EXHIBIT
        2.2







ORIGIN
      AGRITECH LTD.




as
      the
      Company




STATE
      HARVEST HOLDINGS LIMITED




as
      the
      Guarantor




and




THE
      BANK
      OF NEW YORK,




a
      New
      York banking corporation




as
      the
      Trustee







INDENTURE




Dated
      July 25, 2007









1.0%
      Guaranteed Senior Secured Convertible Notes due 2012





CROSS-REFERENCE
      TABLE


TIA
              
              
              IndentureSection
              
              
              Section310
              (a)(1)
              
              7.07(a)(2)
              
              7.07(a)(3)
              
              15.14(a)(4)
              
              N.A.(a)(5)
              
              7.07(b)
              
              7.07(c)
              
              N.A.311
              (a)
              
              7.14(b)
              
              7.14(c)
              
              N.A.312
              (a)
              
              2.11(b)
              
              15.03(c)
              
              15.03313
              (a)
              
              7.12(b)(1)
              
              N.A.(b)(2)
              
              7.12(c)
              
              15.03(d)
              
              7.12314
              (a)
              
              4.31;
                  15.03; 15.05(b)
              
              N.A.(c)(1)
              
              15.05(c)(2)
              
              15.05(c)(3)
              
              N.A.(d)
              
              N.A.(e)
              
              15.05(f)
              
              4.29315
              (a)
              
              7.01(b)
              
              6.08;
                  15.03(c)
              
              7.01(d)
              
              7.01(e)
              
              6.09316
              (a)
                  (last sentence)
              
              N.A.(a)(1)(A)
              
              6.07(a)(1)(B)
              
              6.07(a)(2)
              
              N.A.(b)
              
              6.04(c)
              
              2.09317
              (a)(1)
              
              6.02(a)(2)
              
              6.02(b)
              
              4.03
  
  318
              (a)
              
              15.01(b)
              
              N.A(c)
              
              15.01





N.A.
      Means Not Applicable.





Note:
      This Cross-Reference Table shall not, for any purposes, be deemed to be part
      of
      this Indenture.





**TABLE
      OF CONTENTS**




PageARTICLE
                1DEFINITIONSSection
                1.01.Definitions
            
            
            1Section
                1.02.Other Definitions
            
            
            31Section
                1.03.Rules of Construction.
            
            
            32Section
                1.04.Incorporation by Reference of Trust Indenture Act.
            
            
            33ARTICLE
                2ISSUE,
                DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTESSection
                2.01.Designation Amount and Issue of Notes
            
            
            33Section
                2.02.Form of Notes
            
            
            33Section
                2.03.Date and Denomination of Notes; Payments of Interest
            
            
            35Section
                2.04.Execution of Notes
            
            
            36Section
                2.05.Exchange and Registration of Transfer of Notes; Restrictions on
                Transfer
            
            
            36Section
                2.06.Mutilated, Destroyed, Lost or Stolen Notes
            
            
            39Section
                2.07.Temporary Notes
            
            
            40Section
                2.08.Cancellation of Notes
            
            
            40Section
                2.09.Defaulted Interest
            
            
            40Section
                2.10.ISIN Numbers
            
            
            41Section
                2.11.Holder Lists
            
            
            41ARTICLE
                3REDEMPTION
                AND REPURCHASE OF NOTESSection
                3.01.Redemption at Maturity
            
            
            41Section
                3.02.Offer to Purchase
            
            
            41Section
                3.03.Mandatory Redemption upon reset
            
            
            44ARTICLE
                4PARTICULAR
                COVENANTS OF THE COMPANYSection
                4.01.Payment of Principal and Interest
            
            
            44Section
                4.02.Maintenance of Office or Agency
            
            
            45Section
                4.03.Provisions as to Paying Agent
            
            
            45Section
                4.04.Existence
            
            
            46Section
                4.05.Maintenance of Properties
            
            
            46




i




Section
                4.06.Payment of Taxes and Other Claims
            
            
            47Section
                4.07.Stay, Extension and Usury Laws
            
            
            47Section
                4.08.Payments for Consent
            
            
            47Section
                4.09.Incurrence of Additional Debt; Financial Covenants
            
            
            48Section
                4.10.Restricted Payments
            
            
            48Section
                4.11.Liens
            
            
            50Section
                4.12.Asset Sales
            
            
            50Section
                4.13.Restrictions on Distributions from Subsidiaries
            
            
            52Section
                4.14.Affiliate Transactions
            
            
            53Section
                4.15.Issuance or Sale of Capital Stock of Subsidiaries
            
            
            54Section
                4.16.Maintenance of Consolidated Tangible Net Worth
            
            
            55Section
                4.17.Repurchase at the Option of Holders Following a Change of
                Control
            
            
            55Section
                4.18.Future Guarantors
            
            
            55Section
                4.19.Business Activities; Charter Documents
            
            
            56Section
                4.20.Sale and Leaseback Transactions
            
            
            56Section
                4.21.Impairment of Security Interest
            
            
            57Section
                4.22.Amendments to Security Documents
            
            
            57Section
                4.23.Use of Proceeds
            
            
            57Section
                4.24.Maintenance of Insurance
            
            
            57Section
                4.25.Repurchase Upon Termination of Trading
            
            
            57Section
                4.26.Government Approvals and Licenses; Compliance with Law
            
            
            58Section
                4.27.Engage Qualified Auditing Firms
            
            
            58Section
                4.28.Notes to Rank Senior
            
            
            58Section
                4.29.Compliance Certificate
            
            
            58Section
                4.30.   Additional Interest Notice
            
            
            59Section
                4.31.Reports by the Company and Provision of Information
            
            
            59Section
                4.32.Corporate Agreements.
            
            
            60Section
                4.33.Change in Foreign Ownership Restrictions.
            
            
            60ARTICLE
                5SUCCESSORSSection
                5.01.Merger, Consolidation and Sale of Assets
            
            
            60Section
                5.02.Successor Corporation Substituted
            
            
            62ARTICLE
                6REMEDIES
                OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULTSection
                6.01.Events of Default
            
            
            63Section
                6.02.Payments of Notes on Default; Suit Therefor
            
            
            66Section
                6.03.Application of Monies Collected by Trustee
            
            
            68Section
                6.04.Proceedings by Noteholder
            
            
            68Section
                6.05.Proceedings by Trustee
            
            
            69Section
                6.06.Remedies Cumulative and Continuing
            
            
            69




ii




Section
                6.07.Direction of Proceedings and Waiver of Defaults by Majority of Holders
                of
                the Notes
            
            
            70Section
                6.08.Notice of Default
            
            
            70Section
                6.09.Undertaking to Pay Costs
            
            
            71ARTICLE
                7THE
                TRUSTEESection
                7.01.Duties and Responsibilities of Trustee
            
            
            71Section
                7.02.Rights of Trustee
            
            
            72Section
                7.03.No
                Responsibility for Recitals, Etc
            
            
            75Section
                7.04.Trustee, Paying Agents, Conversion Agents, Collateral Agents, Common
                Depositary or Registrar May Own Notes
            
            
            75Section
                7.05.Monies to Be Held in Trust
            
            
            75Section
                7.06.Compensation and Expenses of Trustee
            
            
            75Section
                7.07.Eligibility and Disqualification of Trustee
            
            
            76Section
                7.08.Resignation or Removal of Trustee
            
            
            77Section
                7.09.Acceptance by Successor Trustee
            
            
            78Section
                7.10.Succession by Merger
            
            
            78Section
                7.11.Trustee’s Application for Instructions from the Company
            
            
            79Section
                7.12.Reports by Trustee to Holders
            
            
            79Section
                7.13.Certain Provisions
            
            
            80Section
                7.14.Preferential Collection of Claims against Company
            
            
            80ARTICLE
                8SUPPLEMENTAL
                INDENTURESSection
                8.01.Supplemental Indentures Without Consent of Noteholders
            
            
            80Section
                8.02.Supplemental Indenture with Consent of Noteholders
            
            
            82Section
                8.03.Effect of Supplemental Indenture
            
            
            83Section
                8.04.Notation on Notes
            
            
            84Section
                8.05.Evidence of Compliance of Supplemental Indenture to Be Furnished
                to
                Trustee
            
            
            84ARTICLE
                9GUARANTEESSection
                9.01.Guarantee
            
            
            84Section
                9.02.Limitation on Guarantor Liability
            
            
            86Section
                9.03.Execution and Delivery of Guarantee
            
            
            86Section
                9.04.Guarantors May Consolidate, etc., on Certain Terms
            
            
            87Section
                9.05.Releases Following Merger, Consolidation or Sale of Assets,
                Etc
            
            
            88




iii




ARTICLE
                10COLLATERAL
                AND SECURITYSection
                10.01.Security Documents
            
            
            88Section
                10.02.Future Guarantor Pledgors
            
            
            90Section
                10.03.Recording and Opinions
            
            
            91Section
                10.04.Release of Collateral
            
            
            92Section
                10.05.Authorization of Actions to Be Taken by the Trustee Under the Security
                Documents
            
            
            93Section
                10.06.Authorization of Receipt of Funds by the Trustee Under the Security
                Documents
            
            
            93Section
                10.07.Termination of Security Interest
            
            
            93ARTICLE
                11SATISFACTION
                AND DISCHARGE OF INDENTURESection
                11.01.Discharge of Indenture
            
            
            93Section
                11.02.Deposited Monies to Be Held in Trust by Trustee
            
            
            94Section
                11.03.Paying Agent to Repay Monies Held
            
            
            94Section
                11.04.Return of Unclaimed Monies
            
            
            95Section
                11.05.Reinstatement
            
            
            95ARTICLE
                12THE
                NOTEHOLDERSSection
                12.01.Action by Noteholders
            
            
            95Section
                12.02.Proof of Execution by Noteholders
            
            
            95Section
                12.03.Who Are Deemed Absolute Owners
            
            
            96Section
                12.04.Company-owned Notes Disregarded
            
            
            96Section
                12.05.Revocation of Consents; Future Holders Bound
            
            
            96ARTICLE
                13MEETINGS
                OF NOTEHOLDERSSection
                13.01.Purpose of Meetings
            
            
            97Section
                13.02.Call of Meetings by Company or Noteholders
            
            
            97Section
                13.03.Qualifications for Voting
            
            
            98Section
                13.04.Regulations
            
            
            98Section
                13.05.Voting
            
            
            98Section
                13.06.No
                Delay of Rights by Meeting
            
            
            99ARTICLE
                14CONVERSION
                OF NOTES




iv




Section
                14.01.Right to Convert
            
            
            99Section
                14.02.Exercise of Conversion Right; Issuance of Common Stock on Conversion;
                No
                Adjustment for Interest or Dividends
            
            
            100Section
                14.03.Cash Payments in Lieu of Fractional Shares
            
            
            101Section
                14.04.Conversion Rate
            
            
            102Section
                14.05.Adjustment of Conversion Rate
            
            
            102Section
                14.06.Effect of Reclassification, Consolidation, Merger or Sale
            
            
            111Section
                14.07.Taxes on Shares Issued
            
            
            112Section
                14.08.Reservation of Shares; Shares to Be Fully Paid; Compliance with
                Governmental Requirements; Listing of Common Stock
            
            
            112Section
                14.09.Responsibility of Trustee
            
            
            112Section
                14.10.Notice to Holders Prior to Certain Actions
            
            
            113Section
                14.11.Shareholder Rights Plans
            
            
            114ARTICLE
                15MISCELLANEOUS
                PROVISIONSSection
                15.01.Provisions Binding on Company’s Successors; Trust Indenture Act
                Controls
            
            
            114Section
                15.02.Official Acts by Successor Corporation
            
            
            114Section
                15.03.Addresses for Notices, Etc.
            
            
            115Section
                15.04.Governing Law, Consent to Jurisdiction and Service of
                Process
            
            
            116Section
                15.05.Evidence of Compliance with Conditions Precedent; Certificates to
                Trustee
            
            
            116Section
                15.06.Legal Holidays
            
            
            117Section
                15.07.Company Responsible for Making Calculations
            
            
            117Section
                15.08.Benefits of Indenture
            
            
            117Section
                15.09.Table of Contents, Headings, Etc.
            
            
            117Section
                15.10.Authenticating Agent
            
            
            118Section
                15.11.Indenture and Notes Solely Corporate Obligations
            
            
            118Section
                15.12.Execution in Counterparts
            
            
            119Section
                15.13.Severability
            
            
            119Section
                15.14.Appointment of Co-Trustee
            
            
            119





Exhibit
      A
      -  FORM
      OF
      NOTE


Exhibit
      B
      -  FORM
      OF
      NOTATION OF GUARANTEE


Exhibit
      C
      -  FORM
      OF
      CERTIFICATE OF TRANSFER


Exhibit
      D
      -  FORM
      OF
      RESTRICTIVE LEGEND FOR COMMON STOCK
      ISSUED UPON CONVERSION


Exhibit
      E
      -  FORM
      OF
      SECURITY DOCUMENTS


Exhibit
      F
      -  CORPORATE
      AGREEMENTS


v


INDENTURE




INDENTURE
      dated July 25, 2007, between ORIGIN
      AGRITECH LTD. ,
      a
      company incorporated in the British Virgin Islands (hereinafter called the
      “ **Company** ”),
      the
      parties listed on the signature pages hereto, and THE BANK OF NEW YORK, a New
      York banking corporation, as trustee hereunder (hereinafter called the
“ **Trustee** ”).




WITNESSETH:




WHEREAS,
      for its lawful corporate purposes, the Company has duly authorized the issue
      of
      its 1.0% Guaranteed Senior Secured Convertible Notes due 2012 (hereinafter
      called the “ **Notes** ”),
      in an
      aggregate principal amount of $40,000,000 and, to provide the terms and
      conditions upon which the Notes are to be authenticated, issued and delivered,
      the Company has duly authorized the execution and delivery of this Indenture;
      and




WHEREAS,
      for its lawful corporate purposes, each Guarantor has duly authorized the issue
      of its Guarantee of the Notes and, to provide the terms and conditions upon
      which the Guarantee is to be issued and delivered, each Guarantor has duly
      authorized the execution and delivery of this Indenture; and




WHEREAS,
      the Notes, the certificate of authentication to be borne by the Notes, a form
      of
      notation of Guarantee, a form of Assignment, a form of Purchase Notice and
      a
      form of Conversion Notice to be borne by the Notes are to be substantially
      in
      the forms hereinafter provided for; and




WHEREAS,
      all acts and things necessary to make the Notes, when executed by the Company
      and authenticated and delivered by the Trustee or a duly authorized
      authenticating agent, as in this Indenture provided, the valid, binding and
      legal obligations of the Company, and to constitute this Indenture a valid
      agreement according to its terms, have been done and performed, and the
      execution of this Indenture and the issue hereunder of the Notes have in all
      respects been duly authorized,




NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:




That
      in
      order to declare the terms and conditions upon which the Notes are, and are
      to
      be, authenticated, issued and delivered, and in consideration of the premises
      and of the purchase and acceptance of the Notes by the holders thereof, the
      Company covenants and agrees with the Trustee for the equal and proportionate
      benefit of the respective holders from time to time of the Notes (except as
      otherwise provided below), as follows:




ARTICLE
      1




DEFINITIONS




Section
      1.01.  Definitions .




The
      terms
      defined in this Section (except as herein otherwise expressly provided or unless
      the context otherwise requires) for all purposes of this Indenture and of any
      indenture supplemental hereto shall have the respective meanings specified
      in
      this Section. All other terms used in this Indenture that are defined in the
      Securities Act (except as herein otherwise expressly provided or unless the
      context otherwise requires) shall have the meanings assigned to such terms
      in
      the Securities Act as in force at the date of the execution of this Indenture.
      The words “herein”, “hereof”, “hereunder” and words of similar import refer to
      this Indenture as a whole and not to any particular Article, Section or other
      subdivision. The terms defined in this Article include the plural as well as
      the
      singular.









“ **Additional
      Assets** ”
      means:




(a)
      any
      Property (other than cash, Cash Equivalent and securities) to be owned by the
      Company or any of its Subsidiaries and used in a Related Business; or




(b)
      Capital Stock of a Person that becomes a Subsidiary of the Company as a result
      of the acquisition of such Capital Stock by the Company or another Subsidiary
      of
      the Company from any Person other than the Company or an Affiliate of the
      Company; *provided,
      however* ,
      that,
      in the case of clause (b), such Subsidiary is primarily engaged in a Related
      Business.




“ **Additional
      Interest** ”
means
      any additional interest payable on the outstanding Notes pursuant to Section
      2(d) of the Registration Rights Agreement.




“ **Affiliate** ”
of
      any
      specified Person means:




(a)
      any
      other Person directly or indirectly controlling or controlled by or under direct
      or indirect common control with such specified Person, or




(b)
      any
      other Person who is a director or officer of:




(1)
      such
      specified Person,




(2)
      any
      Subsidiary of such specified Person, or




(3)
      any
      Person described in clause (a) above.




For
      the
      purposes of this definition, “control,” when used with respect to any 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. For purposes of Section 4.12 and Section 4.14
      and
      the definition of “Additional Assets” only, “Affiliate” shall also mean any
      Beneficial Owner of shares representing 5% or more of the total voting power
      of
      the Voting Stock (on a fully diluted basis) of the Company or of rights or
      warrants to purchase such Voting Stock (whether or not currently exercisable)
      and any Person who would be an Affiliate of any such Beneficial Owner pursuant
      to the first sentence hereof. Notwithstanding the foregoing, in no event shall
      Citadel Equity Fund Ltd. or any of its Affiliates be considered an Affiliate
      of
      the Company.




“ **Applicable
      Procedures** ”
means,
      with respect to any transfer, repurchase or exchange of or for beneficial
      interests in any Global Note, the rules and procedures of Euroclear and
      Clearstream that apply to such transfer, repurchase or exchange.




2




“ **Asset
      Sale** ”
means
      any sale, lease, transfer, issuance or other disposition (or series of related
      sales, leases, transfers, issuances or dispositions) by the Company or any
      of
      its Subsidiaries, including any disposition by means of a merger, consolidation
      or similar transaction (each referred to for the purposes of this definition
      as
      a “disposition”), of




(a)
      any
      shares of Capital Stock of a Subsidiary of the Company (other than directors’
qualifying shares), or




(b)
      any
      other Property of the Company or any of its Subsidiaries outside of the ordinary
      course of business of the Company or such Subsidiary,




other
      than, in the case of clause (a) or (b) above,




(1)
      any
      disposition by a Subsidiary of the Company to the Company or by the Company
      or
      one of its Subsidiaries to a Wholly Owned Subsidiary,




(2)
      any
      disposition that constitutes a Permitted Investment or Restricted Payment
      permitted by Section 4.10,




(3)
      any
      disposition effected in compliance with the first paragraph of Section 5.01,




(4)
      any
      disposition of inventory of the Company or any of its Subsidiaries in the
      ordinary course of business, or inventory or other property that in the
      reasonable judgment of the Company have become uneconomic, obsolete or worn
      out,




(5)
      the
      sale or discount of accounts receivable in connection with the compromise or
      collection thereof in the ordinary course of business, and




(6)
      any
      disposition in a single transaction or a series of related transactions of
      assets for aggregate consideration of less than $2.5 million.




“ **Attributable
      Debt** ”
in
      respect of a Sale and Leaseback Transaction means, at any date of determination,




(a)
      if
      such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount
      of
      Debt represented thereby according to the definition of “Capital Lease
      Obligations,” and




(b)
      in
      all other instances, the present value (discounted at the weighted average
      interest rate borne by the Notes, compounded annually in the most recently
      completed twelve months) of the total obligations of the lessee for rental
      payments during the remaining term of the lease included in such Sale and
      Leaseback Transaction (including any period for which such lease has been
      extended).




“ **Average
      Life** ”
means,
      as of any date of determination, with respect to any Debt or Preferred Stock,
      the quotient obtained by dividing:




(a)
      the
      sum of the product of the numbers of years (rounded to the nearest one-twelfth
      of one year) from the date of determination to the dates of each successive
      scheduled principal payment of such Debt or redemption or similar payment with
      respect to such Preferred Stock multiplied by the amount of such payment by




3




(b)
      the
      sum of all such payments.




“ **Bankruptcy
      Law** ”
means
      Title 11, U.S. Code or any similar federal or state law for the relief of
      debtors, or the law of any other jurisdiction relating to bankruptcy,
      insolvency, winding up, liquidation, reorganization or relief of
      debtors.




“ **Beneficial
      Owner** ”
has
      the
      meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
      Act, except that in calculating the beneficial ownership of any particular
      “person” (as such term is used in Section 13(d)(3) of the Exchange Act), such
“person” shall be deemed to have beneficial ownership of all securities that
      such “person” has the right to acquire by conversion or exercise of other
      securities, whether such right is currently exercisable or is exercisable only
      upon the occurrence of a subsequent condition or passage of time. The terms
      “Beneficially Owns” and “Beneficially Owned” have a corresponding
      meaning.




“ **Board
      of Directors** ”
means
      (1) in respect of a corporation, the board of directors of the corporation,
      or
      (except if used in the definition of “Change of Control”) any duly authorized
      committee thereof; and (2) in respect of any other Person, the board or
      committee of that Person serving an equivalent function.




“ **Board
      Resolution** ”
of
      a
      Person means a copy of a resolution (in form and substance satisfactory to
      the
      Trustee) certified by the secretary or an assistant secretary (or individual
      performing comparable duties) of the applicable Person to have been duly adopted
      by the Board of Directors of such Person and to be in full force and effect
      on
      the date of such certification, and delivered to the Trustee.




“ **Business
      Day** ”
means
      any day other than a Legal Holiday.




“ **BVI** ”
means
      the British Virgin Islands.




“ **Capital
      Expenditures** ”
means
      expenditures (whether paid in cash or other consideration or accrued as a
      liability and including that portion of Capital Lease Obligations which is
      capitalized on the consolidated balance sheet of the Company and its
      Subsidiaries) by the Company and its Subsidiaries that, in conformity with
      GAAP,
      are included in “additions to property, plant and equipment” on the consolidated
      balance sheet of the Company and its Subsidiaries.




“ **Capital
      Lease Obligations** ”
means
      any obligation under a lease that is required to be capitalized for financial
      reporting purposes in accordance with GAAP; and the amount of Debt represented
      by such obligation shall be the capitalized amount of such obligations
      determined in accordance with GAAP; and the Stated Maturity thereof shall be
      the
      date of the last payment of rent or any other amount due under such lease prior
      to the first date upon which such lease may be terminated by the lessee without
      payment of a penalty. For purposes of Section 4.11 a Capital Lease Obligation
      shall be deemed secured by a Lien on the Property being leased.




4




“ **Capital
      Stock** ”
means,
      with respect to any Person, any shares or other equivalents (however designated)
      of any class of corporate stock or partnership interests or any other
      participations, rights, warrants, options or other interests in the nature
      of an
      equity interest in such Person, including Preferred Stock, but excluding any
      debt security convertible or exchangeable into such equity
      interest.




