC., ONLY ON CERTAIN TERMS

         
	
        38

         

	
        SECTION 7.2

         
	
        SUCCESSOR CORPORATION
        SUBSTITUTED

         
	
        39

         

	
        ARTICLE VIII

         
	
        AMENDMENTS, SUPPLEMENTS AND WAIVERS

         
	
        39

         

	
        SECTION 8.1

         
	
        WITHOUT CONSENT
        OF HOLDERS OF NOTES

         
	
        39

         

	
        SECTION 8.2

         
	
        WITH CONSENT OF
        HOLDERS OF NOTES

         
	
        40

         

	
        SECTION 8.3

         
	
        COMPLIANCE WITH
        TRUST INDENTURE ACT

         
	
        41

         

	
        SECTION 8.4

         
	
        REVOCATION OF CONSENTS
        AND EFFECT OF CONSENTS OR VOTES

         
	
        41

         

	
        SECTION 8.5

         
	
        NOTATION ON OR
        EXCHANGE OF NOTES

         
	
        42

         

	
        SECTION 8.6

         
	
        TRUSTEE TO SIGN
        AMENDMENT, ETC.

         
	
        42

         

	
        ARTICLE IX

         
	
        MEETING OF HOLDERS OF NOTES

         
	
        42

         

	
        SECTION 9.1

         
	
        PURPOSES FOR WHICH
        MEETINGS MAY BE CALLED

         
	
        42

         

	
        SECTION 9.2

         
	
        CALL NOTICE AND
        PLACE OF MEETINGS

         
	
        43

         

	
        SECTION 9.3

         
	
        PERSONS ENTITLED
        TO VOTE AT MEETINGS

         
	
        43

         

	
        SECTION 9.4

         
	
        QUORUM; ACTION

         
	
        43

         

	
        SECTION 9.5

         
	
        DETERMINATION OF VOTING RIGHTS; CONDUCT
        AND ADJOURNMENT OF MEETINGS

         
	
        44

         

	
        SECTION 9.6

         
	
        COUNTING VOTES
        AND RECORDING ACTION OF MEETINGS

         
	
        44

         

	
        ARTICLE X

         
	
        COVENANTS

         
	
        45

         

	
        SECTION 10.1

         
	
        PAYMENT OF
        NOTES

         
	
        45

         

	
        SECTION 10.2

         
	
        MAINTENANCE
        OF OFFICE OR AGENCY

         
	
        45

         

	
        SECTION 10.3

         
	
        REPORTS

         
	
        45

         

	
        SECTION 10.4

         
	
        COMPLIANCE
        CERTIFICATE

         
	
        46

         

	
        SECTION 10.5

         
	
        STAY, EXTENSION
        AND USURY LAWS

         
	
        46

         

	
        SECTION 10.6

         
	
        CORPORATE EXISTENCE

         
	
        46

         



 


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TABLE OF CONTENTS


(continued)


 


	
         

         
	
         

         
	
        Page

         

	
         

         
	
         

         
	
         

         

	
        SECTION 10.7

         
	
        NOTICE OF DEFAULT

         
	
        47

         

	
        ARTICLE XI

         
	
        MAKE WHOLE PREMIUM

         
	
        47

         

	
        SECTION 11.1

         
	
        MAKE WHOLE PREMIUM

         
	
        47

         

	
        SECTION 11.2

         
	
        ISSUER’S OPTION TO PROVIDE
        FOR CONVERSION INTO SHARES OF ACQUIROR IN LIEU OF MAKE WHOLE PREMIUM

         
	
        49

         

	
        SECTION 11.3

         
	
        ADJUSTMENTS RELATING
        TO MAKE WHOLE PREMIUM

         
	
        50

         

	
        ARTICLE XII

         
	
        [RESERVED]

         
	
        50

         

	
        ARTICLE XIII

         
	
        REPURCHASE OF NOTES

         
	
        50

         