“ **Capital
      Stock Sale Proceeds** ”
means
      the aggregate cash proceeds received by the Company from the issuance or sale
      (other than to a Subsidiary of the Company or an employee stock ownership plan
      or trust established by the Company or any such Subsidiary for the benefit
      of
      their employees) by the Company of its Capital Stock (other than Disqualified
      Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees,
      underwriters’ or placement agents’ fees, discounts or commissions and brokerage,
      consultant and other fees actually incurred in connection with such issuance
      or
      sale and net of taxes paid or payable as a result thereof.




“ **Cash
      Equivalents** ”
means
      any of the following:




(a)
      Investments in U.S. Government Securities maturing within 365 days of the date
      of acquisition thereof;




(b)
      Investments in time deposit accounts, certificates of deposit and money market
      deposits maturing within 90 days of the date of acquisition thereof issued
      by a
      bank or trust company organized under the laws of the United States of America
      or any state thereof having capital, surplus and undivided profits aggregating
      in excess of $500 million and whose long-term debt is rated “A-3” or “A-” or
      higher according to Moody’s or S&P (or such similar equivalent rating by at
      least one “nationally recognized statistical rating organization” (as defined in
      Rule 436 under the Securities Act));




(c)
      repurchase obligations with a term of not more than 30 days for underlying
      securities of the types described in clause (a) entered into with:




(1)
      a
      bank meeting the qualifications described in clause (b) above, or




(2)
      any
      primary government securities dealer reporting to the Market Reports Division
      of
      the Federal Reserve Bank of New York;




(d)
      Investments in commercial paper, maturing not more than 90 days after the date
      of acquisition, issued by a corporation (other than an Affiliate of the Company)
      organized and in existence under the laws of the United States of America with
      a
      rating at the time as of which any Investment therein is made of “P-1” (or
      higher) according to Moody’s or “A-1” (or higher) according to S&P (or such
      similar equivalent rating by at least one “nationally recognized statistical
      rating organization” (as defined in Rule 436 under the Securities
      Act));




(e)
      direct obligations (or certificates representing an ownership interest in such
      obligations) of any state of the United States of America (including any agency
      or instrumentality thereof) for the payment of which the full faith and credit
      of such state are pledged and which are not callable or redeemable at the
      issuer’s option, *provided* that:




5




(1)
      the
      long-term debt of such state is rated “A-3” or “A-” or higher according to
      Moody’s or S&P (or such similar equivalent rating by at least one
“nationally recognized statistical rating organization” (as defined in Rule 436
      under the Securities Act)), and




(2)
      such
      obligations mature within 180 days of the date of acquisition thereof;
      and




(f)
      time
      deposit accounts, certificates of deposit and money market deposits with (i)
      Bank of China, Industrial and Commercial Bank of China, China Construction
      Bank
      and China Merchants Bank or (ii) any other bank or trust company organized
      under
      the laws of the PRC whose long-term debt is rated as high or higher than any
      of
      those banks.




“ **Change
      of Control** ”
means
      the occurrence of any of the following events:




(a)
      the
      Permitted Holders cease to be the Beneficial Owners, directly or indirectly,
      of
      at least 30% (on a fully diluted basis) of the total voting power of the Voting
      Stock of the Company, whether as a result of the issuance of securities of
      the
      Company, any merger, consolidation, liquidation or dissolution of the Company,
      any direct or indirect transfer of securities by the Permitted Holders or
      otherwise (for purposes of this definition of “Chang of Control”, the Permitted
      Holders will be deemed to Beneficially Own any Voting Stock of a specified
      corporation held by a parent corporation so long as the Permitted Holders
      Beneficially Own, directly or indirectly, in the aggregate more than 30% of
      the
      total voting power of the Voting Stock of such parent corporation);
      or




(c)
      any
“person” or “group” of related persons (as such terms are used in Sections 13(d)
      and 14(d) of the Exchange Act), other than one or more Permitted Holders, acquires
      Control of the Company. The term “Control” as used in the preceding sentence
      means the right to appoint and/or remove all or the majority of the members
      of
      the Company’s Board of Directors or other governing body, whether obtained
      directly or indirectly, and whether obtained by ownership of share capital,
      the
      possession of voting rights, contract or otherwise ;
      or




(c)
      any
“person” or “group” of related persons (as such terms are used in Sections 13(d)
      and 14(d) of the Exchange Act), other than one or more Permitted Holders, is
      or
      becomes the Beneficial Owner, directly or indirectly, of more than 50% (on
      a
      fully diluted basis) of the total voting power of the Voting Stock of the
      Company (or its successor by merger, consolidation or purchase of all or
      substantially all of its assets) (for the purposes of this definition of “Change
      of Control”, such person or group shall be deemed to Beneficially Own any Voting
      Stock of a specified corporation held by a parent corporation so long as such
      person or group Beneficially Owns, directly or indirectly, in the aggregate
      more
      than 50% of the total voting power of the Voting Stock of such parent
      corporation); or




(d)
      the
      sale, transfer, assignment, lease, conveyance or other disposition, directly
      or
      indirectly, of all or substantially all the Property of the Company and its
      Subsidiaries, considered as a whole (other than a disposition of such Property
      as an entirety or virtually as an entirety to a Wholly Owned Subsidiary or
      one
      or more Permitted Holders), shall have occurred, or the Company merges,
      consolidates or amalgamates with or into any other Person (other than one or
      more Permitted Holders) or any other Person (other than one or more Permitted
      Holders) merges, consolidates or amalgamates with or into the Company, in any
      such event pursuant to a transaction in which the outstanding Voting Stock
      of
      the Company is reclassified into or exchanged for cash, securities or other
      Property, other than any such transaction where:




6




(1)
      the
      outstanding Voting Stock of the Company is reclassified into or exchanged for
      other Voting Stock of the Company or for Voting Stock of the Surviving Person,
      and




(2)
      the
      holders of the Voting Stock of the Company immediately prior to such transaction
      own, directly or indirectly, not less than a majority of the Voting Stock of
      the
      Company or the Surviving Person immediately after such transaction and in
      substantially the same proportion as before the transaction; or




(e)  Continuing
      Directors cease for any reason to constitute a majority of the Board of
      Directors of the Company then in office; or




(f)  the
      shareholders of the Company shall have approved any plan of liquidation or
      dissolution of the Company.




“ **Clearstream** ” ** means
      Clearstream Banking, *société
      anonyme* ,
      and any
      successor thereto.




“ **Closing
      Sale Price** ”
of
      the
      shares of Common Stock on any date means (i) if Common Stock is primarily traded
      on a securities exchange, the last sale price on such securities exchange on
      the
      applicable day, or if no sale occurred on such day, the mean between the closing
      “bid” and “asked” prices on such day, (ii) if the principal market for Common
      Stock is in the over-the-counter market, the closing sale price on the
      applicable day as published by The NASDAQ Stock Market, Inc. or similar
      organization, or if such price is not so published on such day, the mean between
      the closing “bid” and “asked” prices, if available, on such day, which prices
      may be obtained from any reputable pricing service, broker or dealer, and (iii)
      if neither clause (i) nor clause (ii) is applicable, the Fair Market Value
      as
      determined in good faith by the Board of Directors of the Company or an
      Independent Financial Advisor, as applicable. The Closing Sale Price shall
      be
      determined based on regular market hours without reference to extended after
      hours trading or pre-market trading.




“ **Code** ”
means
      the U.S. Internal Revenue Code of 1986, as amended.




“ **Collateral** ”
means
      all the collateral described in the Security Documents.




“ **Collateral
      Agent** ”
means
      The Bank of New York, and any successor collateral agent appointed pursuant
      to
      the terms of this Indenture.




“ **Commission** ”
means
      the U.S. Securities and Exchange Commission.




“ **Commodity
      Price Protection Agreement** ”
means,
      in respect of a Person, any forward contract, commodity swap agreement,
      commodity option agreement or other similar agreement or arrangement designed
      to
      protect such Person against fluctuations in commodity prices.




“ **Common
      Depositary** ”
means,
      with respect to the Notes issuable or issued in global form, The Bank of New
      York Depository (Nominees) Limited, or registered assigns, as the Common
      Depositary for Euroclear and Clearstream with respect to the Notes, and any
      and
      all successors thereto appointed as depositary hereunder and having become
      such
      pursuant to the applicable provisions of this Indenture.




7




“ **Common
      Stock** ”
means
      any stock 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. Subject to the provisions of Section
      14.06 ,
      however, shares issuable on conversion of Notes shall include only shares of
      the
      class designated as common stock of the Company at the date of this Indenture
      (namely, the Common Stock, with no par value) 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 on conversion shall be substantially in the
      proportion which the total number of shares of such class resulting from all
      such reclassifications bears to the total number of shares of all such classes
      resulting from all such reclassifications.




“ **Company** ”
means
      the limited liability company named as the “Company” in the first paragraph of
      this Indenture, and, subject to the provisions of Article
      5 and Section
      14.06 ,
      shall
      include its successors and assigns and, for purposes of any provision contained
      herein and required by the TIA, each other obligor on the indenture
      securities.




“ **Consigning
      Shareholders** ”
means
      Dr. Han Gengchen, Mr. Yang Yasheng, Mr. Yuan Liang, Mr. Zhao Yuping, Mr. Zhang
      Weidong, Mr. Chen Weicheng, Mr. Zhang Yingli and each other Person from time
      to
      time owning shares in an Operating Subsidiary.




“ **Consolidated
      Interest Expense** ”
means,
      for any period, the total interest expense of the Company and its consolidated
      Subsidiaries, plus, to the extent not included in such total interest expense,
      and to the extent Incurred by the Company or its Subsidiaries, without
      duplication,




(a)
      interest expense attributable to leases constituting part of a Sale and
      Leaseback Transaction and to Capital Lease Obligations,




(b)
      amortization of debt discount and debt issuance cost, including commitment
      fees,




(c)
      capitalized interest,




(d)
      non-cash interest expense,




(e)
      commissions, discounts and other fees and charges owed with respect to letters
      of credit and banker’s acceptance financing,




(f)
      net
      costs associated with Hedging Obligations (including amortization of fees),




(g)
      Disqualified Stock Dividends (other than dividends payable in Capital Stock
      other than Disqualified Stock),




8




(h)
      Preferred Stock Dividends (other than dividends payable in Capital Stock other
      than Disqualified Stock) of Subsidiaries,




(i)
      interest accruing on any Debt of any other Person to the extent such Debt is
      guaranteed by the Company or any of its Subsidiaries, and




(j)
      the
      cash contributions to any employee stock ownership plan or similar trust, if
      any
      and to the extent such contributions are used by such plan or trust to pay
      interest or fees to any Person (other than the Company) in connection with
      Debt
      Incurred by such plan or trust.




“ **Consolidated
      Net Income** ”
means,
      for any period, the net income (loss) of the Company and its consolidated
      Subsidiaries; *provided,
      however,* that
      there shall not be included in such Consolidated Net Income:




(a)
      any
      net income (loss) of any Person (other than the Company) if such Person is
      not a
      Subsidiary of the Company, except that:




(1)
      subject to the exclusions contained in clauses (c), (d) and (e) below, equity
      of
      the Company and its consolidated Subsidiaries in the net income of any such
      Person for such period shall be included in such Consolidated Net Income up
      to
      the aggregate amount of cash distributed by such Person during such period
      to
      the Company or any of its Subsidiaries as a dividend or other distribution
      (subject, in the case of a dividend or other distribution to such Subsidiary,
      to
      the limitations contained in clause (b) below), and




(2)
      the
      equity of the Company and its consolidated Subsidiaries in a net loss of any
      such Person for such period shall be included in determining such Consolidated
      Net Income,




(b)
      any
      net income (loss) of any Subsidiary of the Company if such Subsidiary is subject
      to restrictions, directly or indirectly, on the payment of dividends or the
      making of distributions, directly or indirectly, to the Company, except
      that:




(1)
      subject to the exclusions contained in clauses (c), (d) and (e) below, the
      equity of the Company and its consolidated Subsidiaries in the net income of
      any
      such Subsidiary for such period shall be included in such Consolidated Net
      Income up to the aggregate amount of cash distributed by such Subsidiary during
      such period to the Company or another of its Subsidiaries as a dividend or
      other
      distribution (subject, in the case of a dividend or other distribution to
      another Subsidiary of the Company, to the limitation contained in this clause),
      and




(2)
      the
      equity of the Company and its consolidated Subsidiaries in a net loss of any
      such Subsidiary for such period shall be included in determining such
      Consolidated Net Income,




(c)
      any
      gain (but not loss) realized upon the sale or other disposition of any Property
      of the Company or any of its consolidated Subsidiaries (including pursuant
      to
      any Sale and Leaseback Transaction) that is not sold or otherwise disposed
      of in
      the ordinary course of business,




9




(d)
      any
      extraordinary gain or loss, and




(e)
      the
      cumulative effect of a change in accounting principles.




“ **Consolidated
      Net Worth** ”
means
      the total of the amounts shown on the consolidated balance sheet of the Company
      and its Subsidiaries as of the end of the most recent Fiscal Quarter of the
      Company ending prior to the taking of any action for the purpose of which the
      determination is being made, as:




(a)
      the
      par or stated value of all outstanding Capital Stock of the Company, plus




(b)
      paid-in capital or capital surplus relating to such Capital Stock, plus




(c)
      any
      retained earnings or earned surplus, less:




(1)
      any
      accumulated deficit, and




(2)
      any
      amounts attributable to Disqualified Stock or any equity security convertible
      into or exchangeable for Debt, the cost of treasury stock and the principal
      amount of any promissory notes receivable from the sale of Capital Stock of
      the
      Company or any of its Subsidiaries, each item to be determined in conformity
      with GAAP.




“ **Consolidated
      Net Tangible Worth** ”
means,
      as of any date of determination, the Consolidated Net Worth less the Intangible
      Assets.




“ **Continuing
      Directors** ”
means,
      as of any date of determination, any member of the Board of Directors who (a)
      was a member of the Board of Directors on the date of this Indenture or (b)
      was
      nominated for election to the Board of Directors by, or whose election was
      ratified with the approval of, a majority of the Continuing Directors who were
      members of the Board of Directors at the time of such nomination or
      election.




“ **Conversion
      Price** ”
as
      of
      any day will equal $100,000 divided by the Conversion Rate as of such
      date.




“ **Corporate
      Agreements** ”
means
      the contractual arrangements and agreements (including, without limitation,
      with
      respect to the consignment of equity interests, the provision of technical
      and
      consulting services and the transfer of intellectual property) between SHHL,
      Origin Biotechnology, the Operating Subsidiaries and such Operating Subsidiaries
      respective shareholders as set out in Exhibit
      F hereto.




“ **Corporate
      Trust Office** ”
shall
      be the address of the Trustee specified in Section
      15.03 hereof,
      or such other address as to which the Trustee may give notice to the
      Company.




“ **Credit
      Facilities** ”
means,
      with respect to the Operating Subsidiaries, one or more debt or commercial
      paper
      facilities with banks or other institutional lenders in the PRC providing for
      revolving credit loans, term loans, receivables or inventory financing
      (including through the sale of receivables or inventory to such lenders or
      to
      special purpose, bankruptcy remote entities formed to borrow from such lenders
      against such receivables or inventory) or trade letters of credit, in each
      case
      together with any Refinancings thereof by any lender or syndicate of lenders.




10




“ **Currency
      Exchange Protection Agreement** ”
means,
      in respect of a Person, any foreign exchange contract, currency swap agreement,
      currency option or other similar agreement or arrangement designed to protect
      such Person against fluctuations in currency exchange rates.




“ **Custodian** ”
means,
      with respect to the Notes issuable or issued in global form, the Person
      specified in Section
      2.02(e) as
      Custodian with respect to the Notes, and any and all successors thereto
      appointed as custodian hereunder and having become such pursuant to the
      applicable provisions of this Indenture.




“ **Debt** ”
means,
      with respect to any Person on any date of determination (without
      duplication):




(a)
      the
      principal of and premium (if any) in respect of:




(1)
      debt
      of such Person for money borrowed, and




(2)
      debt
      evidenced by notes, debentures, bonds or other similar instruments for the
      payment of which such Person is responsible or liable;




(b)
      all
      Capital Lease Obligations of such Person and all Attributable Debt in respect
      of
      Sale and Leaseback Transactions entered into by such Person;




(c)
      all
      obligations of such Person representing the deferred purchase price of Property,
      all conditional sale obligations of such Person and all obligations of such
      Person under any title retention agreement (but excluding trade accounts payable
      arising in the ordinary course of business);




(d)
      all
      obligations of such Person for the reimbursement of any obligor on any letter
      of
      credit, banker’s acceptance or similar credit transaction (other than
      obligations with respect to letters of credit securing obligations (other than
      obligations described in (a) through (c) above) entered into in the ordinary
      course of business of such Person to the extent such letters of credit are
      not
      drawn upon or, if and to the extent drawn upon, such drawing is reimbursed
      no
      later than the third Business Day following receipt by such Person of a demand
      for reimbursement following payment on the letter of credit);




(e)
      the
      amount of all obligations of such Person with respect to the Repayment of any
      Disqualified Stock or, with respect to any Subsidiary of such Person, any
      Preferred Stock (but excluding, in each case, any accrued dividends);




(f)
      all
      obligations of the type referred to in clauses (a) through (e) above of other
      Persons and all dividends of other Persons for the payment of which, in either
      case, such Person is responsible or liable, directly or indirectly, as obligor,
      guarantor or otherwise, including by means of any guarantee;




11




(g)
      all
      obligations of the type referred to in clauses (a) through (f) above of other
      Persons secured by any Lien on any Property of such Person (whether or not
      such
      obligation is assumed by such Person), the amount of such obligation being
      deemed to be the lesser of the Fair Market Value of such Property and the amount
      of the obligation so secured; and




(h)
      to
      the extent not otherwise included in this definition, Hedging Obligations of
      such Person.




The
      amount of Debt of any Person at any date shall be the outstanding balance,
      or
      the accreted value of such Debt in the case of Debt issued with original issue
      discount, at such date of all unconditional obligations as described above
      and
      the maximum liability, upon the occurrence of the contingency giving rise to
      the
      obligation, of any contingent obligations at such date. The amount of Debt
      represented by a Hedging Obligation shall be equal to  the
      notional amount of such Hedging Obligation.




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




“ **Definitive
      Note** ”
means
      a
      certificated Note registered in the name of the holder thereof and issued in
      accordance with Section
      2.05 or 2.07 hereof,
      in substantially the form of Exhibit
      A hereto
      except that such Note shall not bear the Global Note Legend and shall not have
      the “Schedule of Exchanges of Interests in the Global Note” attached
      thereto.




“ **Disqualified
      Stock** ”
means
      any Capital Stock of the Company or any of its Subsidiaries that by its terms
      (or by the terms of any security into which it is convertible or for which
      it is
      exchangeable, in either case at the option of the holder thereof) or
      otherwise:




(a)
      matures or is mandatorily redeemable pursuant to a sinking fund obligation
      or
      otherwise,




(b)
      is or
      may become redeemable or repurchaseable at the option of the holder thereof
      (except that any Capital Stock that would constitute Disqualified Stock solely
      because the holders of such Capital Stock have the right to require the Company
      to repurchase such Capital Stock upon the occurrence of a Change of Control
      or
      an Asset Sale shall not constitute Disqualified Stock if the terms of such
      Capital Stock provide that the Company may not repurchase or redeem any such
      Capital Stock pursuant to such provisions unless such repurchase or redemption
      complies with Section
      4.10 hereof),
      in whole or in part, or




(c)
      is
      convertible or exchangeable at the option of the holder thereof for Debt or
      Disqualified Stock,




on
      or
      prior to, in the case of clause (a), (b) or (c), the first anniversary of the
      Stated Maturity of the Notes.




“ **Disqualified
      Stock Dividends** ”
means
      all dividends with respect to Disqualified Stock of the Company held by Persons
      other than a Wholly Owned Subsidiary. The amount of any such dividend shall
      be
      equal to the quotient obtained by dividing such dividend by the difference
      between one and the maximum statutory federal and/or other applicable income
      tax
      rate (expressed as a decimal number between 1 and 0) then applicable to the
      Company.




12




“ **EBITDA** ”
means,
      for any period, an amount equal to, for the Company and its consolidated
      Subsidiaries:




(a)
      the
      sum of Consolidated Net Income for such period, plus the following to the extent
      reducing Consolidated Net Income for such period:




(1)
      the
      provision for taxes based on income or profits or utilized in computing net
      loss,




(2)
      Consolidated Interest Expense,




(3)
      depreciation,




(4)
      amortization of intangibles, and




(5)
      any
      other non-cash items (other than any such non-cash item to the extent that
      it
      represents an accrual of, or reserve for, cash expenditures in any future period
      or amortization of a prepaid cash expense paid in a period prior to the period
      that is subject to calculation), minus




(b)
      all
      non-cash items increasing Consolidated Net Income for such period.




Notwithstanding
      the foregoing clause (a), the provision for taxes and the depreciation,
      amortization and non-cash items of a Subsidiary of the Company shall be added
      to
      Consolidated Net Income to compute EBITDA only to the extent (and in the same
      proportion) that the net income of such Subsidiary was included in calculating
      Consolidated Net Income and only if a corresponding amount would be permitted
      at
      the date of determination to be dividended to the Company by such Subsidiary
      without prior approval (that has not been obtained), pursuant to the terms
      of
      its charter and all agreements, instruments, judgments, decrees, orders,
      statutes, rules and governmental regulations applicable to such Subsidiary
      or
      its shareholders.




“ **Euroclear** ”
means
      Euroclear Bank, S.A./N.V., and any successor thereto.




“ **Exchange
      Act** ”
means
      the U.S. Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder, as in effect from time to time.




“ **Ex-Dividend
      Time** ”
means,
      with respect to any distribution on shares of Common Stock, the first date
      on
      which the shares of Common Stock trade regular way on the principal securities
      market on which the shares of Common Stock are then traded without the right
      to
      receive such distribution.




“ **Fair
      Market Value** ”
means,
      with respect to any Property at the time of determination, the price that could
      be negotiated in an arm’s-length free market transaction, for cash, between a
      willing seller and a willing buyer, neither of whom is under undue pressure
      or
      compulsion to complete the transaction. Fair Market Value shall be determined,
      except as otherwise provided,




13




(a)
      if
      such Property has a Fair Market Value equal to or less than $1.0 million, by
      any
      Officer of the Company,




(b)
      if
      such Property has a Fair Market Value in excess of $1.0 million, by a majority
      of the Board of Directors and evidenced by a Board Resolution delivered to
      the
      Trustee, or




(c)
      if
      such Property has a Fair Market Value in excess of $5.0 million, by an
      Independent Financial Advisor and evidenced by a written opinion from such
      Independent Financial Advisor dated within 30 days of the relevant transaction
      delivered to the Trustee.




“ **Financial
      and Operational Trigger** ”
means,
      for the Company and its Subsidiaries on a consolidated basis, that net income
      for the fiscal year ending September 30, 2008 shall be less than US$16,000,000
      (or its equivalent in RMB, calculated at the exchange rate for conversion of
      US
      dollars into RMB quoted by the People’s Bank of China on the last Business Day
      of such Fiscal Quarter).




The
      calculation of “net
      income” for the purposes of this definition shall be as reported in the
      Company’s audited financial statements for the applicable fiscal year, and shall
      be made in accordance with GAAP consistently applied, after deducting “income
      tax expense” and the amount, if any, for minority interest that may arise, but
      without adding any “other comprehensive income” or any extraordinary income and
      without deducting any non-cash interest expense.




“ **Fiscal
      Quarter** ”
means
      each of the three month periods ending on March 31, June 30, September 30 and
      December 31.




“ **GAAP** ”
means
      United States generally accepted accounting principles as in effect on the
      Issue
      Date, including those set forth in:




(a)
      the
      opinions and pronouncements of the Accounting Principles Board of the American
      Institute of Certified Public Accountants,




(b)
      the
      statements and pronouncements of the Financial Accounting Standards Board,




(c)
      such
      other statements by such other entity as approved by a significant segment
      of
      the accounting profession, and




(d)
      the
      rules and regulations of the Commission governing the inclusion of financial
      statements (including *pro
      forma* financial
      statements) in periodic reports required to be filed pursuant to Section 13
      of
      the Exchange Act, including opinions and pronouncements in staff accounting
      bulletins and similar written statements from the accounting staff of the
      Commission.




All
      ratios and computations based on GAAP contained in this Indenture will be
      computed in conformity with GAAP.




14




“ **Global
      Note Legend** ”
means
      the legend set forth on all Global Notes issued under this
      Indenture.




“ **Global
      Notes** ”
means
      the global Notes in the form of Exhibit
      A hereto
      issued in accordance with Article
      2 hereof.




“ **Governmental
      Approval** ”
means
      any authorization of or by, consent of, approval of, license from, ruling of,
      permit from, tariff by, rate of, certification by, exemption from, filing with
      (except any filing relating to the perfection of security interests), variance
      from, claim of, order from, judgment from, decree of, publication to or by,
      notice to, declaration of or with or registration by or with any Governmental
      Authority, whether tacit or express.




“ **Governmental
      Authority** ”
means
      any federal, state, national, provincial, municipal, local, territorial or
      other
      government department, ministry (including local counterparts thereof),
      commission, board, agency, regulatory authority, instrumentality, judicial
      or
      administrative body, domestic or foreign.




“ **guarantee** ”
means
      any obligation, contingent or otherwise, of any Person directly or indirectly
      guaranteeing any Debt of any other Person and any obligation, direct or
      indirect, contingent or otherwise, of such Person:




(a)  to
      purchase or pay (or advance or supply funds for the purchase or payment of)
      such
      Debt of such other Person (whether arising by virtue of partnership
      arrangements, or by agreements to keep-well, to purchase assets, goods,
      securities or services, to take-or-pay or to maintain financial statement
      conditions or otherwise), or




(b)  entered
      into for the purpose of assuring in any other manner the obligee against loss
      in
      respect thereof (in whole or in part);




*provided,
      however,* that the
      term “guarantee” shall not include:




(1)
      endorsements for collection or deposit in the ordinary course of business,
      or




(2)
      a
      contractual commitment by one Person to invest in another Person for so long
      as
      such Investment is reasonably expected to constitute a Permitted Investment
      under clause (a), (b) or (c) of the definition of “Permitted Investment.”




The
      term
“guarantee” used as
      a verb
      has a corresponding meaning. The term “guarantor” shall mean any Person
      Guarantee ing
      any
      obligation.




“ **Guarantee** ”
means
      the Guarantee of the Notes by each of the Guarantors pursuant to Article
      9 and in
      the form of the Guarantee attached as Exhibit
      B and any
      additional Guarantee of the Notes to be executed by any Subsidiary of the
      Company pursuant to Section
      4.18 .




15




“ **Guarantor** ”
means
      SHHL, and any other Subsidiary of the Company that becomes a Guarantor pursuant
      to Section
      4.18 or who
      otherwise executes and delivers a supplemental indenture (in form satisfactory
      to the Trustee) to the Trustee providing for a Guarantee; *provided* that any
      Person constituting a Guarantor as described above shall cease to constitute
      a
      Guarantor when its respective Guarantee is released in accordance with the
      terms
      of this Indenture.




“ **Hedging
      Obligation** ”
of
      any
      Person means any obligation of such Person pursuant to any Interest Rate
      Agreement, Currency Exchange Protection Agreement, Commodity Price Protection
      Agreement or any other similar agreement or arrangement




“ **Incur** ”
means,
      with respect to any Debt or other obligation of any Person, to create, issue,
      incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee
      or become liable in respect of such Debt or other obligation or the recording,
      as required pursuant to GAAP or otherwise, of any such Debt or obligation on
      the
      balance sheet of such Person (and “Incurrence” and “Incurred” shall have
      meanings correlative to the foregoing); *provided,
      however,* that a
      change in GAAP that results in an obligation of such Person that exists at
      such
      time, and is not theretofore classified as Debt, becoming Debt shall not be
      deemed an Incurrence of such Debt; and *provided
      further* , *however* ,
      that
      any Debt or other obligations of a Person existing at the time such Person
      becomes a Subsidiary (whether by merger, consolidation, acquisition or
      otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
      becomes a Subsidiary.




“ **Indenture** ”
means
      this instrument as originally executed or, if amended or supplemented as herein
      provided, as so amended or supplemented.




“ **Independent
      Financial Advisor** ”
means
      an investment banking firm of international standing or any third party
      appraiser of international standing, *provided* that
      such firm or appraiser is not an Affiliate of the Company.




“ **Initial
      Security Documents** ”
means
      (i) the Share Charge dated on or about the date hereof granted by the Company
      in
      favor of the Collateral Agent in respect of shares held in SHHL, and (ii) the
      Equity Pledge given by SHHL in favor of the Collateral Agent over all its equity
      interests in Origin Biotechnology.




“ **Intangible
      Assets** ” ** shall
      mean as of the date of any determination thereof the total amount of all assets
      of the Company and its Subsidiaries classified as goodwill, patents, trade
      names, trademarks, copyrights, franchises, experimental expense, organization
      expense, unamortized debt discount and expense, deferred assets other than
      prepaid insurance and prepaid taxes, the excess of cost of shares acquired
      over
      book value of related assets and such other assets as are properly classified
      as
“ *intangible
      assets* ”
in
      accordance with GAAP.




“ **Interest** ”
means,
      when used with reference to the Notes, any interest payable under the terms
      of
      the Notes, including Additional Interest, if any.




“ **Interest
      Rate Agreement** ”
means,
      for any Person, any interest rate swap agreement, interest rate cap agreement,
      interest rate collar agreement or other similar agreement designed to protect
      against fluctuations in interest rates.




“ **Investment** ”
by
      any
      Person means any direct or indirect loan (other than advances to customers
      in
      the ordinary course of business that are recorded as accounts receivable on
      the
      balance sheet of such Person), advance or other extension of credit or capital
      contribution (by means of transfers of cash or other Property to others or
      payments for Property or services for the account or use of others, or
      otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase
      or
      acquisition of Capital Stock, bonds, notes, debentures or other securities
      or
      evidence of Debt issued by, any other Person.




16




In
      determining the amount of any Investment made by transfer of any Property other
      than cash, such Property shall be valued at its Fair Market Value at the time
      of
      such Investment.




“ **Investor
      Rights Agreement** ”
means
      the investor rights agreement dated the Issue Date by and among the Company,
      the
      Shareholders and Citadel Equity Fund Ltd.




“ **Issue
      Date** ”
means
      July 25, 2007.




“ **Legal
      Holiday** ”
means
      a
      Saturday, a Sunday or a day on which banking institutions in the City of New
      York, the PRC, London, England, Hong Kong, the city in which the Corporate
      Trust
      Office of the Trustee is located or any other place of payment on the Notes
      are
      authorized by law, regulation or executive order to remain closed.




“ **Leverage
      Ratio** ”
means,
      as at any date of determination, the ratio of:




(a)
      the
      outstanding Debt of the Company and its Subsidiaries on a consolidated basis
      as
      at the date of determination, to




(b)
      aggregate EBITDA for the most recently completed four Fiscal Quarters prior
      to
      such date of determination;




(1)
      if:




(A)  since
      the
      beginning of such period the Company or any of its Subsidiaries has Incurred
      any
      Debt that remains outstanding or Repaid any Debt, or




(B)  the
      transaction giving rise to the need to calculate the Leverage Ratio is an
      Incurrence or Repayment of Debt,




17




Consolidated
      Interest Expense for such period shall be calculated after giving effect on
      a *pro
      forma* basis
      to
      such Incurrence or Repayment as if such Debt was Incurred or Repaid on the
      first
      day of such period, *provided* that,
      in
      the event of any such Repayment of Debt, EBITDA for such period shall be
      calculated as if the Company or such Subsidiary had not earned any interest
      income actually earned during such period in respect of the funds used to Repay
      such Debt, and *provided
      further* that the
      amount of Debt Incurred under revolving credit facilities shall be deemed to
      be
      the average daily balance of such Debt during such period (or any shorter period
      in which such facilities are outstanding) and




(2)
      if:




(A)
      since
      the beginning of such period, the Company or any of its Subsidiaries shall
      have
      made any Asset Sale or an Investment (by merger or otherwise) in any Subsidiary
      of the Company (or any Person that becomes such a Subsidiary) or an acquisition
      of Property,




(B)
      the
      transaction giving rise to the need to calculate the Leverage Ratio is such
      an
      Asset Sale, Investment or acquisition, or




(C)
      since
      the beginning of such period any Person (that subsequently became a Subsidiary
      of the Company or was merged with or into the Company or any of its Subsidiaries
      since the beginning of such period) shall have made such an Asset Sale,
      Investment or acquisition,




EBITDA
      for such period shall be calculated after giving *pro
      forma* effect
      to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment
      or acquisition occurred on the first day of such period.




If
      any
      Debt bears a floating rate of interest and is being given *pro
      forma* effect,
      the interest expense on such Debt shall be calculated as if the base interest
      rate in effect for such floating rate of interest on the date of determination
      had been the applicable base interest rate for the entire period (taking into
      account any Interest Rate Agreement applicable to such Debt if such Interest
      Rate Agreement has a remaining term in excess of 12 months). In the event the
      Capital Stock of any Subsidiary of the Company is sold during the period, the
      Company shall be deemed, for purposes of clause (1) above, to have Repaid during
      such period the Debt of such Subsidiary to the extent the Company and its
      continuing Subsidiaries are no longer liable for such Debt after such
      sale.




“ **Lien** ”
means,
      with respect to any Property of any Person, any mortgage or deed of trust,
      pledge, hypothecation, assignment, deposit arrangement, security interest,
      lien,
      charge, easement (other than any easement not materially impairing usefulness
      or
      marketability), encumbrance, preference, priority or other security agreement
      or
      preferential arrangement of any kind or nature whatsoever on or with respect
      to
      such Property (including any Capital Lease Obligation, conditional sale or
      other
      title retention agreement having substantially the same economic effect as
      any
      of the foregoing or any Sale and Leaseback Transaction).




“ **Material
      Adverse Effect** ”
means
      a
      material adverse effect on (a) the property, business, operations, financial
      condition, liabilities or capitalization of the Company or any of its
      Subsidiaries, (b) the ability of any such Person to perform its payment
      obligations or any of its material obligations under any of the Transaction
      Documents to which such Person is a party, (c) the validity or enforceability
      of
      any of the Transaction Documents, (d) the material rights and remedies of the
      Trustee or the Collateral Agent, under any of the Transaction Documents or
      (e)
      the timely payment of any principal or premium of, or interest on, any of the
      Notes.




“ **Moody’s** ”
means
      Moody’s Investors Service, Inc. or any successor to the rating agency business
      thereof.




“ **Net
      Available Cash** ”
from
      any Asset Sale means cash payments received therefrom (including any cash
      payments received by way of deferred payment of principal pursuant to a note
      or
      installment receivable or otherwise, but only as and when received, but
      excluding any other consideration received in the form of assumption by the
      acquiring Person of Debt or other obligations relating to the Property that
      is
      the subject of such Asset Sale or received in any other non-cash form), in
      each
      case net of:




18




(a)
      all
      legal, title and recording tax expenses, commissions and other fees and expenses
      incurred, and all U.S. federal, state, national, provincial, foreign and local
      taxes required to be accrued as a liability under GAAP, as a consequence of
      such
      Asset Sale,




(b)
      all
      payments made on or in respect of any Debt that is secured by any Property
      subject to such Asset Sale, in accordance with the terms of any Lien upon such
      Property, or which must by its terms, or in order to obtain a necessary consent
      to such Asset Sale, or by applicable law, be repaid out of the proceeds from
      such Asset Sale,




(c)
      all
      distributions and other payments required to be made to minority interest
      holders in Subsidiaries or joint ventures as a result of such Asset Sale, and




(d)
      the
      deduction of appropriate amounts provided by the seller as a reserve, in
      accordance with GAAP, against any liabilities associated with the Property
      disposed of in such Asset Sale and retained by the Company or any of its
      Subsidiaries after such Asset Sale.




“ **Note
      Obligations** ”
means
      the Notes, the Guarantees and all other obligations of any obligor under this
      Indenture, the Notes, the Guarantees and the Security Documents.




“ **Noteholder** ”
or
      “ **holder** ”
as
      applied to any Note, or other similar terms (but excluding the term “Beneficial
      Holder”), means any Person in whose name at the time a particular Note is
      registered on the Registrar’s books.




“ **Notes
      Purchase Agreement** ”
means
      the Notes Purchase Agreement dated July 25, 2007 by and among the Company,
      SHHL,
      the Operating Subsidiaries, the Shareholders and Citadel Equity Fund
      Ltd.




“ **Notes** ”
is
      defined in the preamble.




“ **Notice
      Date** ”
means
      the date of mailing of the notice pursuant to Section
      3.02(b) .




“ **Obligations** ”
means
      all obligations for principal, premium, interest, penalties, fees,
      indemnifications, reimbursements, damages and other liabilities payable under
      the documentation governing any Debt.




“ **Officer** ”
means,
      with respect to the Company, its Chairman of the Board, the Chief Executive
      Officer, the President, the Chief Financial Officer or any Vice President
      (whether or not designated by a number or numbers or word or words added before
      or after the title “Vice President”) and the Treasurer or any Assistant
      Treasurer, or the Secretary or Assistant Secretary.




“ **Officers’
      Certificate** ”
means
      a
      certificate, in form and substance satisfactory to the Trustee, signed by two
      Officers of the Company, at least one of whom shall be the principal executive
      officer or principal financial officer of the Company, and which certificate
      meets the requirements of Section
      15.05 hereof
      and is delivered to the Trustee.




“ **Operating
      Subsidiaries** ”
means,
      as at the date of this Indenture, (i) Origin Biotechnology, (ii) Beijing Origin
      Seed Limited, a limited liability company organized and existing under the
      laws
      of the PRC and (1) 34.4% of the registered capital of which is owned by Han
      Gengshen, (2) 28.675% of the registered capital of which is owned by Yang
      Yasheng, (3) 25.8% of the registered capital of which is owned by Yuan Liang,
      (4) 3.995% of the registered capital of which is owned by Zhao Yuping, (5)
      3.13%
      of the registered capital of which is owned by Zhang Weidong and (6) 1.96%
      of
      the registered capital of which is owned by Chen Weicheng, (iii) Henan Origin
      Cotton Technology Development Limited, a limited liability company organized
      and
      existing under the laws of the PRC and (1) 90.0% of the registered capital
      of
      which is owned by Beijing Origin Seed Limited, (2) 4.1% of the registered
      capital of which is owned by Zhang Yingli and (3) 3.86% of the registered
      capital of which is owned by Yang Yasheng, (iv) Changchun Origin Seed Technology
      Development Limited, a limited liability company organized and existing under
      the laws of the PRC and (1) 99.0% of the registered capital of which is owned
      by
      Beijing Origin Seed Limited and (2) 1.0% of the registered capital of which
      is
      owned by Han Gengchen, (v) Denong Zhengcheng Seed Limited, a limited liability
      company organized and existing under the laws of the PRC and 97.62% of the
      registered capital of which is owned by Beijing Origin Seed Limited and (vi)
      each other Person from time to time organized and existing under the laws of
      the
      PRC whose financial reporting is consolidated with the Company in any audited
      financial statements filed by the Company with the Commission in accordance
      with
      the Exchange Act.




19




“ **Opinion
      of Counsel** ”
means
      a
      written opinion, in form and substance satisfactory to the Trustee, from legal
      counsel who is acceptable to the Trustee and which meets the requirements of Section
      15.05 hereof.




“ **Origin
      Biotechnology** ”
means
      Beijing Origin State Harvest Biotechnology Limited, a limited liability company
      organized and existing under the laws of the PRC and a wholly-owned subsidiary
      of SHHL.




“ **Outstanding** ”,
      when
      used with reference to Notes and subject to the provisions of Section
      12.04 ,
      means,
      as of any particular time, all Notes authenticated and delivered by the Trustee
      under this Indenture, except:




(a)
      Notes
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;




(b)
      Notes, or portions thereof, (i) for the redemption of which monies in the
      necessary amount shall have been deposited in trust with the Trustee or with
      any
      paying agent (other than the Company) or (ii) which shall have been otherwise
      discharged in accordance with Article
      11 ;




(c)
      Notes
      in lieu of which, or in substitution for which, other Notes shall have been
      authenticated and delivered pursuant to the terms of Section
      2.06 ;
      and




(d)
      Notes
      converted into Common Stock pursuant to Article
      14 and
      Notes deemed not outstanding pursuant to Article
      3 .




“ **Participant** ”
means
      any participant in the Euroclear or Clearstream systems under the
      “Terms and Conditions Governing Use of Euroclear” and the “General Terms and
      Conditions of Clearstream” respectively .




20




“ **Permitted
      Holders** ”
means
      Dr. Han Gengchen (PRC ID No. 110223550623143), , Mr. Yuan Liang (Hong Kong
      ID
      No. P118142(8) )
      and Mr.
      Yang Yasheng (PRC ID No. 350102630401035), and
      the
      estate, spouse, ancestors and lineal descendants of any of the foregoing, the
      legal representatives of any of the foregoing and the trust ees
      of
      any bona fide trusts of which the foregoing are the sole beneficiaries or the
      grantors, or any Person of which the foregoing Beneficially Owns, individually
      or collectively with any of the foregoing, at least 30% of the total voting
      power of the Voting Stock of such Person.




“ **Permitted
      Investment** ”
means
      any Investment by the Company or any of its Subsidiaries in:




(a)  the
      Company or any of its Subsidiaries engaged in a Related Business;




(b)  any
      Person that will, upon the making of such Investment, become a Subsidiary of
      the
      Company, *provided* that the
      primary business of such Subsidiary is a Related Business;




(c)  any
      Person if as a result of such Investment such Person is merged or consolidated
      with or into, or transfers or conveys all or substantially all its Property
      to,
      the Company or a Subsidiary of the Company, *provided* that
      such Person’s primary business is a Related Business;




(d)  cash
      and
      Cash Equivalents;




(e)  receivables
      owing to the Company or any of its Subsidiaries, if created or acquired in
      the
      ordinary course of business and payable or dischargeable in accordance with
      customary trade terms; *provided,
      however* ,
      that
      such trade terms may include such concessionary trade terms as the Company
      or
      such Subsidiary deems reasonable under the circumstances;




(f)  payroll,
      travel and similar advances to cover matters that are expected at the time
      of
      such advances ultimately to be treated as expenses under GAAP and that are
      made
      in the ordinary course of business;




(g)  stock,
      obligations or other securities received in settlement of debts created in
      the
      ordinary course of business and owing to the Company or one of its Subsidiaries
      or in satisfaction of judgments;




(h)  any
      Person to the extent such Investment represents the non-cash portion of the
      consideration received in connection with (A) an Asset Sale consummated in
      compliance with Section
      4.12 or (B)
      any disposition of Property not constituting an Asset Sale;




(i)  Hedging
      Obligations by the Company or any Guarantor that are otherwise permitted to
      be
      incurred under this Indenture, and which were entered into for financial
      management of interest rates, foreign currency exchange rates or commodity
      prices and are directly related to transactions entered into by such Person
      in
      the ordinary course of its business, and not for speculative purposes;
      and




(j)  other
      Investments made for Fair Market Value that do not exceed 10% of the aggregate
      amount of Consolidated Net Income accrued during the period (treated as one
      accounting period) from the beginning of the Fiscal Quarter after the Issue
      Date
      to the end of the most recent Fiscal Quarter ending prior to the date of such
      Investment (or if the aggregate amount of Consolidated Net Income for such
      period shall be a deficit, minus 100% of such deficit).