	
        SECTION 13.1

         
	
        [RESERVED]

         
	
        50

         

	
        SECTION 13.2

         
	
        REPURCHASE AT THE OPTION OF THE HOLDER
        UPON A DESIGNATED EVENT

         
	
        50

         

	
        SECTION 13.3

         
	
        [RESERVED]

         
	
        51

         

	
        SECTION 13.4

         
	
        NOTICE OF OPTIONAL
        REPURCHASE TO BE PROVIDED BY THE ISSUER

         
	
        51

         

	
        SECTION 13.5

         
	
        NOTICE OF WITHDRAWAL

         
	
        52

         

	
        SECTION 13.6

         
	
        PAYMENT OF THE
        REPURCHASE PRICE

         
	
        53

         

	
        ARTICLE XIV

         
	
        CONVERSION OF NOTES

         
	
        53

         

	
        SECTION 14.1

         
	
        CONVERSION RIGHT
        AND CONVERSION PRICE

         
	
        53

         

	
        SECTION 14.2

         
	
        EXERCISE OF CONVERSION
        RIGHT

         
	
        54

         

	
        SECTION 14.3

         
	
        FRACTIONS OF SHARES

         
	
        56

         

	
        SECTION 14.4

         
	
        ADJUSTMENT OF CONVERSION
        RATE

         
	
        56

         

	
        SECTION 14.5

         
	
        NOTICE OF ADJUSTMENTS
        OF CONVERSION PRICE

         
	
        65

         

	
        SECTION 14.6

         
	
        NOTICE PRIOR TO
        CERTAIN ACTIONS

         
	
        65

         

	
        SECTION 14.7

         
	
        COMPANY TO RESERVE
        COMMON SHARES; INTERCOMPANY AGREEMENT

         
	
        66

         

	
        SECTION 14.8

         
	
        TAXES ON CONVERSIONS

         
	
        66

         

	
        SECTION 14.9

         
	
        COVENANT AS TO
        COMMON SHARES

         
	
        66

         

	
        SECTION 14.10

         
	
        CANCELLATION OF
        CONVERTED NOTES

         
	
        67

         

	
        SECTION 14.11

         
	
        EFFECT OF RECLASSIFICATION,
        CONSOLIDATION, MERGER OR SALE

         
	
        67

         



 


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        Page

         

	
         

         
	
         

         
	
         

         

	
        SECTION 14.12

         
	
        RESPONSIBILITY
        OF TRUSTEE FOR CONVERSION PROVISIONS

         
	
        68

         

	
        SECTION 14.13

         
	
        LIMITATION ON CONVERSION
        RIGHT

         
	
        69

         

	
        SECTION 14.14

         
	
        OPTION TO SATISFY CONVERSION OBLIGATION
        WITH CASH, COMMON SHARES OR A COMBINATION THEREOF

         
	
        69

         

	
        ARTICLE XV

         
	
        SUBORDINATION OF NOTES

         
	
        73

         

	
        SECTION 15.1

         
	
        NOTES SUBORDINATED
        TO SENIOR DEBT

         
	
        73

         

	
        SECTION 15.2

         
	
        NO PAYMENT ON NOTES
        IN CERTAIN CIRCUMSTANCES

         
	
        73

         

	
        SECTION 15.3

         
	
        PAYMENT OVER OF
        PROCEEDS UPON DISSOLUTION, ETC.