21




“ **Permitted
      Liens** ”
      means:




(a)  Liens
      in
      favor of the Company or the Guarantors;




(b)  Liens
      securing, or created for the benefit of securing, the Notes and the
      Guarantees;




(c)  Liens
      securing Debt of an Operating Subsidiary under Credit Facilities, *provided* that any
      such Lien is limited to the Property of such Operating Subsidiary;




(d)  leases,
      licenses, subleases and sublicenses of assets (including, without limitation,
      real property and intellectual property rights) which do not materially
      interfere with the ordinary conduct of the business of the Company or any of
      the
      Subsidiaries;




(e)  Liens
      for
      taxes, assessments or governmental charges or levies on the Property of the
      Company or any of its Subsidiaries if the same shall not at the time be
      delinquent or thereafter can be paid without penalty, or are being contested
      in
      good faith and by appropriate proceedings promptly instituted and diligently
      concluded, *provided* that any
      reserve or other appropriate provision that shall be required in conformity
      with
      GAAP shall have been made therefor;




(f)  Liens
      imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other
      similar Liens, on the Property of the Company or any of its Subsidiaries arising
      in the ordinary course of business and securing payment of obligations that
      are
      not more than 60 days past due or are being contested in good faith and by
      appropriate proceedings;




(g)  Liens
      on
      the Property of the Company or any of its Subsidiaries Incurred in the ordinary
      course of business to secure performance of obligations with respect to
      statutory or regulatory requirements, performance or return-of-money bonds,
      surety bonds or other obligations of a like nature and Incurred in a manner
      consistent with industry practice, in each case which are not Incurred in
      connection with the borrowing of money, the obtaining of advances or credit
      or
      the payment of the deferred purchase price of Property and which do not in
      the
      aggregate impair in any material respect the use of Property in the operation
      of
      the business of the Company and its Subsidiaries taken as a whole;




(h)  Liens
      on
      Property at the time the Company or any of its Subsidiaries acquired such
      Property, including any acquisition by means of a merger or consolidation with
      or into the Company or any of its Subsidiaries; *provided,
      however* ,
      that
      any such Lien may not extend to any other Property of the Company or any of
      its
      Subsidiaries; *provided
      further,* that
      such
      Liens shall not have been Incurred in anticipation of or in connection with
      the
      transaction or series of transactions pursuant to which such Property was
      acquired by the Company or any of its Subsidiaries;




(i)  Liens
      on
      the Property of a Person at the time such Person becomes a Subsidiary of the
      Company; *provided,
      however* ,
      that
      any such Lien may not extend to any other Property of the Company or any other
      Subsidiary of the Company that is not a direct Subsidiary of such Person; *provided
      further,* that
      any
      such Lien was not Incurred in anticipation of or in connection with the
      transaction or series of transactions pursuant to which such Person became
      a
      Subsidiary of the Company;




22




(j)  pledges
      or deposits by the Company or any of its Subsidiaries under workers’
compensation laws, unemployment insurance laws or similar legislation, or good
      faith deposits in connection with bids, tenders, contracts (other than for
      the
      payment of Debt) or leases to which the Company or any of its Subsidiaries
      is
      party, or deposits to secure public or statutory obligations of the Company,
      or
      deposits for the payment of rent, in each case Incurred in the ordinary course
      of business;




(k)  utility
      easements, building restrictions and such other encumbrances or charges against
      real Property as are of a nature generally existing with respect to properties
      of a similar character;




(l)  Liens
      existing on the Issue Date not otherwise described in clauses (a) through (h)
      above;




(m)  Liens
      on
      the Property of the Company or any of its Subsidiaries to secure any
      Refinancing, in whole or in part, of any Debt secured by Liens referred to
      in
      clause (h), (i) or (l) above; *provided,
      however* ,
      that
      any such Lien shall be limited to all or part of the same Property that secured
      the original Lien (together with improvements and accessions to such Property),
      and the aggregate principal amount of Debt (and other obligations thereunder)
      that is secured by such Lien shall not be increased to an amount greater than
      the sum of:




(1)  the
      outstanding principal amount, or, if greater, the committed amount, of the
      Debt
      (and other obligations thereunder) secured by Liens described under clause
      (h),
      (i) or (l) above, as the case may be, at the time the original Lien became
      a
      Permitted Lien under this Indenture, and




(2)  an
      amount
      necessary to pay any fees and expenses, including premiums and defeasance costs,
      incurred by the Company or such Subsidiary in connection with such
      Refinancing; and




(n)  judgment
      Liens not giving rise to an Event of Default so long as such Lien is adequately
      bonded and any appropriate legal proceedings which may have been duly initiated
      for the review of such judgment have not been finally terminated or the period
      within which such proceedings may be initiated has not expired.




“ **Permitted
      Refinancing Debt** ”
means
      any Debt that Refinances any other Debt, including any successive Refinancings,
      so long as:




(a)  such
      Debt
      is in an aggregate principal amount (or if Incurred with original issue
      discount, an aggregate issue price) not in excess of the sum of:




(1)
      the
      aggregate principal amount (or if Incurred with original issue discount, the
      aggregate accreted value) then outstanding of the Debt being Refinanced,
      and




23




(2)
      an
      amount necessary to pay any fees and expenses, including premiums and defeasance
      costs, related to such Refinancing,




(b)  the
      Average Life of such Debt is equal to or greater than the Average Life of the
      Debt being Refinanced,




(c)  the
      Stated Maturity of such Debt is no earlier than the Stated Maturity of the
      Debt
      being Refinanced,




(d)  the
      new
      Debt shall not be senior in right of payment to the Debt that is being
      Refinanced, and




(e)  the
      new
      Debt, the proceeds of which are used to Refinance the Notes or any Debt that
      is *pari
      passu* with or
      subordinate to the Notes or a Guarantee, shall only be permitted if (A) in
      case
      the Notes are refinanced in part or the Debt to be Refinanced is *pari
      passu* with the
      Notes or a Guarantee, such new Debt, by its terms or by terms of any agreement
      or instrument pursuant to which such new Debt is outstanding, is expressly
      made *pari
      passu* with, or
      subordinate in right of payment to, the remaining Notes or such Guarantee,
      or
      (B) in case the Debt to be Refinanced is subordinated in right of payment to
      the
      Notes or a Guarantee, such new Debt, by its terms or by the terms of any
      agreement or instrument to which such new Debt is issued or remains outstanding,
      is expressly made subordinate in right of payment to the Notes or such Guarantee
      at least to the extent that the Debt to be Refinanced is subordinated to the
      Notes or the Guarantee;




*provided,
      however* ,
      that
      Permitted Refinancing Debt shall not include the Debt of any Subsidiary that
      is
      not a Guarantor, if such Debt is used to Refinance Debt of the Company or a
      Subsidiary.




“ **Person** ”
means
      a
      corporation, an association, a partnership, a limited liability company, an
      individual, a joint venture, a joint stock company, a trust, an unincorporated
      organization or a government or an agency or a political subdivision
      thereof.




“ **PRC** ”
means
      the People’s Republic of China, exclusive of Taiwan, Macau and Hong
      Kong.




“ **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 any Note authenticated
      and delivered under Section
      2.06 in lieu
      of a lost, destroyed or stolen Note shall be deemed to evidence the same Debt
      as
      the lost, destroyed or stolen Note.




“ **Preferred
      Stock** ”
means
      any Capital Stock of a Person, however designated, which entitles the holder
      thereof to a preference with respect to the payment of dividends, or as to
      the
      distribution of assets upon any voluntary or involuntary liquidation or
      dissolution of such Person, over shares of any other class of Capital Stock
      issued by such Person.




“ **Preferred
      Stock Dividends** ”
means
      all dividends with respect to Preferred Stock of the Company’s Subsidiaries held
      by Persons other than the Company or any of its Wholly Owned Subsidiaries.
      The
      amount of any such dividend shall be equal to the quotient obtained by dividing
      such dividend by the difference between one and the maximum statutory federal
      and/or other applicable income tax rate (expressed as a decimal number between
      1
      and 0) then applicable to the issuer of such Preferred Stock.




24




“ **pro
      forma** ”
means,
      with respect to any calculation made or required to be made pursuant to the
      terms hereof, a calculation performed in accordance with Article 11 of
      Regulation S-X promulgated under the Securities Act, as interpreted in good
      faith by the Board of Directors after consultation with the independent
      certified public accountants of the Company, or otherwise a calculation made
      in
      good faith by the Board of Directors after consultation with the independent
      certified public accountants of the Company, as the case may be.




“ **Property** ”
means,
      with respect to any Person, any interest of such Person in any kind of property
      or asset, whether real, personal or mixed, or tangible or intangible, including
      intellectual property rights and Capital Stock in, and other securities of,
      any
      other Person. For purposes of any calculation required pursuant to this
      Indenture, the value of any Property shall be its Fair Market
      Value.




“ **Redemption
      Price** ”
means
      the amount calculated in accordance with the following formula, rounded (if
      necessary) to two decimal places with 0.005 being rounded upwards:




Redemption
                Price = I x (1 + r)d/360Where:I
            =
            Issue
                price (100% of principal amount) of the Notes;r
            =
            16.0%
                expressed as a decimal; andd
            =
            number
                of days from and including the Issue Date to but excluding, the date
                for
                redemption or repurchase, calculated on the basis of a 360-day year
                consisting of 12 months of 30 days each, and in the case of an incomplete
                month, the actual number of days elapsed.


For
      the
      avoidance of doubt, if the date fixed for redemption is one of the following
      semi-annual dates, the Redemption Price for each US$100,000 principal amount
      shall be as set out in the table below in respect of such semi-annual
      date:




Semi-annual
                Date
            
            Redemption
                Price (US$)January
                25, 2008
            
            
            107,703.30July
                25, 2008
            
            
            116,000.00January
                25, 2009
            
            
            124,935.82July
                25, 2009
            
            
            134,560.00January
                25, 2010
            
            
            144,925.56July
                25, 2010
            
            
            156,089.60January
                25, 2011
            
            
            168,113.64July
                25, 2011
            
            
            181,063.94January
                25, 2012
            
            
            195,011.83July
                25, 2012
            
            
            210,034.17




25


“ **Refinance** ”
means,
      in respect of any Debt, to refinance, extend, renew, refund or Repay (in whole
      or in part), or to issue other Debt, in exchange or replacement for (in whole
      or
      in part), such Debt. “Refinanced” and “Refinancing” shall have correlative
      meanings.




“ **Registration
      Rights Agreement** ”
means
      the registration rights agreement dated the Issue Date by and among the Company,
      SHHL and Citadel Equity Fund Ltd.




“ **Related
      Business** ”
means
      the business of (i) developing, producing, marketing and/or distributing hybrid
      and other crop seeds including, without limitation, corn, rice, cotton and
      canola seeds and fertilizer and (ii) researching and developing transgenic
      technology, in the PRC or any other country, including any other activities
      related thereto.




“ **Repay** ”
means,
      in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease
      or
      otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative
      meanings. For purposes of Section
      4.12 and the
      definition of “Leverage Ratio,” Debt shall be considered to have been Repaid
      only to the extent the related loan commitment, if any, shall have been
      permanently reduced in connection therewith.




“ **Repurchase
      Amount** ”
means,
      with respect to any Note, the Redemption Price plus any
      accrued and unpaid Interest and any other interest payable pursuant to Section
      4.01 on such
      Note (including post-petition interest in any proceeding under any Bankruptcy
      Law) and interest accrued on overdue principal (and, to the extent lawful,
      on
      overdue installments of interest) and premium, if any.




“ **Responsible
      Officer** ”
shall
      mean, when used with respect to the Trustee, any officer within the corporate
      trust department of the Trustee with direct responsibility for the
      administration of this Indenture.




“ **Restricted
      Payment** ”
      means:




(a)  any
      dividend or distribution (whether made in cash, securities or other Property)
      declared or paid on or with respect to any shares of Capital Stock of the
      Company or any of its Subsidiaries (including any payment in connection with
      any
      merger or consolidation with or into the Company or any of its Subsidiaries),
      except for any dividend or distribution that is made solely to the Company
      or
      any of its Subsidiaries (and, if such Subsidiary is not a Wholly Owned
      Subsidiary, to the other shareholders of such Subsidiary on a *pro
      rata* basis
      or
      on a basis that results in the receipt by the Company or any of its Subsidiaries
      of dividends or distributions of greater value than it would receive on a *pro
      rata* basis)
      or
      any dividend or distribution payable solely in shares of Capital Stock (other
      than Disqualified Stock) of the Company;




(b)  the
      purchase, repurchase, redemption, acquisition or retirement for value of any
      Capital Stock of the Company or any of its Subsidiaries (other than from the
      Company or any of its Subsidiaries) or any securities exchangeable for or
      convertible into any such Capital Stock, including the exercise of any option
      to
      exchange any Capital Stock (other than for or into Capital Stock of the Company
      that is not Disqualified Stock);




(c)  the
      purchase, repurchase, redemption, acquisition or retirement for value, prior
      to
      the date for any scheduled maturity, sinking fund or amortization or other
      installment payment, of any Subordinated Obligation (other than the purchase,
      repurchase or other acquisition of any Subordinated Obligation purchased in
      anticipation of satisfying a scheduled maturity, sinking fund or amortization
      or
      other installment obligation, in each case due within one year of the date
      of
      acquisition); or




26




(d)  any
      Investment (other than Permitted Investments) in any Person.




“ **RMB** ”
means
      the lawful currency of the PRC.




“ **S&P** ”
means
      Standard & Poor’s Ratings Services, a division of McGraw Hill, Inc., or any
      successor to the rating agency business thereof.




“ **Sale
      and Leaseback Transaction** ”
means
      any direct or indirect arrangement relating to Property now owned or hereafter
      acquired whereby the Company or any of its Subsidiaries transfers such Property
      to another Person and the Company or any of its Subsidiaries leases it from
      such
      Person.




“ **Securities
      Act** ”
means
      the U.S. Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder, as in effect from time to time.




“ **Security
      Documents** ”
means
      the Initial Security Documents executed and delivered for the benefit of the
      holders of Note Obligations, whenever incurred, and also for the benefit of
      the
      present and future holders of all other Note Obligations and any document
      perfecting such security interests, and any one or more security agreements,
      pledge agreements, collateral assignments, mortgages, deeds of trust or other
      grants or transfers for security executed and delivered by the Company or any
      other obligor creating a Lien upon property owned or to be acquired by the
      Company or such other obligor in favor of the Collateral Agent for the benefit
      of the holders of Note Obligations, whenever incurred, and also for the benefit
      of the present and future holders of all other Note Obligations and any document
      perfecting such security interests pursuant to the terms of Article
      10 hereof.




“ **Senior
      Debt** ”
of
      the
      Company means:




(a)  all
      obligations consisting of the principal, premium, if any, and accrued and unpaid
      interest (including interest accruing on or after the filing of any petition
      in
      bankruptcy or for reorganization relating to the Company whether or not such
      post-filing interest is allowed in such proceeding) in respect of:




(1)
      Debt
      of the Company for borrowed money, and




(2)
      Debt
      of the Company evidenced by notes, debentures, bonds or other similar
      instruments permitted under this Indenture for the payment of which the Company
      is responsible or liable;




(b)  all
      Capital Lease Obligations of the Company and all Attributable Debt in respect
      of
      Sale and Leaseback Transactions entered into by the Company;




(c)  all
      obligations of the Company:




27




(1)
      for
      the reimbursement of any obligor on any letter of credit, banker’s acceptance or
      similar credit transaction,




(2)
      under
      Hedging Obligations, or




(3)
      issued or assumed as the deferred purchase price of Property and all conditional
      sale obligations of the Company and all obligations under any title retention
      agreement permitted under this Indenture; and




(d)  all
      obligations of other Persons of the type referred to in clauses (a), (b) and
      (c)
      for the payment of which the Company is responsible or liable as
      Guarantor;




*provided,
      however* ,
      that
      Senior Debt shall not include:




(A)  Debt
      of
      the Company that is by its terms subordinate in right of payment to the
      Notes **,** including **** any
      Subordinated Obligations;




(B)  any
      Debt
      Incurred in violation of the provisions of this Indenture;




(C)  accounts
      payable or any other obligations of the Company to trade creditors created
      or
      assumed by the Company in the ordinary course of business in connection with
      the
      obtaining of materials or services (including Guarantees thereof or instruments
      evidencing such liabilities);




(D)  any
      liability for U.S. federal, state, national, provincial, local, foreign or
      other
      taxes owed or owing by the Company;




(E)  any
      obligation of the Company to any of its Subsidiaries; or




(F)  any
      obligations with respect to any Capital Stock of the Company.




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




“Senior
      Debt” of any Guarantor has a correlative meaning.




“ **Shareholder
      Approval** ”
means
      such approval as may be required by the applicable rules and regulations of
      the
      Nasdaq Global Market (or any successor entity) from shareholders of the Company
      with respect to the transactions contemplated under the Transaction Documents,
      including the issuance of all of the shares of Common Stock in excess of 19.99%
      of the issued and outstanding Common Stock on the Issue Date.




“ **Shareholders** ”
means
      Dr. Han Gengshen, Mr. Yang Yasheng and Mr. Yuan Liang.




28




“ **SHHL** ”
means
      State Harvest Holdings Limited, a company incorporated in the British Virgin
      Islands and a wholly-owned Subsidiary of the Company.




“ **Significant
      Subsidiary** ”
means
      any Subsidiary that would be a “significant subsidiary” of the Company within
      the meaning of Rule 1-02 under Regulation S-X promulgated by the
      Commission.




“ **Stated
      Maturity** ”
means,
      with respect to any installment of interest or principal on any series of Debt
      (including, without limitation, a scheduled repayment or a scheduled sinking
      fund payment), the date on which the payment of interest or principal was
      scheduled to be paid in the original documentation governing such Debt, and
      will
      not include any contingent obligations to repay, redeem or repurchase any such
      interest or principal prior to the date originally scheduled for the payment
      hereof.




“ **Subordinated
      Obligation** ”
means
      any Debt of the Company or any Guarantor (whether outstanding on the Issue
      Date
      or thereafter Incurred) that is subordinate or junior in right of payment to
      the
      Notes or the applicable Guarantee pursuant to a written agreement to that
      effect.




“ **Subsidiary** *,* ”
(i)
      with respect to any Person, means (x) any corporation of which the outstanding
      Capital Stock having a majority of the votes entitled to be cast in the election
      of directors under ordinary circumstances shall at the time be owned, directly
      or indirectly, through one or more intermediaries, by such Person or (y) any
      other Person of which a majority of the voting interest under ordinary
      circumstances is at the time, directly or indirectly, through one or more
      intermediaries, owned by such Person or (ii) with respect to the Company, means
      each other Person whose financial reporting is consolidated with the Company
      in
      any audited financial statements filed by the Company with the Commission in
      accordance with the Exchange Act.




“ **Surviving
      Person** ”
means
      the surviving Person formed by a merger, consolidation or amalgamation and,
      for
      purposes of Section
      5.01 ,
      a
      Person to whom all or substantially all of the Property of the Company or a
      Guarantor is sold, transferred, assigned, leased, conveyed or otherwise
      disposed.




“ **Termination
      of Trading** ”
will
      be
      deemed to have occurred if, (i) the Common Stock (or other common stock,
      depositary receipts, ordinary shares or other certificates representing common
      equity interests into which the Notes are then convertible) is neither listed
      for trading on a United States national securities exchange, listed for trading
      on a United States national or regional securities exchange nor approved for
      trading on any of the Nasdaq’s Capital Market, Global Market or Global Select
      Market, (ii) trading in the Common Stock on any such exchange or market has
      been
      suspended for more than fifteen (15) consecutive Trading Days, or (iii) a
      transaction or event (whether by means of an exchange offer, liquidation, tender
      offer, consolidation, merger, combination, reclassification, recapitalization
      or
      otherwise) occurs in connection with which all or substantially all of the
      Common Stock is exchanged for, converted into, or acquired for, consideration
      which is not all or substantially all common stock, depositary receipts,
      ordinary shares or other certificates representing common equity interests
      that
      are (or, upon consummation of or immediately following such transaction or
      event, will be) listed on a United States national securities exchange or
      approved (or, upon consummation of or immediately following such transaction
      or
      event, will be approved) for quotation on the Nasdaq Capital Market, Nasdaq
      Global Market, Nasdaq Global Select Market or any similar United States system
      of automated dissemination of quotations of securities prices.




29




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




“ **Transaction
      Document** ”
means
      this Indenture, the Notes, the Guarantees, Notes Purchase Agreement, the
      Investor Rights Agreement, the Registration Rights Agreement, the Security
      Documents, certain Non-Competition Agreements dated the Issue Date by and
      between the Company and each Shareholder, or any of them as the context may
      so
      require.




“ **Trading
      Day** ”
shall
      mean (x) if the applicable security is quoted on the Nasdaq Global Market,
      Global Select Market or Capital Market, a day on which trades may be made
      thereon, (y) if the applicable security is listed or admitted for trading on
      the
      American Stock Exchange, New York Stock Exchange or another national securities
      exchange, a day on which the American Stock Exchange, New York Stock Exchange
      or
      another national securities exchange is open for business, or (z) 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.




“ **Trading
      Market** ”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the Nasdaq Capital Market, the American
      Stock Exchange, the New York Stock Exchange, the NYSE Archipelago Exchange,
      the
      Nasdaq Global Market or the Nasdaq Global Select Market.




“ **Trading
      Reference VWAP** ”
means,
      as of June 30 or December 31 of each year, the simple arithmetic average of
      the
      VWAPs for the thirty (30) Trading Days preceding such June 30 or December 31,
      as
      the case may be, as proportionally adjusted for any subdivision, consolidation,
      reclassification or similar event of the Common Stock; *provided* that if
      the actual Trading Reference VWAP be less than $5.00, the Trading Reference
      VWAP
      shall be deemed to be exactly $5.00.




“ **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.




“ **U.S.
      Government Securities** ”
means
      direct obligations (or certificates representing an ownership interest in such
      obligations) of the United States of America (including any agency or
      instrumentality thereof) for the payment of which the full faith and credit
      of
      the United States of America are pledged and which are not callable or
      redeemable at the issuer’s option.




“ **Voting
      Stock** ”
of
      any
      Person means all classes of Capital Stock or other interests (including
      partnership interests) of such Person then outstanding and normally entitled
      (without regard to the occurrence of any contingency) to vote in the election
      of
      directors, managers or trustees thereof.




30




“ **VWAP** ”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the Trading Market on which the Common Stock
      is
      then listed or quoted for trading as reported by Bloomberg Financial L.P.
      through its “Volume at Price” functions (based on a Trading Day from 9:30 a.m.
      (New York City time) to 4:02 p.m. (New York City time); or (b) if the Common
      Stock is not then listed or quoted on a Trading Market and if prices for the
      Common Stock are then reported in the “Pink Sheets” published by Pink Sheets,
      LLC (or a similar organization or agency succeeding to its functions of
      reporting prices), the average of the highest closing bid price and lowest
      closing ask price of any of the market makers for such security as reported,
      and
      in each of the foregoing clauses ignoring any block trade (which for purposes
      of
      this definition means any transfer of more than 100,000 shares). **** If
      the
      VWAP cannot be calculated for such security on such date on any of the foregoing
      bases, the VWAP of such
      security on such date shall be the fair market value as mutually determined
      by
      the Company and the Noteholders of at least a majority in aggregate principal
      amount of the Notes then outstanding.




“ **Wholly
      Owned Subsidiary** ”
means,
      at any time, a Subsidiary all the Voting Stock of which (except directors’
qualifying shares) is at such time owned, directly or indirectly, by the Company
      and its other Wholly Owned Subsidiaries.




Section
      1.02.  Other
      Definitions .




Term
            
            Defined
                inSection“**Additional
                Interest Notice**”
            
            4.31“**Adjustment
                Event**”
            
            14.05(n)“**Affiliate
                Transaction**”
            
            4.14“**Allocable
                Excess Proceeds**”
            
            4.12“**Asset
                Sale Offer**”
            
            4.12“**Authentication
                Order**”
            
            2.04“**Authorized
                Agent**”
            
            15.04“**Benefited
                Party**”
            
            9.01“**Change
                of Control Offer**”
            
            4.17(a)“**Conversion
                Date**”
            
            14.02“**Conversion
                Notice**”
            
            14.02“**Conversion
                Rate**”
            
            14.04“**Current
                Market Price**”
            
            14.05(j)“**Determination
                Date**”
            
            14.05(n)“**Event
                of Default**”
            
            6.01“**Excess
                Proceeds**”
            
            4.12“**Exchange
                Act Filings**”
            
            4.33(a)“**Expiration
                Time**”
            
            14.05(f)“**Future
                Guarantor**”
            
            9.03“**FutureGuarantor
                Pledgor**”
            
            10.02(b)“**Guarantor
                Pledgor**”
            
            10.02(b)“**Interest
                Payment Date**”
            
            2.03“**Issuable
                Maximum**”
            
            14.01(c)




31




“**Mandatory
                Redemption Amount**”
            
            3.03“**Mandatory
                Redemption Date**”
            
            3.03“**Non-electing
                share**”
            
            14.06“**Offer
                Amount**”
            
            3.02(b)“**Offer
                Period**”
            
            3.02(c)“**Offer
                to Purchase**”
            
            3.02(a)“**Paying
                Agent**”
            
            4.02“**Purchase
                Date**”
            
            3.02(c)“**Purchase
                Price**”
            
            3.02(b)“**Purchased
                Shares**”
            
            14.05(f)“**Record
                Date**”
            
            14.05(j)“**Registrar**”
            
            4.02“**Rule
                144A Information**”
            
            4.33(b)“**Securities**”
            
            14.05(d)“**Security
                Register**”
            
            4.02“**Termination
                of Trading****Offer**”
            
            4.26“**Trigger
                Event**”
            
            14.05(d)




Section
      1.03.  Rules
      of Construction .




(a)  Unless
      the context otherwise requires:




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




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




(iii)  “or”
is
      not exclusive;




(iv)  words
      in
      the singular include the plural, and in the plural include the
      singular;




(v)  all
      references in this instrument to “Articles,” “Sections” and other subdivisions
      are to the designated Articles, Sections and subdivisions of this instrument
      as
      originally executed;




(vi)  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.




(vii)  “including”
      means “including without limitation;”




(viii)  provisions
      apply to successive events and transactions;




(ix)  “$”
means
      the lawful currency of the United States of America; and




32




(x)  references
      to sections of or rules under the Securities Act or the Exchange Act shall
      be
      deemed to include substitute, replacement or successor sections or rules adopted
      by the Commission from time to time thereunder.




Section
      1.04.  Incorporation
      by Reference of Trust Indenture Act . .




This
      Indenture is subject to the mandatory provisions of the TIA, which are
      incorporated by reference in and made a part of this Indenture. The following
      TIA terms 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.


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




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




ARTICLE
      2




ISSUE,
      DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES




Section
      2.01.  Designation
      Amount and Issue of Notes .




The
      Notes
      shall be designated as “1.0% Guaranteed Senior Secured Convertible Notes due
      2012”. Notes in the initial aggregate principal amount of $40,000,000 upon the
      execution of this Indenture, or from time to time thereafter, may be executed
      by
      the Company and delivered to the Trustee for authentication, and the Trustee
      shall thereupon authenticate and deliver said Notes to or upon the written
      order
      of the Company, signed by its Chairman of the Board, Chief Executive Officer,
      President or any Vice President (whether or not designated by a number or
      numbers or word or words added before or after the title “Vice President”), the
      Treasurer or any Assistant Treasurer or the Secretary or Assistant Secretary,
      without any further action by the Company hereunder.




Section
      2.02.  Form
      of Notes .




(a)  The
      Notes
      and the Trustee’s certificate of authentication to be borne by such Notes shall
      be substantially in the form set forth in Exhibit
      A .
      The
      terms and provisions contained in the form of Note attached as Exhibit
      A hereto
      shall constitute, and are hereby expressly made, a part of this Indenture and,
      to the extent applicable, the Company, the Guarantors and the Trustee, by their
      execution and delivery of this Indenture, expressly agree to such terms and
      provisions and to be bound thereby.




33




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




(c)  So
      long
      as the Notes are eligible for book-entry settlement with the Common Depositary,
      or unless otherwise required by law, or otherwise contemplated by Section
      2.05(a) ,
      all of
      the Notes will be represented by one or more Notes in global form registered
      in
      the name of the Common Depositary or the nominee of the Common Depositary.
      The
      transfer and exchange of beneficial interests in any such Global Note shall
      be
      effected through the Common Depositary in accordance with this Indenture and
      the
      applicable procedures of the Common Depositary. Except as provided in Section
      2.05(a) ,
      beneficial owners of a Global Note shall not be entitled to have certificates
      registered in their names, will not receive or be entitled to receive physical
      delivery of certificates in definitive form and will not be considered holders
      of such Global Note.




(d)  Any
      Global Note shall represent such of the outstanding Notes as shall be specified
      therein and shall provide that it shall represent the aggregate amount of
      outstanding Notes from time to time endorsed thereon and that the aggregate
      amount of outstanding Notes represented thereby may from time to time be
      increased or reduced to reflect redemptions, repurchases, conversions,
      transfers, exchanges or further issuances permitted hereby. Any endorsement
      of a
      Global Note to reflect the amount of any increase or decrease in the amount
      of
      outstanding Notes represented thereby shall be made by the Trustee or the
      Custodian, at the direction of the Trustee, in such manner and upon instructions
      given by the holder of such Notes in accordance with this Indenture. Payment
      of
      principal of, premium, if any, and Interest on any Global Note shall be made
      to
      the holder of such Note.




(e)  This Section
      2.02(e) shall
      apply only to Global Notes deposited with the Trustee, as custodian for the
      Common Depositary. Participants shall have no rights under this Indenture or
      any
      Global Note with respect to any Global Note held on their behalf by the Common
      Depositary or by the Trustee as custodian for the Common Depositary, and the
      Common Depositary shall be treated by the Company, the Trustee and any agent
      of
      the Company or the Trustee as the absolute owner of such Global Note for all
      purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
      the Company, the Trustee or any agent of the Company or the Trustee from giving
      effect to any written certification, proxy or other authorization furnished
      by
      the Common Depositary or impair, as between the Common Depositary and
      Participants, the Applicable Procedures or the operation of customary practices
      of the Common Depositary governing the exercise of the rights of a holder of
      a
      beneficial interest in any Global Note.




34




The
      provisions of the “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream” and “Customer Handbook” of
      Clearstream shall be applicable to transfers of beneficial interests in Global
      Notes that are held by Participants through Euroclear or Clearstream.




The
      Company shall exchange Global Notes for Definitive Notes if: (1) at any time
      either Euroclear or Clearstream or any alternative clearing agency on behalf
      of
      which the Notes evidenced by the Global Note may be held is closed for business
      for a continuous period of 14 days (other than reason of holidays, statutory
      or
      otherwise) or announces an intention permanently to cease business or does
      in
      fact do so, and, in either case, the Company shall not have appointed a
      successor Common Depositary within 90 days after the Company receives such
      notice or becomes aware of such ineligibility, or (2) upon written request
      of a
      holder or the Trustee if a Default or Event of Default shall have occurred
      and
      be continuing.




Upon
      the
      occurrence of any of the events set forth in clauses (1) or (2) of the
      immediately preceding paragraph, the Company shall execute, and, upon receipt
      of
      an Authentication Order in accordance with Section
      2.04 hereof,
      the Trustee shall authenticate and deliver, Definitive Notes, in authorized
      denominations, in an aggregate principal amount equal to the principal amount
      of
      the Global Notes in exchange for such Global Notes.




Upon
      the
      exchange of a Global Note for Definitive Notes, such Global Note shall be
      cancelled by the Trustee or an agent of the Company or the Trustee. Definitive
      Notes issued in exchange for a Global Note pursuant to this Section shall be
      registered in such names and in such authorized denominations as the Common
      Depositary, pursuant to instructions from its Participants or its Applicable
      Procedures, shall instruct the Trustee or an agent of the Company or the Trustee
      in writing. The Trustee or such agent shall deliver such Definitive Notes to
      or
      as directed by the Persons in whose names such Definitive Notes are so
      registered or to the Common Depositary.




Section
      2.03.  Date
      and Denomination of Notes; Payments of Interest .




The
      Notes
      shall be issuable in registered form without coupons in denominations of
      $100,000 principal amount and integral multiples of US$1,000 in excess thereof.
      Each Note shall be dated the date of its authentication and shall bear Interest
      from the date specified on the face of the form of Note attached as Exhibit
      A hereto.
      Interest on the Notes shall be computed on the basis of a 360-day year comprised
      of twelve 30-day months.




The
      Person in whose name any Note (or its Predecessor Note) is registered on the
      Security Register at the close of business on any record date with respect
      to
      any interest payment date shall be entitled to receive the Interest payable
      on
      such interest payment date, except that the Interest payable upon redemption
      or
      repurchase will be payable to the Person to whom principal is payable pursuant
      to such redemption or repurchase (unless the redemption date or the repurchase
      date, as the case may be, falls after a record date and on or prior to the
      corresponding interest payment date, in which case accrued and unpaid Interest
      to, but excluding, such redemption date or repurchase date shall be payable
      on
      such interest payment date to the holders of such Notes registered as such
      on
      the applicable record date).




35




Notwithstanding
      the foregoing, if any Note (or portion thereof) is converted into Common Stock
      during the period after a record date for the payment of Interest to, but
      excluding, the next succeeding interest payment date and such Note (or portion
      thereof) has been called or tendered for redemption on a redemption date which
      occurs during such period, the Company shall not be required to pay interest
      on
      such interest payment date in respect of any such Note (or portion thereof).
      Interest shall be payable at the office of the Company maintained by the Company
      for such purposes in the City of New York, which shall initially be an office
      or
      agency of the Trustee. The Company shall pay Interest (i) on any Notes in
      certificated form by (x) check mailed to the address of the Person entitled
      thereto as it appears in the Security Register (or upon written notice, by
      wire
      transfer in immediately available funds, if such Person is entitled to Interest
      on aggregate principal in excess of $1 million) or (y) by transfer to an account
      maintained by such person in the City of New York **** or
      (ii)
      on any Global Note by wire transfer of immediately available funds to the
      account of the Common Depositary or its nominee. The term “record date” with
      respect to any interest payment date shall mean the January 11 or July 11
      preceding the applicable January 25 or July 25 interest payment date (each,
      an
“ **Interest
      Payment Date** ”),
      respectively.




Section
      2.04.  Execution
      of Notes .




The
      Notes
      shall be signed in the name and on behalf of the Company by the manual or
      facsimile signature of its Chairman of the Board, Chief Executive Officer,
      President or any Vice President (whether or not designated by a number or
      numbers or word or words added before or after the title “Vice President”) and
      attested by the manual or facsimile signature of its Secretary or any of its
      Assistant Secretaries or its Treasurer or any of its Assistant Treasurers (which
      may be printed, engraved or otherwise reproduced thereon, by facsimile or
      otherwise). Only such Notes as shall bear thereon a certificate of
      authentication substantially in the form set forth on the form of Note attached
      as Exhibit
      A hereto  upon
      a
      written order of the Company signed by an Officer (an “ **Authentication
      Order** ”),
      manually executed by the Trustee (or an authenticating agent appointed by the
      Trustee as provided by Section
      15.10 ),
      shall
      be entitled to the benefits of this Indenture or be valid or obligatory for
      any
      purpose. Such certificate by the Trustee (or such an authenticating agent)
      upon
      any Note executed by the Company shall be conclusive evidence that the Note
      so
      authenticated has been duly authenticated and delivered hereunder and that
      the
      holder is entitled to the benefits of this Indenture.




In
      case
      any officer of the Company who shall have signed any of the Notes shall cease
      to
      be such officer before the Notes so signed shall have been authenticated and
      delivered by the Trustee, or disposed of by the Company, such Notes nevertheless
      may be authenticated and delivered or disposed of as though the person who
      signed such Notes had not ceased to be such officer of the Company, and any
      Note
      may be signed on behalf of the Company by such persons as, at the actual date
      of
      the execution of such Note, shall be the proper officers of the Company,
      although at the date of the execution of this Indenture any such person was
      not
      such an officer.




Section
      2.05.  Exchange
      and Registration of Transfer of Notes; Restrictions on Transfer .




(a)  As
      provided herein, interests in a Global Note will be exchanged, upon 45 days’
notice by a holder of an interest in such Global Note for Definitive Notes.
      Each
      Global Note shall be deposited with the Common Depositary, which shall hold
      such
      Global Note in safe custody for the account of Euroclear and/or Clearstream
      and
      instruct Euroclear or Clearstream or both of them, as the case may be, to credit
      the principal amounts of the Notes represented by such Global Note to the
      holder’s distribution account with Euroclear or Clearstream. Each relevant
      Global Note shall be exchangeable in whole for an interest, equal to the
      principal amount of such Global Note being exchanged, for Definitive Notes
      in
      the same principal amount, upon request of Euroclear or Clearstream to the
      Registrar, but only upon delivery by Euroclear or Clearstream, acting on behalf
      of the beneficial owners of such interests, to the Registrar at its principal
      office in the City of New York, of certificates substantially in the form of Exhibit
      C hereto.
      The delivery to the Registrar of any certificate in the form referred to above
      may be relied upon by the Company, the Trustee and the Registrar as conclusive
      evidence that related certificates have been delivered to Euroclear or
      Clearstream as contemplated by the terms of this Section.




36




(b)  In
      accordance with the terms of a Global Note and this Indenture, the Registrar
      shall deliver at the cost of the Company, upon not less than 45 days’ notice to
      the Registrar by Euroclear or Clearstream, the relevant Definitive Notes in
      exchange for interests in such Global Note. For this purpose, the Registrar
      is
      authorized and it shall (A) authenticate each such Definitive Note and (B)
      deliver each such Definitive Note to or to the order of Euroclear or
      Clearstream, in exchange for interests in such Global Note. The Registrar shall
      promptly notify the Company upon receipt of a request for issue of Definitive
      Notes the aggregate principal amount of the relevant Global Note to be exchanged
      in connection therewith. The Company undertakes to deliver to, or to the order
      of, the Registrar sufficient numbers of duly executed Definitive Notes to enable
      the Registrar to comply with its obligations under this Section
      2.05(b) .
      Such
      exchange shall be made free of charge to the holder and the beneficial owners
      of
      the relevant Global Note and to the holders of the Definitive Notes issued
      in
      exchange as provided above, except that a Person receiving Definitive Notes
      must
      bear the cost of insurance, postage, transportation and the like in the event
      that such Person does not receive such Definitive Notes in person at the offices
      of a Registrar. Notwithstanding the above, interests in a Global Note shall
      be
      exchangeable in whole (but not in part) at the cost of the Company for
      Definitive Notes under the conditions described in Section
      2.02(e) .




(c)  Upon
      any
      exchange of an interest in a Global Note for Definitive Notes, the relevant
      Global Note shall be endorsed by the Trustee or the Registrar to reflect the
      reduction of its principal amount by the aggregate principal amount so
      exchanged. Until exchanged in full, the holder of any interest in any Global
      Note shall in all respects be entitled to the same benefits under this Indenture
      as Definitive Notes authenticated and delivered hereunder. Once exchanged in
      full, a Global Note shall be canceled and disposed of by the Trustee in
      accordance with its customary procedures and a certificate of disposition will
      be sent to the Company, upon the Company’s written request.




(d)  The
      Trustee or the Registrar shall cause all Global Notes and Definitive Notes
      delivered to it and held by it hereunder to be maintained in safe custody in
      accordance with this Section.




(e)  The
      Security Register shall be in written form in the English language and shall
      include a record of the certificate number of each Note that has been issued,
      and shall show the amount of such Notes, the date of issue, all subsequent
      transfers and changes in ownership in respect thereof and the names, tax
      identifying numbers (if relevant to a specific holder), addresses of the holders
      of the Notes and any payment instructions with respect thereto (if different
      from a holder’s registered address).




37




(f)  The
      Registrar shall at all reasonable times during office hours make the Security
      Register available to the Trustee, the Paying Agent, the Company and the holders
      of such Notes or any person authorized by the Company in writing for inspection
      and for taking of copies thereof or extracts therefrom, and at the expense
      of
      the Company, the Registrar shall deliver to such persons all lists of holders
      of
      such Notes, their addresses, amounts of such holdings and other details as
      they
      may request.




(g)  The
      Registrar shall handle all requests for the registration of transfer, or
      exchange, repurchase or conversion, of Notes and receive certificates for the
      Notes deposited with the transfer agent for transfer, or exchange, repurchase
      or
      conversion, and in doing so, shall ensure that every Note presented or
      surrendered for registration of transfer, or exchange, repurchase or conversion,
      (if so required by the Company, the Trustee, the Paying Agent or the Registrar)
      be duly endorsed by, or be accompanied by a written instrument or instruments
      of
      transfer (in form satisfactory to the Company and the Registrar) duly executed
      by the holder thereof or by such holder’s attorney duly authorized in
      writing.




(h)  Neither
      the Company nor the Trustee nor any Registrar shall be required to exchange
      or
      register a transfer of (a) any Notes or portions thereof surrendered for
      conversion pursuant to Article
      14 or (b)
      any Notes or portions thereof tendered for purchase pursuant to Section
      3.02 (and not
      withdrawn).




(i)  Until
      the
      expiration of the holding period applicable to sales thereof under Rule 144(k)
      under the Securities Act (or any successor provision), any certificate
      evidencing such Note (and all securities issued in exchange therefor or
      substitution thereof, other than Common Stock, if any, issued upon conversion
      thereof, which shall bear the legend set forth in Exhibit
      D ,
      if
      applicable) shall bear a legend set forth in Exhibit
      A ,
      unless
      such Note has been sold pursuant to a registration statement that has been
      declared effective under the Securities Act (and which continues to be effective
      at the time of such transfer) or pursuant to Rule 144 under the Securities
      Act
      or any similar provision then in force, or unless otherwise agreed by the
      Company in writing, with written notice thereof to the Trustee.




(j)  Any
      stock
      certificate representing Common Stock issued upon conversion of such Note shall
      bear a legend substantially in the form of Exhibit
      D .




(k)  The
      Trustee and the Registrar shall be entitled to treat a telephone, telex or
      facsimile communication from a person purporting to be (and who the Trustee
      or
      the Registrar believe in good faith to be) the authorized representative of
      the
      Company, named in a list furnished to the Trustee and the Registrar from time
      to
      time, as sufficient instructions and authority of the Company for the Trustee
      and the Registrar to act in accordance with this Section.




(l)  Title
      to
      the Notes shall pass by delivery. However, title to Notes issued in the form
      of
      Global Notes held through Euroclear and Clearstream shall be transferable only
      in accordance with the rules and procedures of Euroclear and Clearstream, as
      appropriate.




38




Section
      2.06.  Mutilated,
      Destroyed, Lost or Stolen Notes .




In
      case
      any Note shall become mutilated or be destroyed, lost or stolen, the Company
      in
      its discretion may execute, and upon its written request the Trustee or an
      authenticating agent appointed by the Trustee shall authenticate and make
      available for delivery, a new Note, bearing a number not contemporaneously
      outstanding, in exchange and substitution for the mutilated Note, or in lieu
      of
      and in substitution for the Note so destroyed, lost or stolen. In every case,
      the applicant for a substituted Note shall furnish to the Company, to the
      Trustee and, if applicable, to such authenticating agent such security or
      indemnity as may be required by them to save each of them harmless for any
      loss,
      liability, cost or expense caused by or connected with such substitution, and,
      in every case of destruction, loss or theft, the applicant shall also furnish
      to
      the Company, to the Trustee and, if applicable, to such authenticating agent
      evidence to their satisfaction of the destruction, loss or theft of such Note
      and of the ownership thereof.




Following
      receipt by the Trustee or such authenticating agent, as the case may be, of
      satisfactory security or indemnity and evidence, as described in the preceding
      paragraph, the Trustee or such authenticating agent may authenticate any such
      substituted Note and make available for delivery such Note. Upon the issuance
      of
      any substituted Note, the Company or the Trustee, as the case may be, may
      require the payment by the holder of a sum sufficient to cover any tax,
      assessment or other governmental charge that may be imposed in relation thereto
      and any other expenses connected therewith. In case any Note which has matured
      or is about to mature or has been called for redemption or has been tendered
      for
      repurchase upon a Termination of Trading (and
      not
      withdrawn) or
      is to
      be converted into Common Stock shall become mutilated or be destroyed, lost
      or
      stolen, the Company may, instead of issuing a substitute Note, pay or authorize
      the payment of or convert or authorize the conversion of the same (without
      surrender thereof except in the case of a mutilated Note), as the case may
      be,
      if the applicant for such payment or conversion shall furnish to the Company,
      to
      the Trustee and, if applicable, to such authenticating agent such security
      or
      indemnity as may be required by them to save each of them harmless for any
      loss,
      liability, cost or expense caused by or in connection with such substitution,
      and, in every case of destruction, loss or theft, the applicant shall also
      furnish to the Company, the Trustee and, if applicable, any paying agent or
      conversion agent evidence to their satisfaction of the destruction, loss or
      theft of such Note and of the ownership thereof.




Every
      substitute Note issued pursuant to the provisions of this Section by virtue
      of
      the fact that any Note is destroyed, lost or stolen shall constitute an
      additional contractual obligation of the Company, whether or not the destroyed,
      lost or stolen Note shall be found at any time, and shall be entitled to all
      the
      benefits of (but shall be subject to all the limitations set forth in) this
      Indenture equally and proportionately with any and all other Notes duly issued
      hereunder. If, after the delivery of such replacement Note, a protected
      purchaser of the original Note in lieu of which such replacement Note was issued
      presents for payment, registration or conversion of such original Note, the
      Trustee shall be entitled to recover such replacement Note from the Person
      to
      whom it was delivered or any Person taking therefrom, except a protected
      purchaser, and shall be entitled to recover upon the security or indemnity
      provided therefor to the extent of any loss, damage, cost or expense incurred
      by
      the Company, the Trustee and any authenticating agent in connection
      therewith.




39




Section
      2.07.  Temporary
      Notes .




Pending
      the preparation of Notes in certificated form, the Company may execute and
      the
      Trustee or an authenticating agent appointed by the Trustee shall, upon the
      written request of the Company, authenticate and deliver temporary Notes
      (printed or lithographed). Temporary Notes shall be issuable in any authorized
      denomination, and substantially in the form of the Notes in certificated form,
      but with such omissions, insertions and variations as may be appropriate for
      temporary Notes, all as may be determined by the Company. Every such temporary
      Note shall be executed by the Company and authenticated by the Trustee or such
      authenticating agent upon the same conditions and in substantially the same
      manner, and with the same effect, as the Notes in certificated form. Without
      unreasonable delay, the Company will execute and deliver to the Trustee or
      such
      authenticating agent Notes in certificated form and thereupon any or all
      temporary Notes may be surrendered in exchange therefor, at each office or
      agency maintained by the Company pursuant to Section
      4.02 and the
      Trustee or such authenticating agent shall authenticate and make available
      for
      delivery in exchange for such temporary Notes an equal aggregate principal
      amount of Notes in certificated form. Such exchange shall be made by the Company
      at its own expense and without any charge therefor. Until so exchanged, the
      temporary Notes shall in all respects be entitled to the same benefits and
      subject to the same limitations under this Indenture as Notes in certificated
      form authenticated and delivered hereunder.




Section
      2.08.  Cancellation
      of Notes .