         
	
        74

         

	
        SECTION 15.4

         
	
        SUBROGATION

         
	
        75

         

	
        SECTION 15.5

         
	
        OBLIGATIONS OF
        THE ISSUER UNCONDITIONAL

         
	
        76

         

	
        SECTION 15.6

         
	
        NOTICE TO TRUSTEE

         
	
        76

         

	
        SECTION 15.7

         
	
        RELIANCE ON JUDICIAL ORDER OR CERTIFICATE
        OF LIQUIDATING AGENT

         
	
        77

         

	
        SECTION 15.8

         
	
        TRUSTEE’S
        RELATION TO SENIOR DEBT

         
	
        77

         

	
        SECTION 15.9

         
	
        SUBORDINATION RIGHTS NOT IMPAIRED
        BY ACTS OR OMISSIONS OF THE ISSUER OR HOLDERS OF SENIOR DEBT

         
	
        77

         

	
        SECTION 15.10

         
	
        HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE
        THE SUBORDINATION OF THE NOTES

         
	
        78

         

	
        SECTION 15.11

         
	
        NOT TO PREVENT
        EVENTS OF DEFAULT

         
	
        78

         

	
        SECTION 15.12

         
	
        TRUSTEE’S
        COMPENSATION NOT PREJUDICED

         
	
        78

         

	
        SECTION 15.13

         
	
        NO WAIVER OF SUBORDINATION
        PROVISIONS

         
	
        78

         

	
        SECTION 15.14

         
	
        PAYMENTS MAY BE
        PAID PRIOR TO DISSOLUTION

         
	
        78

         

	
        ARTICLE XVI

         
	
        OTHER PROVISIONS OF GENERAL APPLICATION

         
	
        79

         

	
        SECTION 16.1

         
	
        TRUST INDENTURE
        ACT CONTROLS

         
	
        79

         

	
        SECTION 16.2

         
	
        NOTICES

         
	
        79

         

	
        SECTION 16.3

         
	
        COMMUNICATION BY
        HOLDERS WITH OTHER HOLDERS

         
	
        80

         

	
        SECTION 16.4

         
	
        ACTS OF HOLDERS
        OF NOTES

         
	
        80

         



 


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        Page

         

	
         

         
	
         

         
	
         

         

	
        SECTION 16.5

         
	
        CERTIFICATE AND
        OPINION AS TO CONDITIONS PRECEDENT

         
	
        81

         

	
        SECTION 16.6

         
	
        STATEMENTS REQUIRED
        IN CERTIFICATE OR OPINION

         
	
        82

         

	
        SECTION 16.7

         
	
        EFFECT OF HEADINGS
        AND TABLE OF CONTENTS

         
	
        82

         

	
        SECTION 16.8

         
	
        SUCCESSORS AND
        ASSIGNS

         
	
        82

         

	
        SECTION 16.9

         
	
        SEPARABILITY CLAUSE

         
	
        83

         

	
        SECTION 16.10

         
	
        BENEFITS OF INDENTURE

         
	
        83

         

	
        SECTION 16.11

         
	
        GOVERNING LAW

         
	
        83

         

	
        SECTION 16.12

         
	
        COUNTERPARTS

         
	
        83

         

	
        SECTION 16.13

         
	
        LEGAL HOLIDAYS

         
	
        83

         

	
        SECTION 16.14

         
	
        RECOURSE AGAINST
        OTHERS

         
	
        83

         

	
        SECTION 16.15

         
	
        WAIVER OF JURY
        TRIAL

         
	
        84

         

	
        SECTION 16.16

         
	
        FORCE MAJEURE

         
	
        84

         



 


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        Page

         

	
         

         
	
         

         
	
         

         

	
        Exhibit A

         
	
        Form of Note

         
	
         

         

	
        Schedule A

         
	
        Schedule of Exchanges of Interests in the Global
        Note

         
	
         

         

	
        Exhibit B

         
	
        Form of Note Guarantee

         
	
         

         

	
        Exhibit C-1

         
	
        Restrictive Securities Legend for Notes

         
	
         

         

	
        Exhibit C-2

         
	
        Restrictive Securities Legend for Global Notes

         
	
         

         

	
        Exhibit C-3

         
	
        Restrictive Securities Legend for Common Shares

         
	
         

         

	
        Exhibit D

         
	
        Form of Notice of Transfer Pursuant to Registration
        Statement

         
	
         

         



 


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