All
      Notes
      surrendered for the purpose of payment, redemption, repurchase, conversion,
      exchange or registration of transfer shall, if surrendered to the Company or
      any
      paying agent or any Registrar or any conversion agent, be surrendered to the
      Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall
      be
      promptly canceled by it, and no Notes shall be issued in lieu thereof except
      as
      expressly permitted by any of the provisions of this Indenture. The Trustee
      shall dispose of such canceled Notes in accordance with its customary
      procedures. If the Company shall acquire any of the Notes, such acquisition
      shall not operate as a redemption, repurchase or satisfaction of the
      indebtedness represented by such Notes unless and until the same are delivered
      to the Trustee for cancellation.




Section
      2.09.  Defaulted
      Interest .




If
      the
      Company defaults in a payment of interest on the Notes, it shall pay the
      defaulted interest in any lawful manner plus, to the extent lawful, interest
      payable on the defaulted interest, to the Persons who are holders on a
      subsequent special record date, in each case at the rate provided in the Notes
      and in Section
      4.01 hereof.
      The Company shall notify the Trustee in writing of the amount of defaulted
      interest proposed to be paid on each Note and the date of the proposed payment.
      The Company shall fix or cause to be fixed each such special record date and
      payment date; *provided* that no
      such special record date shall be less than 10 days prior to the related
      Interest Payment Date for such defaulted interest. At least 15 days before
      the
      special record date, the Company (or, upon the written request of the Company,
      the Trustee in the name and at the expense of the Company) shall mail or cause
      to be mailed to holders a notice that states the special record date, the
      related Interest Payment Date and the amount of such interest to be
      paid.




40




Section
      2.10.  ISIN
      Numbers .




The
      Company in issuing the Notes may use ISIN numbers (if then generally in use),
      and, if so, the Trustee shall use ISIN numbers in notices of redemption or
      repurchases as a convenience to Noteholders; *provided* that any
      such notice may state that no representation is made as to the correctness
      of
      such numbers either as printed on the Notes or as contained in any notice of
      a
      redemption or a repurchase and that reliance may be placed only on the other
      identification numbers printed on the Notes, and any such redemption or
      repurchase shall not be affected by any defect in or omission of such numbers.
      The Company will promptly notify the Trustee in writing of any change in the
      ISIN numbers.




Section
      2.11.  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 the holders.
      If
      the Trustee is not the Registrar, the Company shall cause to be furnished to
      the
      Trustee at least semiannually on January 11 and July 11 of each year a listing
      of holders dated within ten days of the date on which the list is furnished
      and
      at such other times as the Trustee may request in writing a list, in such form
      and as of such date as the Trustee may reasonably require, of the names and
      addresses of holders.






ARTICLE
      3




REDEMPTION
      AND REPURCHASE OF NOTES




Section
      3.01.  Redemption
      at Maturity .




Unless
      previously redeemed or converted or purchased and cancelled in accordance with
      this Indenture, the Company shall redeem the Notes at the Repurchase Amount
      on
      July 25, 2012.




The
      Notes
      may not be redeemed at the election of the Company, in whole or in part at
      any
      time prior to July 25, 2012.




Section
      3.02.  Offer
      to Purchase .




(a)  In
      the
      event that, pursuant to Section
      4.12 , Section
      4.17 or Section
      4.25 hereof,
      the Company shall be required to commence an Asset Sale Offer, a Change of
      Control Offer or a Termination of Trading Offer (each of the foregoing, an
      “ **Offer
      to Purchase** ”),
      respectively, it shall follow the procedures specified below.




(b)  The
      Company shall commence the Offer to Purchase by sending, by first-class mail,
      with a copy to the Trustee, to each holder at such holder’s address appearing in
      the Security Register, a notice the terms of which shall govern the Offer to
      Purchase stating:




(i)  that
      the
      Offer to Purchase is being made pursuant to this Section and Section
      4.12 , Section
      4.17 or Section
      4.25 ,
      as the
      case may be, and, in the case of a Change of Control Offer or Termination of
      Trading Offer, that such event has occurred, the circumstances and relevant
      facts regarding such event and that a Change of Control Offer or Termination
      of
      Trading Offer is being made pursuant to Section
      4.17 or Section
      4.25 ,
      respectively;




41




(ii)  the
      principal amount of Notes required to be purchased pursuant to Section
      4.12 , Section
      4.17 or Section
      4.25 ,
      as the
      case may be (the “ **Offer
      Amount** ”),
      the
      purchase price set forth in Section
      4.12 , Section
      4.17 or Section
      4.25 ,
      as
      applicable (the “ **Purchase
      Price** ”),
      the
      Offer Period and the Purchase Date (each as defined below);




(iii)  except
      as
      provided in clause (ix), that all Notes timely tendered and not withdrawn shall
      be accepted for payment;




(iv)  that
      any
      Note not tendered or accepted for payment shall continue to accrue
      interest;




(v)  that,
      unless the Company defaults in making such payment, any Note accepted for
      payment pursuant to the Offer to Purchase shall cease to accrue interest after
      the Purchase Date;




(vi)  that
      holders electing to have a Note purchased pursuant to an Offer to Purchase
      may
      elect to have Notes purchased in integral multiples of $100,000
      only;




(vii)  that
      holders electing to have a Note purchased pursuant to any Offer to Purchase
      shall be required to surrender the Note, with the form entitled “Purchase
      Notice” on the reverse of the Note completed, or transfer by book-entry
      transfer, to the Company, the Common Depositary, if appointed by the Company,
      or
      a Paying Agent at the address specified in the notice before the close of
      business on the third Business Day before the Purchase Date;




(viii)  that
      holders shall be entitled to withdraw their election if the Company, the Common
      Depositary or the Paying Agent, as the case may be, receives, not later than
      the
      expiration of the Offer Period, a telegram, facsimile transmission or letter
      setting forth the name of the holder, the principal amount of the Note (or
      portions thereof) the holder delivered for purchase and a statement that such
      holder is withdrawing his election to have such Note purchased;




(ix)  that,
      in
      the case of an Asset Sale Offer, if the aggregate principal amount of Notes
      surrendered by holders exceeds the Offer Amount, the Company shall select the
      Notes to be purchased on a *pro
      rata* basis
      (with such adjustments as may be deemed appropriate by the Company so that
      only
      Notes in denominations of $100,000 or integral multiples thereof shall be
      purchased);




(x)  that
      holders whose Notes were purchased in part shall be issued new Notes equal
      in
      principal amount to the unpurchased portion of the Notes surrendered (or
      transferred by book-entry transfer); and




42




(xi)  any
      other
      procedures the holders must follow in order to tender their Notes (or portions
      thereof) for payment and the procedures that holders must follow in order to
      withdraw an election to tender Notes (or portions thereof) for
      payment.




(c)  The
      Offer
      to Purchase shall remain open for a period of at least 30 days but no more
      than
      60 days following its commencement, except to the extent that a longer period
      is
      required by applicable law (the “ **Offer
      Period** ”).
      No
      later than five (5) Business Days (and in any event no later than the 60th
      day
      following any Change of Control or Termination of Trading) after the termination
      of the Offer Period (the “ **Purchase
      Date** ”),
      the
      Company shall purchase the Offer Amount or, if less than the Offer Amount has
      been tendered, all Notes tendered in response to the Offer to Purchase. Payment
      for any Notes so purchased shall be made in the same manner as interest payments
      are made. The Company shall publicly announce the results of the Offer to
      Purchase on the Purchase Date.




(d)  On
      or
      prior to the Purchase Date, the Company shall, to the extent
      lawful:




(i)  accept
      for payment (on a *pro
      rata* basis to
      the extent necessary in connection with an Asset Sale Offer) from each tendering
      holder, the Offer Amount of Notes or portions of Notes properly tendered and
      not
      withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount
      has been tendered, all Notes tendered; and




(ii)  surrender
      to the Trustee the Notes properly accepted to be cancelled by the Trustee in
      accordance Section
      2.08 hereof,
      together with an Officers’ Certificate stating the aggregate principal amount of
      Notes or portions of Notes being purchased by the Company and that such Notes
      or
      portions thereof were accepted for payment by the Company in accordance with
      the
      terms of this Section.




(e)  Upon
      receipt of the Notes in accordance with Section
      3.02(d)(i) ,
      the
      Company shall promptly, and in any event within one (1) Business Day after
      the
      Purchase Date, deliver to each tendering holder the Purchase Price. In the
      event
      that any portion of the Notes surrendered is not purchased by the Company,
      the
      Company shall promptly execute and issue a new Note in a principal amount equal
      to such unpurchased portion of the Note surrendered, and, upon receipt of an
      Authentication Order in accordance with Section
      2.04 hereof,
      the Trustee shall authenticate and deliver (or cause to be transferred by
      book-entry) such new Note to such holder, in a principal amount equal to any
      unpurchased portion of the Note surrendered; *provided* , *however* ,
      that
      each such new Note shall be in a principal amount of $100,000 or an integral
      multiple of US$1,000 in excess thereof. Any Note not so accepted shall be
      promptly mailed or delivered by the Company to the holder thereof.




(f)  If
      the
      Purchase Date is on or after a record date for the payment of interest and
      on or
      before the related Interest Payment Date, any accrued and unpaid Interest shall
      be paid to the Person in whose name a Note is registered at the close of
      business on such record date for the payment of interest, and no further
      Interest shall be payable to holders who tender Notes pursuant to the Offer
      to
      Purchase.




(g)  The
      Company shall comply, to the extent applicable, with the requirements of Rule
      14e-1 under the Exchange Act and any other securities laws and regulations
      thereunder to the extent those laws and regulations are applicable in connection
      with the Offer to Purchase. To the extent that the provisions of any securities
      laws or regulations conflict with Section
      4.12 , Section
      4.17 or Section
      4.25 ,
      as
      applicable, this Section or other provisions of this Indenture, the Company
      shall comply with applicable securities laws and regulations and shall not
      be
      deemed to have breached its obligations under Section
      4.12 , Section
      4.17 or Section
      4.25 ,
      as
      applicable, this Section or such other provision by virtue of such
      compliance.


43




Section
      3.03.  Mandatory
      Redemption upon reset .




In
      the
      event that, as at June 30 or December 31 of any year, commencing with December
      31, 2008 (such date, a “ **Mandatory
      Redemption Date** ”),
      the
      Conversion Rate is adjusted so that each $100,000 principal amount of the Notes
      shall be convertible into more than 11, 738 shares of Common Stock, the Company
      shall be required to redeem on a pro rata basis at the Redemption Price, Notes
      with an aggregate principal amount (“ **Mandatory
      Redemption Amount** ”)
      calculated in accordance with the following formula, rounded upwards (if
      necessary) to the nearest $100,000:




Mandatory
      Redemption Amount = A - (M x C)




Where:




A
            =
            aggregate
                principal amount of Notes outstanding on such Mandatory Redemption
                Date  M
            =
            4,692,234




C
            =
            the
                Conversion Price on such Mandatory Redemption
                Date





provided
      the applicable Conversion Rate is greater than the Conversion Rate applicable
      on
      the immediately preceding Mandatory Redemption Date, if any.





The
      Redemption Price in respect of any Mandatory Redemption Amount shall be paid
      in
      full to Noteholders by the Company within three (3) months of the relevant
      Mandatory Redemption Date.





ARTICLE
      4




PARTICULAR
      COVENANTS OF THE COMPANY




Section
      4.01.  Payment
      of Principal and Interest .




The
      Company covenants and agrees that it will duly and punctually pay or cause
      to be
      paid the principal of (including the purchase price upon an Offer to Purchase
      or
      the repurchase price upon repurchase, in each case pursuant to Article
      3 )
      and
      Interest, on each of the Notes at the places, at the respective times and in
      the
      manner provided herein and in the Notes.




The
      Company shall pay, from time to time on demand, interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) accrued
      on
      overdue principal and premium, if any, at a rate that is 5% per annum in excess
      of the rate then in effect from the due date and ending on the date immediately
      preceding the related Interest Payment Date; it shall pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on overdue
      installments of interest (without regard to any applicable grace periods),
      from
      time to time on demand at the same rate to the extent lawful.




44




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




Section
      4.02.  Maintenance
      of Office or Agency .




The
      Company will maintain an office or agency in the City of New York, where the
      Notes may be surrendered for registration of transfer or exchange (“ **Registrar** ”)
      or for
      presentation for payment or for conversion, redemption or repurchase
      (“ **Paying
      Agent** ”)
      and
      where notices and demands to or upon the Company in respect of the Notes and
      this Indenture may be served. The Registrar shall keep a register (the
“ **Security
      Register** ”)
      of the
      Notes and of their registration of transfer and exchange. The Company will
      give
      prompt written notice to the Trustee of the location, and any change in the
      location, of such office or agency not designated or appointed by the Trustee.
      If at any time the Company shall fail to maintain any such required office
      or
      agency or shall fail to furnish the Trustee with the address thereof, such
      presentations, surrenders, notices and demands may be made or served at the
      Corporate Trust Office.




The
      Company may also from time to time designate co-registrars and one or more
      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. The
      Company will give prompt written notice of any such designation or rescission
      and of any change in the location of any such other office or
      agency.




The
      Company hereby initially designates the Trustee as paying agent, Registrar,
      Custodian and conversion agent and each of the Corporate Trust Office and the
      office of agency of the Trustee in City of New York, shall be considered as
      one
      such office or agency of the Company for each of the aforesaid purposes. The
      Company shall enter into an appropriate agency agreement with any Registrar,
      paying agent or co-registrar not a party to this Indenture, which shall
      incorporate the terms of the TIA.




So
      long
      as the Trustee is the Registrar, the Trustee agrees to mail, or cause to be
      mailed, the notices set forth in Section
      7.08(a) and the
      third paragraph of Section
      7.09 .
      If
      co-registrars have been appointed in accordance with this Section, the Trustee
      shall mail such notices only to the Company and the holders of Notes it can
      identify from its records.




Section
      4.03.  Provisions
      as to Paying Agent .




(a)  If
      the
      Company shall appoint a paying agent other than the Trustee, or if the Trustee
      shall appoint such a paying agent, the Company will cause such paying agent
      to
      execute and deliver to the Trustee an instrument incorporating the terms of
      the
      TIA and in which such agent shall agree with the Trustee, subject to the
      provisions of this Section:




(i)  that
      it
      will hold all sums held by it as such agent for the payment of the principal
      of
      or Interest on the Notes (whether such sums have been paid to it by the Company
      or by any other obligor on the Notes) in trust for the benefit of the holders
      of
      the Notes;




45




(ii)  that
      it
      will give the Trustee notice of any failure by the Company (or by any other
      obligor on the Notes) to make any payment of the principal of or Interest on
      the
      Notes when the same shall be due and payable; and




(iii)  that
      at
      any time during the continuance of an Event of Default, upon request of the
      Trustee, it will forthwith pay to the Trustee all sums so held in
      trust.




The
      Company shall, on the Business Day prior to each due date of the principal
      or
      Interest on the Notes, deposit with the paying agent a sum (in funds which
      are
      immediately available on the due date for such payment) sufficient to pay such
      principal or Interest, and (unless such paying agent is the Trustee) the Company
      will promptly notify the Trustee in writing of any failure to take such action; *provided* that if
      such deposit is made on the due date, such deposit shall be received by the
      paying agent by 10:00 a.m. New York City time, on such date.




(b)  If
      the
      Company shall act as its own paying agent, it will, on the Business Day prior
      to
      each due date of the principal of or Interest on the Notes, set aside, segregate
      and hold in trust for the benefit of the holders of the Notes a sum sufficient
      to pay such principal or Interest so becoming due and will promptly notify
      the
      Trustee in writing of any failure to take such action and of any failure by
      the
      Company (or any other obligor under the Notes) to make any payment of the
      principal of or Interest on the Notes when the same shall become due and
      payable.




(c)  Anything
      in this Section to the contrary notwithstanding, the Company may, at any time,
      for the purpose of obtaining a satisfaction and discharge of this Indenture,
      or
      for any other reason, pay or cause to be paid to the Trustee all sums held
      in
      trust by the Company or any paying agent hereunder as required by this Section,
      such sums to be held by the Trustee upon the trusts herein contained and upon
      such payment by the Company or any paying agent to the Trustee, the Company
      or
      such paying agent shall be released from all further liability with respect
      to
      such sums.




(d)  Anything
      in this Section to the contrary notwithstanding, the agreement to hold sums
      in
      trust as provided in this Section is subject to Sections
      11.03 and 11.04 .




The
      Trustee shall not be responsible for the actions of any other paying agents
      (including the Company if acting as its own paying agent) and shall have no
      control of any funds held by such other paying agents.




Section
      4.04.  Existence .




Subject
      to Article
      5 ,
      the
      Company will do or cause to be done all things necessary to preserve and keep
      in
      full force and effect its existence and rights (charter and statutory); *provided* that the
      Company shall not be required to preserve any such right if the Company shall
      determine that the preservation thereof is no longer desirable in the conduct
      of
      the business of the Company and that the loss thereof is not disadvantageous
      in
      any material respect to the Noteholders.




Section
      4.05.  Maintenance
      of Properties .




The
      Company will use its best endeavors to cause all properties used or useful
      in
      the conduct of its business or the business of any Significant Subsidiary to
      be
      maintained and kept in good condition, repair and working order, fair wear
      and
      tear excepted, and supplied with all necessary equipment and will use its best
      endeavors to cause to be made all necessary repairs, renewals, replacements,
      betterments and improvements thereof, all as in the judgment of the Company
      may
      be necessary so that the business carried on in connection therewith may be
      properly and advantageously conducted at all times; *provided* that
      nothing in this Section shall prevent the Company from discontinuing the
      operation or maintenance of any of such properties if such discontinuance is,
      in
      the judgment of the Company, desirable in the conduct of its business or the
      business of any subsidiary and not disadvantageous in any material respect
      to
      the Noteholders.




46




Section
      4.06.  Payment
      of Taxes and Other Claims .




The
      Company will pay or discharge, or cause to be paid or discharged, before the
      same may become delinquent, (i) all taxes, assessments and governmental charges
      levied or imposed upon the Company or any Significant Subsidiary or upon the
      income, profits or property of the Company or any Significant Subsidiary, (ii)
      all claims for labor, materials and supplies which, if unpaid, might by law
      become a lien or charge upon the property of the Company or any Significant
      Subsidiary and (iii) all stamp taxes and other duties, if any, which may be
      imposed by the United States or any political subdivision thereof or therein,
      or
      which may be imposed under the laws of any other applicable jurisdiction, in
      connection with the issuance, transfer, exchange, conversion, redemption or
      repurchase of any Notes or with respect to this Indenture; *provided* that, in
      the case of clauses (i) and (ii), the Company shall not be required to pay
      or
      discharge or cause to be paid or discharged any such tax, assessment, charge
      or
      claim (A) if the failure to do so will not, in the aggregate, have a material
      adverse impact on the Company, or (B) if the amount, applicability or validity
      is being contested in good faith by appropriate proceedings.




Section
      4.07.  Stay,
      Extension and Usury Laws .




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




Section
      4.08.  Payments
      for Consent .




The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, pay or cause to be paid any consideration, whether by way of
      interest, fee or otherwise, to or for the benefit of any holder for or as an
      inducement to any consent, waiver or amendment of any of the terms or provisions
      of this Indenture or the Notes unless such consideration is offered to be paid
      and is paid to all holders that consent, waive or agree to amend in the time
      frame set forth in the solicitation documents relating to such consent, waiver
      or agreement.




47




Section
      4.09.  Incurrence
      of Additional Debt ;
      Financial Covenants .




(a)  The
      Company shall not, and shall not permit any of its Subsidiaries to, Incur,
      directly or indirectly, any Debt unless, after giving effect to the application
      of the proceeds thereof, no Default or Event of Default would occur as a
      consequence of such Incurrence or be continuing following such Incurrence.




(b)  The
      Company shall maintain a Leverage Ratio, as determined as of the last day of
      each Fiscal Quarter, for the four Fiscal Quarters ending on such day, not
      exceeding (x) 6.30 to 1.00 from the Issue Date through September 30, 2007,
      (y)
      5.00 to 1.00 from October 1, 2007 to September 30, 2008 and (z) 3.50 to 1.00
      thereafter.




(c)  Notwithstanding
      anything to the contrary contained in this Section,




(i)  the
      Company shall not, ****** and
      shall
      not permit any Guarantor to, Incur any Debt pursuant to this covenant if the
      proceeds thereof are used, directly or indirectly, to Refinance any Subordinated
      Obligations unless such Debt shall be subordinated to the Notes or the
      applicable Guarantee, as the case may be, to at least the same extent as such
      Subordinated Debt;




(ii)  the
      Company shall not permit any of its Subsidiaries that is not a Guarantor to
      Incur any Debt pursuant to this covenant if the proceeds thereof are sed,
      directly or indirectly, to Refinance any Debt of the Company or any Guarantor;
      and




(iii)  accrual
      of interest, accretion or amortization of original issue discount and the
      payment of interest or dividends in the form of additional Debt, will be deemed
      not to be an Incurrence of Debt for purposes of this Section.




Section
      4.10.  Restricted
      Payments .




The
      Company shall not make, and shall not permit any of its Subsidiaries to make,
      directly or indirectly, any Restricted Payment if at the time of, and after
      giving effect to, such proposed Restricted Payment,




(a)  a
      Default
      or Event of Default shall have occurred and be continuing, or




(b)  the
      Company could not Incur at least $1.00 of additional Debt in compliance with Section
      4.09 ,
      or




(c)  the
      aggregate amount of such Restricted Payment and all other Restricted Payments
      declared or made since the Issue Date (the amount of any Restricted Payment,
      if
      made other than in cash, to be based upon Fair Market Value at the time of
      such
      Restricted Payment) would exceed an amount equal to the sum of:




48




(1)  10%
      of
      the aggregate amount of Consolidated Net Income accrued during the period
      (treated as one accounting period) from the beginning of the Fiscal Quarter
      after the Issue Date to the end of the most recent Fiscal Quarter ending prior
      to the date of such Restricted Payment (or if the aggregate amount of
      Consolidated Net Income for such period shall be a deficit, minus 100% of such
      deficit), plus




(2)  100%
      of
      the Capital Stock Sale Proceeds, plus




(3)  the
      sum
      of:




(A)  the
      aggregate net cash proceeds received by the Company or any Guarantor from the
      issuance or sale after the Issue Date of convertible or exchangeable Debt that
      has been converted into or exchanged for Capital Stock (other than Disqualified
      Stock) of the Company, and




(B)  the
      aggregate amount by which Debt (other than Subordinated Obligations) of the
      Company or any Guarantor is reduced on the Company’s consolidated balance sheet
      on or after the Issue Date upon the conversion or exchange of any Debt issued
      or
      sold on or prior to the Issue Date that is convertible or exchangeable for
      Capital Stock (other than Disqualified Stock) of the Company,




excluding,
      in the case of clause (A) or (B):




(x)
      any
      such Debt issued or sold to the Company or a Subsidiary of the Company or an
      employee stock ownership plan or trust established by the Company or any such Subsidiary for
      the benefit of their employees, and




(y)
      the
      aggregate amount of any
      cash or other Property distributed by the Company or any of its Subsidiaries
      upon any such conversion or exchange, plus




(4)  an
      amount
      equal to the net reduction in Investments in any Person other than the Company
      or any of its Subsidiaries resulting from dividends, repayments of loans or
      advances or other transfers of Property, in each case to the Company or any
      of
      its Subsidiaries from such Person.




Notwithstanding
      the foregoing limitation, the Company may:




(a)  pay
      dividends on its Capital Stock within 60 days of the declaration thereof if,
      on
      the declaration date, such dividends could have been paid in compliance with
      the
      Indenture; *provided* , *however* ,
      that at
      the time of such payment of such dividend, no other Default or Event of Default
      shall have occurred and be continuing (or result therefrom); *provided
      further* , *however* ,
      that
      such dividend shall be included in the calculation of the amount of Restricted
      Payments;




49




(b)  purchase,
      repurchase, redeem, legally defease ,
      acquire
      or retire for value Capital Stock of t h e
      Company
      or Subordinated Obligations in exchange for, or out of the proceeds of the substantially
      concurrent sale of, Capital Stock of the Company (other than Disqualified Stock
      and other than Capital Stock issued or sold to a Subsidiary of the Company
      or an
      employee stock ownership plan or trust established by the Company or any such
      Subsidiary for the benefit of their employees); *provided* , *however* ,
      that




(1)  such
      purchase, repurchase, redemption, legal defeasance, acquisition or retirement
      shall be excluded in the calculation of the amount of Restricted Payments
      and




(2)  the
      Capital Stock Sale Proceeds from such exchange or sale shall be excluded from
      the calculation pursuant to clause (c)(2) above; and




(c)  purchase,
      repurchase, redeem, legally defease, acquire or retire for value any
      Subordinated Obligations in exchange for, or out of the proceeds of the
      substantially concurrent sale of, Permitted Refinancing Debt; *provided* , *however* ,
      that
      such purchase, repurchase, redemption, legal defeasance, acquisition or
      retirement shall be excluded in the calculation of the amount of Restricted
      Payments.




Section
      4.11.  Liens .




The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens)
      upon
      any of its Property (including Capital Stock of any of its Subsidiaries),
      whether owned at the Issue Date or thereafter acquired, or any interest therein
      or any income or profits therefrom, unless it has made or will make effective
      provision whereby the Notes or the applicable Guarantee will be secured by
      such
      Lien equally and ratably with (or, if such other Debt constitutes Subordinated
      Debt, prior to) all other Debt of the Company or any of its Subsidiaries secured
      by such Lien for so long as such other Debt is secured by such
      Lien.




Section
      4.12.  Asset
      Sales .




The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, consummate any Asset Sale unless:




(a)  the
      Company or such Subsidiary receives consideration at the time of such Asset
      Sale
      at least equal to the Fair Market Value of the Property subject to such Asset
      Sale;




(b)  at
      least
      75% of the consideration paid to the Company or such Subsidiary in connection
      with such Asset Sale is in the form of cash or Cash Equivalents or the
      assumption by the purchaser of liabilities of the Company or any of its
      Subsidiaries (other than contingent liabilities or liabilities that are by
      their
      terms subordinated to the Notes or the applicable Guarantee) as a result of
      which the Company and its Subsidiaries are no longer obligated with respect
      to
      such liabilities;




50




(c)  no
      Default or Event of Default shall have occurred and be continuing or would
      occur
      as a result of such Asset Sale;




(d)  the
      Company could Incur at least US$1.00 of Debt in compliance with Section
      4.09 after
      giving effect to such Asset Sale; and




(e)  the
      Company delivers an Officers’ Certificate to the Trustee certifying that such
      Asset Sale complies with the foregoing clauses (a) to (d).




The
      Net
      Available Cash (or any portion thereof) from Asset Sales may be applied by
      the
      Company or any of its Subsidiaries, to the extent the Company or such Subsidiary
      elects (or is required by the terms of any Debt) to reinvest in Additional
      Assets (including by means of an Investment in Additional Assets by any
      Subsidiary of the Company with Net Available Cash received by the Company or
      another Subsidiary of the Company).




Any
      Net
      Available Cash from an Asset Sale not applied in accordance with the preceding
      paragraph within 120 days from the date of the receipt of such Net Available
      Cash shall constitute “ **Excess
      Proceeds** ”.




When
      the
      aggregate amount of Excess Proceeds exceeds $5.0 million (taking into account
      income earned on such Excess Proceeds, if any), the Company will be required to
      make an offer to repurchase (the “ **Asset
      Sale Offer** ”)
      the
      Notes, which offer shall be in the amount of the Allocable Excess Proceeds
      (rounded to the nearest $100,000), on a *pro
      rata* basis
      according to principal amount, at the Repurchase Amount, in accordance with
      the
      procedures (including prorating in the event of oversubscription) set forth
      in Section
      3.02 .
      To the
      extent that any portion of the amount of Net Available Cash remains after
      compliance with the preceding sentence and *provided* that
      all
      holders of Notes have been given the opportunity to tender their Notes for
      repurchase in accordance with Section
      3.02 ,
      the
      Company or such Subsidiary may use such remaining amount first to Repay the
      Credit Facilities or any other Senior Debt of the Company or any Guarantor
      or
      Debt of any Subsidiary of the Company that is not a Guarantor (excluding, in
      any
      such case, any Debt owed to the Company or an Affiliate of the Company), and
      only thereafter, for any purpose permitted by this Indenture, and the amount
      of
      Excess Proceeds will be reset to zero.




The
      term
“ **Allocable
      Excess Proceeds** ”
shall
      mean the product of:




(a)  the
      Excess Proceeds and




(b)  a
      fraction,




(1)  the
      numerator of which is the aggregate principal amount of the Notes outstanding
      on
      the date of the Asset Sale Offer, and




(2)  the
      denominator of which is the sum of the aggregate principal amount of the Notes
      outstanding on the date of the Asset Sale Offer and the aggregate principal
      amount (or accreted value, if applicable) of other Debt of the Company
      outstanding on the date of the Asset Sale Offer that is *pari
      passu* in
      right
      of payment with the Notes and subject to terms and conditions in respect of
      Asset Sales similar in all material respects to this Section and requiring
      the
      Company to make an offer to repurchase such Debt at substantially the same
      time
      as the Asset Sale Offer.




51




Section
      4.13.  Restrictions
      on Distributions from Subsidiaries .




The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, create or otherwise cause or suffer to exist any consensual
      restriction on the right of any of its Subsidiaries to:




(a)  pay
      dividends, in cash or otherwise, or make any other distributions on or in
      respect of its Capital Stock owned by, or pay any Debt or other obligation
      owed,
      to, the Company or any other Subsidiary of the Company,




(b)  make
      any
      loans or advances to the Company or any other Subsidiary of the Company, or




(c)  transfer
      any of its Property to the Company or any other Subsidiary of the Company.




The
      foregoing limitations will not apply:




(1)  with
      respect to clauses (a), (b) and (c), to restrictions:




(A)  in
      effect
      on the Issue Date (including, without limitation, restrictions pursuant to
      the
      Notes and this Indenture),




52




(B)  relating
      to Debt of any Subsidiary of the Company and existing at the time it became
      a
      Subsidiary of the Company if such restriction was not created in connection
      with
      or in anticipation of the transaction or series of transactions pursuant to
      which such Subsidiary became a Subsidiary of the Company or was acquired by
      the
      Company, or




(C)  that
      result from the Refinancing of Debt Incurred pursuant to an agreement referred
      to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below, *provided* such
      restrictions are not less favorable to the holders of Notes than those under
      the
      agreement evidencing the Debt so Refinanced, and




(2)  with
      respect to clause (c) only, to restrictions:




(A)  relating
      to Debt that is permitted to be Incurred and secured without also securing
      the
      Notes or the applicable Guarantee ****** in
      compliance with Section
      4.09 and Section
      4.11 that
      limit the right of the debtor to dispose of the Property securing such
      Debt,




(B)  encumbering
      Property at the time such Property was acquired by the Company or any of its
      Subsidiaries, so long as such restrictions relate solely to the Property so
      acquired and were not created in connection with or in anticipation of such
      acquisition,




(C)  resulting
      from customary provisions restricting subletting or assignment of leases or
      customary provisions in other agreements that restrict assignment of such
      agreements or rights thereunder, or




(D)  customary
      restrictions contained in asset sale agreements limiting the transfer of such
      Property pending the closing of such sale.




Section
      4.14.  Affiliate
      Transactions .




The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, conduct any business or enter into or suffer to exist any
      transaction or series of transactions (including the purchase, sale, transfer,
      assignment, lease, conveyance or exchange of any Property or the rendering
      of
      any service) with, or for the benefit of, any Affiliate of the Company (an
      “ **Affiliate
      Transaction** ”),
      unless:




(a)  the
      terms
      of such Affiliate Transaction are:




(1)  set
      forth
      in writing,




(2)  in
      the
      best interest of the Company or such Subsidiary, as the case may be, and




(3)  no
      less
      favorable to the Company or such Subsidiary, as the case may be, than those
      that
      could be obtained in a comparable arm’s-length transaction with a Person that is
      not an Affiliate of the Company,




(b)  if
      such
      Affiliate Transaction involves aggregate payments or value in excess of $1.0
      million, the Board of Directors (including a majority of the disinterested
      members of the Board of Directors) approves such Affiliate Transaction and,
      in
      its good faith judgment, believes that such Affiliate Transaction complies
      with
      clauses (a)(2) and (3) of this paragraph as evidenced by a Board Resolution
      promptly delivered to the Trustee, and




(c)  if
      such
      Affiliate Transaction involves aggregate payments or value in excess of $5.0
      million, the Company obtains a written opinion from an Independent Financial
      Advisor to the effect that the consideration to be paid or received in
      connection with such Affiliate Transaction is fair, from a financial point
      of
      view, to the Company and its Subsidiaries.




53




Notwithstanding
      the foregoing limitation, the Company or any of its Subsidiaries may enter
      into
      or suffer to exist the following:




(a)  any
      transaction or series of transactions between the Company and one or more of
      its
      Subsidiaries or between two or more of its Subsidiaries in the ordinary course
      of business, *provided* that no
      more than 5% of the total voting power of the Voting Stock (on a fully diluted
      basis) of any such Subsidiary is owned by an Affiliate of the Company (other
      than any Subsidiary of the Company);




(b)  any
      Restricted Payment permitted to be made pursuant to Section
      4.10 or any
      Permitted Investment;




(c)  the
      payment of compensation (including amounts paid pursuant to employee benefit
      plans) for the personal services of officers, directors and employees of the
      Company or any of its Subsidiaries, so long as the Board of Directors in good
      faith shall have approved the terms thereof and deemed the services theretofore
      or thereafter to be performed for such compensation to be fair consideration
      therefor; and




(d)  loans
      and
      advances to employees made in the ordinary course of business and consistent
      with the past practices of the Company or such Subsidiary, as the case may
      be, *provided* that
      such
      loans and advances do not exceed $300,000 in the aggregate at any one time
      outstanding; *provided* , *however* ,
      that
      the Company and its Subsidiaries shall comply in all material respects with
      all
      provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations
      promulgated in connection therewith that would be applicable to an issuer with
      debt securities registered under the Securities Act relating to such loans
      and
      advances.




Section
      4.15.  Issuance
      or Sale of Capital Stock of Subsidiaries .




The
      Company shall not:




(a)  sell,
      pledge, hypothecate or otherwise dispose of any shares of Capital Stock of
      any
      of its Subsidiaries, or




(b)  permit
      any Subsidiary of the Company to, directly or indirectly, issue or sell or
      otherwise dispose of any shares of its Capital Stock,




other
      than, in the case of either (a) or (b):




(1)  directors’
      qualifying shares,




(2)  to
      secure
      the Notes,




(3)  to
      the
      Company or a Wholly Owned Subsidiary, or




(4)  a
      disposition of 100% of the shares of Capital Stock of such Subsidiary; *provided,
      however,* that, in
      the case of this clause (4),




(A)  such
      disposition is effected in compliance with Section
      4.12 ,
      and




54




(B)  upon
      consummation of such disposition and execution and delivery of a supplemental
      indenture in form satisfactory to the Trustee, such Subsidiary shall be released
      from any Guarantee previously made by such Subsidiary.




Section
      4.16.  Maintenance
      of Consolidated Tangible Net Worth .




The
      Company shall not, on the Issue Date (after giving effect to the issuance of
      the
      Notes) or at the end of any Fiscal Quarter thereafter, permit its Consolidated
      Tangible Net Worth to be less than the Consolidated Tangible Net Worth
      Threshold. The “Consolidated Tangible Net Worth Threshold” shall be equal to
      $157,000,000 ( or
      its
      equivalent in RMB, calculated at the exchange rate for conversion of US dollars
      into RMB quoted by the People’s Bank of China on the Issue Date or the last
      Business Day of such Fiscal Quarter, as the case may be) from the
      Issue Date until redemption or conversion or purchase and cancellation in full
      of the Notes in accordance with this Indenture.




Section
      4.17.  Repurchase
      at the Option of Holders Following a Change of Control .




(a)  Upon
      the
      occurrence of a Change of Control, the Company shall, within 7 days thereafter
      notify the Trustee and the holders of such Change of Control, and within 30
      days
      of a Change of Control, make an offer (the “ **Change
      of Control Offer** ”)
      pursuant to the procedures set forth in Section
      3.02 .
      Each
      holder shall have the right to accept such offer and require the Company to
      repurchase all or any portion (equal to $100,000 or an integral multiple
      thereof) of such holder’s Notes pursuant to the Change of Control Offer at a
      purchase price, in cash equal to the Repurchase Amount.




(b)  The
      Company shall not be required to make a Change of Control Offer following a
      Change of Control if a third party makes the Change of Control Offer in the
      manner, at the times and otherwise in compliance with the requirements set
      forth
      in this Indenture applicable to a Change of Control Offer made by the Company
      and purchases all Notes properly tendered and not withdrawn under such Change
      of
      Control Offer.




Section
      4.18.  Future
      Guarantors .




(a)  None
      of
      the Operating Subsidiaries shall be required to execute or deliver to the
      Trustee any Guarantee; provided ,
      however, that each of the Operating Subsidiaries hereby agrees, and each of
      the
      Company and SHHL hereby agrees, jointly and severally, following a change in
      PRC
      law or interpretation in PRC law by which the Operating Subsidiaries are
      permitted to grant a Guarantee in respect of the obligations of the Company
      under the Notes and this Indenture, to execute and deliver to the Trustee a
      Guarantee to the fullest extent permitted under then applicable laws (including
      the laws of the PRC) and subject to obtaining all necessary Governmental
      Approvals; provided ,
      that,
      where Company delivers an Officer’s Certificate which references advice received
      from the Company’s accountants to the effect that the grant of such Guarantee
      would be the direct and sole cause requiring such Operating Subsidiary to
      separately file audited financial statements pursuant to Regulation S-X (or
      its
      equivalent or successor provision) on an ongoing basis and such Operating
      Subsidiary is not already filing such financial statements, the obligation
      of
      such Operating Subsidiary to grant a Guarantee pursuant to this paragraph (a)
      shall be suspended for so long as the grant of such Guarantee would be the
      direct and sole cause requiring such Operating Subsidiary to file such financial
      statements.




55




(b)  Subject
      to paragraph (c) below, the Company shall cause each Person that becomes a
      Subsidiary following the Issue Date to execute and deliver to the Trustee a
      Guarantee at the time such Person becomes a Subsidiary, to the fullest extent
      permitted by applicable laws (including the laws of the PRC) and subject to
      obtaining all necessary Governmental Approval.




(c)  Paragraph
      (b) shall only apply to a Subsidiary incorporated in the PRC following a change
      in PRC law or interpretation in PRC law by which such Subsidiary is permitted
      to
      grant a Guarantee in respect of the obligations of the Company under the Notes
      and this Indenture, whereupon such future PRC Subsidiaries shall execute and
      deliver to the Trustee an equivalent Guarantee in accordance with paragraph
      (b)
      above; provided ,
      that,
      where Company delivers an Officer’s Certificate which references advice received
      from the Company’s accountants to the effect that the grant of such Guarantee
      would be the direct and sole cause requiring such Subsidiary to separately
      file
      audited financial statements pursuant to Regulation S-X (or its equivalent
      or
      successor provision) on an ongoing basis and such Subsidiary is not already
      filing such financial statements, the obligation of such Subsidiary to grant
      a
      Guarantee pursuant to paragraph (b) above shall be suspended for so long as
      the
      grant of such Guarantee would be the direct and sole cause requiring such
      Operating Subsidiary to file such financial statements.




Section
      4.19.  Business
      Activities ;
      Charter Documents .




(a)  The
      Company shall not, and the Company shall not permit any of its Subsidiaries
      to,
      directly or indirectly, engage in any business other than a Related
      Business.




(b)  The
      Company shall not, and the Company shall not permit any of its Subsidiaries
      to,
      amend, alter, waive or repeal any provision of the certificate of incorporation,
      memorandum and articles of association or any other organizational or
      constitutional documents of the Company or its Subsidiaries in a way that would
      be adverse to the interests of the holders of the Notes.




Section
      4.20.  Sale
      and Leaseback Transactions .




The
      Company shall not, and shall not permit any of its Subsidiaries to, enter into
      any Sale and Leaseback Transaction with respect to any Property
      unless:




(a)  the
      Company or such Subsidiary would be entitled to:




(1)  Incur
      Debt in an amount equal to the Attributable Debt with respect to such Sale
      and
      Leaseback Transaction in compliance with Section
      4.09 and




(2)  create
      a
      Lien on such Property securing such Attributable Debt without also securing
      the
      Notes or the applicable Guarantee ****** pursuant
      to Section
      4.11 and




56




(b)  such
      Sale
      and Leaseback Transaction is effected in compliance with Section
      4.12 .




Section
      4.21.  Impairment
      of Security Interest .




The
      Company shall not, and shall not permit any of its Subsidiaries to, take or
      omit
      to take any action that might or would have the result of materially impairing
      the security interest with respect to the Collateral for the benefit of the
      Trustee and the holders of the Notes, and the Company shall not, and shall
      not
      permit any of its Subsidiaries to, grant to any Person other than the Collateral
      Agent, for the benefit of the Trustee, the holders of the Notes and the other
      beneficiaries described in the Security Documents, any interest whatsoever
      in
      any of the Collateral.




Section
      4.22.  Amendments
      to Security Documents .




The
      Company shall not, and shall not permit any of its Subsidiaries to, amend,
      waive
      or otherwise modify, or permit or consent to any amendment, waiver or other
      modification, the Security Documents in any way that would be adverse to the
      holders of the Notes.




Section
      4.23.  Use
      of
      Proceeds .




The
      Company will not use the net proceeds from the sale of the Notes, in any amount,
      for any purpose other than for
      Capital Expenditures, acquisitions and general corporate purposes, and pending
      the application of all of such net proceeds in such manner, to
      invest the portion of such net proceeds not yet so applied in Cash Equivalents; *provided* that the
      Company shall deliver, or cause to be delivered, to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating to the effect that all
      relevant Governmental Approval has been obtained from the relevant Governmental
      Authority, and no violation of laws, rules, regulations or orders of any
      Governmental Authority by any of the Company or the Subsidiaries has occurred
      or
      will occur in connection with, or as a result of, the consummation of any such
      acquisition or performance of their respective obligations under the related
      transaction documents within 30 days after the consummation of any such
      acquisition.




Section
      4.24.  Maintenance
      of Insurance .




The
      Company shall, and shall cause its Subsidiaries to, maintain the currently
      existing and additional insurance policies to be obtained covering the risks
      of
      the business carried on by the Company.




Section
      4.25.  Repurchase
      UponTermination
      of Trading .




Upon
      the
      occurrence of a Termination of Trading, the Company shall, within 7 days
      thereafter notify the Trustee and the holders of such Termination of Trading,
      and within 30 days of a Termination of Trading, make an offer (the “ **Termination
      of Trading Offer** ”)
      pursuant to the procedures set forth in Section
      3.02 .
      Each
      holder shall have the right to accept such offer and require the Company to
      repurchase all or any portion (equal to $100,000 or an integral multiple of
      $100,000) of such holder’s Notes pursuant to the Termination of Trading Offer at
      a purchase price, in cash equal to the Repurchase Amount.




57




Section
      4.26.  Government
      Approvals and Licenses; Compliance with Law .




The
      Company shall, and shall cause its Subsidiaries to, (a) obtain and maintain
      in
      full force and effect all Governmental Approvals, authorizations, consents,
      permits, concessions and licenses as are necessary to engage in a Related
      Business, (b) preserve and maintain good and valid title to its properties
      and
      assets (including land-use rights) free and clear of any Liens other than
      Permitted Liens and (c) comply with all laws, regulations, orders, judgments
      and
      decrees of any governmental body, except to the extent that failure so to
      obtain, maintain, preserve and comply would reasonably be expected to have
      a
      material adverse effect on (1) the business, results of operations or prospects
      of the Company and its Subsidiaries taken as a whole or (2) the ability of
      the
      Company or any Guarantor to perform its obligations under the Notes, the
      relevant Guarantee of the Notes or this Indenture.




Section
      4.27.  Engage
      Qualified Auditing Firms .




The
      Company shall maintain the engagement of Deloitte Touche Tohmatsu CPA Ltd.
      or
      shall appoint any one of the following accounting firms as auditor of the
      Company and its Subsidiaries to audit the Company’s consolidated annual
      financial statements and perform interim reviews of the Company’s consolidated
      quarterly financial statements, all in accordance with Regulation S-X:
      PricewaterhouseCoopers, Ernst & Young, KPMG, BDO International, Grant
      Thornton International, RSM International, Baker Tilly International, Horwath
      International, Moores Rowland International, Moss Adams, J.H. Cohn, Crowe Chizek
      and Co. LLC, Plante & Moran PLLC or BKD LLP.




Section
      4.28.  Notes
      to Rank Senior .




The
      Notes
      are senior secured obligations of the Company and rank pari passu in right
      of
      payment with all existing and future debt of the Company that is not
      subordinated to the Notes and rank senior in right of payment to any future
      subordinated obligations of the Company, other than with respect to debt
      incurred pursuant to working capital facilities in an aggregate principal amount
      not exceeding $25,000,000 at any time. The Guarantees are senior unsecured
      obligations of the Guarantors and rank pari passu in right of payment with
      all
      existing and future debt of the Guarantors that is not subordinated to the
      Guarantees and rank senior in right of payment to any future subordinated
      obligations of the Guarantors, other than with respect to debt incurred pursuant
      to working capital facilities in an aggregate principal amount not exceeding
      $25,000,000 at any time.





Section
      4.29.  Compliance
      Certificate .




The
      Company shall deliver to the Trustee, within one hundred twenty (120) days
      after
      the end of each fiscal year of the Company, a certificate signed by either
      the
      principal executive officer, principal financial officer or principal accounting
      officer of the Company, stating whether or not to the best knowledge of the
      signer thereof the Company is in default in the performance and observance
      of
      any of the terms, provisions and conditions of this Indenture (without regard
      to
      any period of grace or requirement of notice provided hereunder) and, if the
      Company shall be in default, specifying all such defaults and the nature and
      the
      status thereof of which the signer may have knowledge.




58




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




Any
      notice required to be given under this Section shall be delivered to a
      Responsible Officer of the Trustee at its Corporate Trust Office.




Section
      4.30.  Additional
      Interest Notice .




In
      the
      event that the Company is required to pay Additional Interest to holders of
      Notes pursuant to the terms hereof, the Company will provide written notice
      (“ **Additional
      Interest Notice** ”)
      to the
      Trustee and the holders of the Company’s obligation to pay Additional Interest
      no later than fifteen (15) days prior to the proposed payment date for the
      Additional Interest, and the Additional Interest Notice shall set forth the
      amount of Additional Interest to be paid by the Company on such payment
      date.




Section
      4.31.  Reports
      by the Company and Provision of Information .




(a)  At
      any
      time when the Company is subject to Section 13 or 15(d) of the Exchange Act,
      and
      to the extent such reports, information and documents are not available on
      the
      Commission’s EDGAR System, the Company shall deliver to the Trustee within 30
      days after it files with the Commission copies of the annual reports and of
      the
      information, documents, and other reports (or copies of such portions of any
      of
      the foregoing as the Commission may be rules and regulations prescribe), if
      any,
      which the Company is required to file with the Commission pursuant to Section
      13
      or 15(d) of the Exchange Act (“ **Exchange
      Act Filings** ”); *provided,
      however,* the
      Company shall not be required to deliver to the Trustee any materials for which
      the Company has sought and received confidential treatment by the Commission.
      The Company shall promptly provide written notice to the Trustee if and when
      it
      begins to make all of its Exchange Act Filings via the Commission’s EDGAR System
      in lieu of paper filings. Delivery of such annual reports, information and
      documents and other reports to the Trustee is for informational purposes only
      and the Trustee’s receipt of such shall not constitute constructive notice of
      any information contained therein or determinable from information contained
      therein, including the Company’s compliance with any of its covenants hereunder
      (as to which the Trustee is entitled to rely exclusively on an Officer’s
      Certificate).




(b)  At
      any
      time when the Company is not subject to Section 13 or 15(d) of the Exchange
      Act,
      upon the request of a holder of the Notes, the Company will promptly furnish
      or
      cause to be furnished Rule 144A Information to such holder, to a prospective
      purchaser of such Notes designated by such holder, to a beneficial owner of
      such
      Notes (as designated in writing to the Company by such holder) or to a
      prospective purchaser designated by such beneficial owner, as the case may
      be,
      in order to permit compliance by such holder or beneficial owner with Rule
      144A
      in connection with the resale of such Notes by such holder or beneficial owner; *provided,
      however* ,
      that
      the Company shall not be required to furnish such information in connection
      with
      any request made on or after the date which is five years from the later of
      the
      Issue Date and the date such Notes (or any predecessor Notes or the Notes
      surrendered for conversion) was acquired from the Company or an “affiliate” of
      the Company within the meaning of Rule 144; and *provided
      further* ,
      that
      the Company shall not be required to furnish such information at any time to
      a
      prospective purchaser located outside the United States who is not a “U.S.
      Person” within the meaning of Regulation S if such Securities may then be sold
      to such prospective purchaser in accordance with Regulation S (or any successor
      provision thereto). As used herein, “ **Rule
      144A Information** ”
means
      such information as is specified pursuant to Rule 144A(d)(4) under the U.S.
      Securities Act (or any successor provision thereto).




59




Section
      4.32.  Corporate
      Agreements .





Each
      of
      SHHL, Origin Biotechnology and the Operating Subsidiaries shall, and shall
      procure that the Consigning Shareholders shall, (i) exercise its rights and
      comply with its obligations under each Corporate Agreement to which it is party
      and (ii) not amend or waive, assign or transfer, terminate suspend or abandon,
      all or any part of a Corporate Agreement such that it would have a Material
      Adverse Effect without the prior written consent of the Trustee (acting on
      the
      written instructions of the holders of not less than twenty-five percent (25%)
      in aggregate principal amount of the Notes then outstanding).





Section
      4.33.  Change
      in Foreign Ownership Restrictions .





If,
      at
      any time following a change in PRC law regulating the foreign ownership of
      entities engaged in a Related Business, any Capital Stock of an Operating
      Subsidiary (other than Origin Biotechnology) may be legally transferred to
      SHHL
      then SHHL shall, and shall procure that each relevant Consigning Shareholder
      and
      Operating Subsidiary shall, take all such action and do all such things to
      effect, to the fullest extent permitted by PRC law, the transfer of such Capital
      Stock to SHHL.





ARTICLE
      5




SUCCESSORS




Section
      5.01.  Merger,
      Consolidation and Sale of Assets .




(a)  The
      Company shall not merge, consolidate or amalgamate with or into any other Person
      (other than a merger of a Wholly Owned Subsidiary into the Company) or sell,
      transfer, assign, lease, convey or otherwise dispose of all or substantially
      all
      of its Property in any one transaction or series of transactions unless:




(i)  the
      Company shall be the Surviving Person in such merger, consolidation or
      amalgamation, or the Surviving Person (if other than the Company) formed by
      such
      merger, consolidation or amalgamation or to which such sale, transfer,
      assignment, lease, conveyance or disposition is made shall be a corporation
      organized and existing under BVI laws;




(ii)  the
      Surviving Person (if other than the Company) expressly assumes, by supplemental
      indenture in form satisfactory to the Trustee, executed and delivered to the
      Trustee by such Surviving Person, the due and punctual payment of the principal
      of, and premium, if any, and interest on, all the Notes, according to their
      tenor, and the due and punctual performance and observance of all the covenants
      and conditions of this Indenture to be performed by the Company;




60




(iii)  in
      the
      case of a sale, transfer, assignment, lease, conveyance or other disposition
      of
      all or substantially all the Property of the Company, such Property shall have
      been transferred as an entirety or virtually as an entirety to one Person;




(iv)  immediately
      before and after giving effect to such transaction or series of transactions
      on
      a pro forma basis (and treating, for purposes of this clause (iv) and clause
      (v)
      below, any Debt that becomes, or is anticipated to become, an obligation of
      the
      Surviving Person or any Subsidiary of the Company as a result of such
      transaction or series of transactions as having been Incurred by the Surviving
      Person or such Subsidiary at the time of such transaction or series of
      transactions), no Default or Event of Default shall have occurred and be
      continuing;




(v)  immediately
      after giving effect to such transaction or series of transactions on a pro
      forma
      basis, the Surviving Person shall have a Consolidated Net Worth in an amount
      which is not less than the Consolidated Net Worth of the Company immediately
      prior to such transaction or series of transactions;




(vi)  the
      Company shall deliver, or cause to be delivered, to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction or
      series of transactions and the supplemental indenture, if any, in respect
      thereto comply with this covenant and that all conditions precedent herein
      provided for relating to such transaction or series of transactions have been
      satisfied; and




(vii)  the
      Company shall have delivered to the Trustee an Opinion of Counsel to the effect
      that the holders will not recognize income, gain or loss for United States
      federal and/or other applicable income tax purposes as a result of such
      transaction and will be subject to United States federal and/or other applicable
      income tax on the same amounts, in the same manner and at the same times as
      would have been the case if such transaction had not occurred.




The
      foregoing provisions (other than clause (iv)) shall not apply to any transaction
      or series of transactions which constitute an Asset Sale if the Company has
      complied with Section
      4.12 .




(b)  The
      Company shall not permit any Guarantor to merge, consolidate or amalgamate
      with
      or into any other Person (other than a merger of a Wholly Owned Subsidiary
      into
      the Company or such Guarantor) or sell, transfer, assign, lease, convey or
      otherwise dispose of all or substantially all its Property in any one
      transaction or series of transactions unless:




(i)  the
      Surviving Person (if other than such Guarantor) expressly assumes, to the extent
      permitted by applicable laws, by supplemental indenture in form satisfactory
      to
      the Trustee, executed and delivered to the Trustee by such Surviving Person,
      the
      due and punctual performance and observance of all the obligations of such
      Guarantor under its Guarantee;




61




(ii)  in
      the
      case of a sale, transfer, assignment, lease, conveyance or other disposition
      of
      all or substantially all the Property of such Guarantor, such Property shall
      have been transferred as an entirety or virtually as an entirety to one Person;




(iii)  immediately
      before and after giving effect to such transaction or series of transactions
      on
      a pro forma basis (and treating, for purposes of this clause (iii) and clause
      (iv) below, any Debt that becomes, or is anticipated to become, an obligation
      of
      the Surviving Person, the Company or any of its Subsidiaries as a result of
      such
      transaction or series of transactions as having been Incurred by the Surviving
      Person, the Company or such Subsidiary at the time of such transaction or series
      of transactions), no Default or Event of Default shall have occurred and be
      continuing;




(iv)  immediately
      after giving effect to such transaction or series of transactions on a pro
      forma
      basis, the Company shall have a Consolidated Net Worth in an amount which is
      not
      less than the Consolidated Net Worth of the Company immediately prior to such
      transaction or series of transactions;




(v)  the
      Company shall deliver, or cause to be delivered, to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction or
      series of transactions and the supplemental indenture, if any, in respect
      thereto comply with this covenant and that all conditions precedent herein
      provided for relating to such transaction or series of transactions have been
      satisfied; and




(vi)  the
      Company shall have delivered to the Trustee an Opinion of Counsel to the effect
      that the holders will not recognize income, gain or loss for United States
      federal and/or other applicable income tax purposes as a result of such
      transaction and will be subject to United States federal and/or other applicable
      income tax on the same amounts, in the same manner and at the same times as
      would have been the case if such transaction had not occurred.




The
      foregoing provisions (other than clause (iii)) shall not apply to any
      transaction or series of transactions which constitute an Asset Sale if the
      Company has complied with Section
      4.12 .




Section
      5.02.  Successor
      Corporation Substituted .




The
      Surviving Person shall succeed to, and be substituted for, and may exercise
      every right and power of the Company or a Guarantor, as applicable, under this
      Indenture; *provided* , *however* ,
      that
      the predecessor entity shall not be released from any of the obligations or
      covenants under this Indenture, including with respect to the payment of the
      Notes and obligations under the Guarantee, as the case may be, in the case
      of:




(a)  a
      sale,
      transfer, assignment, conveyance or other disposition (unless such sale,
      transfer, assignment, conveyance or other disposition is of all or substantially
      all of the assets of the Company, taken as a whole or, in the case of a
      Guarantor, such sale, transfer, assignment, conveyance or other disposition
      is
      of all or substantially all of the assets of such Guarantor to a Person that
      is
      not (either before or after giving effect to such transaction) a Subsidiary
      of
      the Company, or such portion of the Capital Stock of such Guarantor ceases
      to be
      a Subsidiary of the Company), or




62




(b)  a
      lease.




ARTICLE
      6




REMEDIES
      OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT




Section
      6.01.  Events
      of Default .




In
      case
      one or more of the following Events of Default (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) shall
      have occurred and be continuing:




(a)  default
      in the payment of any installment of Interest upon any of the Notes as and
      when
      the same shall become due and payable and continuance of such default for a
      period of thirty (30) days; or




(b)  default
      in the payment of the principal of, and premium, if any, on, any of the Notes
      as
      and when the same shall become due and payable either at maturity or in
      connection with any redemption, repurchase or otherwise, in each case pursuant
      to Article
      3 ,
      by
      acceleration or otherwise, and continuance of such default for a period of
      thirty (30) days; or




(c)  default
      in the Company’s obligation to provide an Offer to Purchase when required in
      connection with an Asset Sale, a Change of Control or Termination of Trading
      as
      provided in Section
      3.02 ;
      or




(d)  failure
      to comply with Section
      5.01 ;




(e)  failure
      on the part of the Company duly to observe or perform any other of the covenants
      or agreements on the part of the Company in the Notes or in this Indenture
      (other than a covenant or agreement a default in whose performance or whose
      breach is elsewhere in this Section specifically dealt with) continued for
      a
      period of thirty (30) days after the date on which written notice of such
      failure, requiring the Company to remedy the same, shall have been given to
      the
      Company by the Trustee, or the Company and a Responsible Officer of the Trustee
      by the holders of at least twenty-five percent (25%) in aggregate principal
      amount of the Notes at the time outstanding determined in accordance with Section
      12.04 ;
      or




(f)  the
      Company, any of its Significant Subsidiaries (or any group of Subsidiaries
      that,
      when taken together, would constitute a Significant Subsidiary) pursuant to
      or
      within the meaning of any Bankruptcy Law:




(i)  commences
      a voluntary case or gives notice of intention to make a proposal under any
      Bankruptcy Law;




(ii)  consents
      to the entry of an order for relief against it in an involuntary case or
      consents to its dissolution or winding up;




63




(iii)  consents
      to the appointment of a receiver, interim receiver, receiver and manager,
      liquidator, trustee or custodian of it or for all or substantially all of its
      property;




(iv)  makes
      a
      general assignment for the benefit of its creditors; or




(v)  admits
      in
      writing its inability to pay its debts as they become due or otherwise admits
      its insolvency; or




(g)  a
      court
      of competen t
      jurisdiction enters an order or decree under any Bankruptcy Law
      that:




(i)  is
      for
      relief against the Company, any of its Significant Subsidiaries (or any group
      of
      Subsidiaries that, when taken together, would constitute a Significant
      Subsidiary) in an involuntary case; or




(ii)  appoints
      a receiver, interim receiver, receiver and manager, liquidator, trustee or
      custodian of the Company, any of its Significant Subsidiaries (or any group
      of
      Subsidiaries that, when taken together, would constitute a Significant
      Subsidiary) for all or substantially all of the property of the Company, any
      of
      its Significant Subsidiaries (or any group of Subsidiaries that, when taken
      together, would constitute a Significant Subsidiary); or




(iii)  orders
      the liquidation of the Company, any of its Significant Subsidiaries (or any
      group of Subsidiaries that, when taken together, would constitute a Significant
      Subsidiary);




and
      such
      order or decree remains unstayed and in effect for 60 consecutive
      days;




(h)  a
      default
      under any Debt by the Company or any of its Subsidiaries that results in
      acceleration of the maturity of such Debt, or failure to pay any such Debt
      when
      due, in an aggregate amount greater than $2.0 million or its foreign currency
      equivalent at the time and continuance of such default for a period of thirty
      (30) days;




(i)  any
      final
      non-appealable judgment or judgments for, the payment of money in an aggregate
      amount in excess of $2.0 million (or its foreign currency equivalent at the
      time) that shall be rendered against the Company or any of its
      Subsidiaries;




(j)  any
      Guarantee ceases to be in full force and effect (other than in accordance with
      the terms of such Guarantee or applicable law) or any Guarantor or a group
      of
      Guarantors that, taken as a whole, would constitute a Significant Subsidiary
      denies or disaffirms its obligations under its Guarantee;




(k)  any
      default by the Company, any other Guarantor Pledgor under the Security Documents
      or Future Guarantor Pledgor in any of its obligations under the Security
      Documents, which adversely affects the enforceability, validity, perfection
      or
      priority of the applicable Lien on the Collateral or which adversely affects
      the
      condition or value of the Collateral, taken as a whole, in any material respect;
      the security interest under the Security Documents shall, at any time, cease
      to
      be in full force and effect for any reason other than the satisfaction in full
      of all obligations under the Indenture and discharge of the Indenture or any
      security interest created thereunder shall be declared invalid or unenforceable
      or the Company or any Guarantor shall assert, in any pleading in any court
      of
      competent jurisdiction, that any such security interest is invalid or
      unenforceable;




64




(l)  the
      Company or any Future Guarantor Pledgor denies or disaffirms its obligations
      under any Security Document or, other than in accordance with this Indenture
      and
      the Security Documents, any Security Document ceases to be or is not in full
      force and effect or the Collateral Agent ceases to have a first priority
      interest in the Collateral;




(m)  the
      Company or the Operating Subsidiaries amends or modifies their respective
      constitutive documents in such a manner that would have a Material Adverse
      Effect or engages any business other than a Related Business;




(n)  the
      Indenture, the Notes, any Guarantee or any loan made directly or indirectly
      from
      the Company to the Operating Subsidiaries or any Security Document, shall be
      (A)
      declared by any Governmental Authority to be illegal or unenforceable or (B)
      terminated prior to its scheduled termination date;




(o)  (i)
      the
      confiscation, expropriation or nationalization by any Governmental Authority
      of
      any Property of the Company or any of its Subsidiaries; or (ii) if such
      revocation or repudiation could reasonably be expected to have a Material
      Adverse Effect, the revocation or repudiation by any Governmental Authority
      of
      any previously granted Governmental Approval to the Operating Subsidiaries
      that
      is material to the operation of the Related Business; or (iii) the imposition
      or
      introduction of material and discriminatory taxes, tariffs, royalties, customs
      or excise duties imposed on the Operating Subsidiaries, or the material and
      discriminatory withdrawal or suspension of material privileges or specifically
      granted material rights of a fiscal nature;




(p)  failure
      by the Company or any Affiliate thereof (other than any Person who is an
      Affiliate solely because such Person is a holder of Notes) to cure any
      non-compliance with any of the agreements in the Investor Rights Agreement
      or
      the Registration Rights Agreement within 30 days after written notice from
      the
      other party (or parties) to such agreements demanding the cure of such
      non-compliance if such failure continues for 30 days after written notice is
      given to the Company by the Trustee or the holders of not less than 25% in
      aggregate principal amount of the Notes then outstanding specifying the default,
      demanding that it be remedied and stating that such notice is a “Notice of
      Default,”




(q)  (i)
      any
      party to a Corporate Agreement fails to duly observe or perform its obligations
      under any Corporate Agreement and such non-performance would have a Material
      Adverse Effect or (ii) any Corporate Agreement (A) is declared by any
      Governmental Authority to be illegal or unenforceable or (B) is terminated
      prior
      to its scheduled termination date,




65




then,
      and
      in each and every such case (other than an Event of Default specified in Section
      6.01(f) or 6.01(g) ),
      unless
      the principal of all of the Notes shall have already become due and payable,
      either the Trustee or the holders of not less than twenty-five percent (25%)
      in
      aggregate principal amount of the Notes then outstanding hereunder determined
      in
      accordance with Section
      12.04 ,
      by
      notice in writing to the Company (and to the Trustee if given by Noteholders),
      may declare the principal of all the Notes, the Interest accrued thereon to
      be
      due and payable immediately, and upon any such declaration the same shall become
      and shall be immediately due and payable, anything in this Indenture or in
      the
      Notes contained to the contrary notwithstanding. If an Event of Default
      specified in Section
      6.01(f) or 6.01(g) occurs,
      the principal of all the Notes and the Interest accrued thereon shall be
      immediately and automatically due and payable without necessity of further
      action.




This
      provision, however, is subject to the conditions that if, at any time after
      the
      principal of the Notes shall have been so declared due and payable, and before
      any judgment or decree for the payment of the monies due shall have been
      obtained or entered as hereinafter provided, (i) the Company shall pay or shall
      deposit with the Trustee a sum sufficient to pay all matured installments of
      Interest upon all Notes and the principal of any and all Notes which shall
      have
      become due otherwise than by acceleration (with interest on overdue installments
      of Interest (to the extent that payment of such interest is enforceable under
      applicable law) and on such principal at the rate borne by the Notes, to the
      date of such payment or deposit) and amounts due to the Trustee pursuant to Section
      7.06 ,
      (ii) if
      any and all defaults under this Indenture, other than the nonpayment of
      principal of and accrued Interest on Notes which shall have become due by
      acceleration, shall have been cured or waived pursuant to Section
      6.07 ,
      then
      and in every such case the holders of a majority in aggregate principal amount
      of the Notes then outstanding, by written notice to the Company and to the
      Trustee, may waive all Defaults or Events of Default and rescind and annul
      such
      declaration and its consequences; but no such waiver or rescission and annulment
      shall extend to or shall affect any subsequent Default or Event of Default,
      or
      shall impair any right consequent thereon. The Company shall notify in writing
      a
      Responsible Officer of the Trustee, promptly upon becoming aware thereof, of
      any
      Event of Default.




In
      case
      the Trustee shall have proceeded to enforce any right under this Indenture
      and
      such proceedings shall have been discontinued or abandoned because of such
      waiver or rescission and annulment or for any other reason or shall have been
      determined adversely to the Trustee, then and in every such case the Company,
      the holders of Notes, and the Trustee shall be restored respectively to their
      several positions and rights hereunder, and all rights, remedies and powers
      of
      the Company, the holders of Notes, and the Trustee shall continue as though
      no
      such proceeding had been taken.




Section
      6.02.  Payments
      of Notes on Default; Suit Therefor .




The
      Company covenants that (a) in case default shall be made in the payment of
      any
      installment of Interest upon any of the Notes as and when the same shall become
      due and payable, and such default shall have continued for a period of thirty
      (30) days, or (b) in case default shall be made in the payment of the principal
      of any of the Notes as and when the same shall have become due and payable,
      whether at maturity of the Notes or in connection with any redemption or
      repurchase, by or under this Indenture by declaration or otherwise, then, upon
      demand of the Trustee, the Company will pay to the Trustee, for the benefit
      of
      the holders of the Notes, the whole amount that then shall have become due
      and
      payable on all such Notes for principal or Interest, as the case may be, with
      interest upon the overdue principal and (to the extent that payment of such
      interest is enforceable under applicable law) upon the overdue installments
      of
      Interest at the rate borne by the Notes, plus 1% and, in addition thereto,
      such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including compensation to the Trustee, its agents, attorneys and
      counsel, and all other amounts due the Trustee under Section
      7.06 .
      Until
      such demand by the Trustee, the Company may pay the principal of and Interest
      on
      the Notes to the registered holders, whether or not the Notes are
      overdue.




66




In
      case
      the Company shall fail forthwith to pay such amounts upon such demand, the
      Trustee, in its own name and as trustee of an express trust, shall be entitled
      and empowered to institute any actions or proceedings at law or in equity for
      the collection of the sums so due and unpaid, and may prosecute any such action
      or proceeding to judgment or final decree, and may enforce any such judgment
      or
      final decree against the Company or any other obligor on the Notes and collect
      in the manner provided by law out of the property of the Company or any other
      obligor on the Notes wherever situated the monies adjudged or decreed to be
      payable.




In
      case
      there shall be pending proceedings for the bankruptcy or for the reorganization
      of the Company or any other obligor on the Notes under any Bankruptcy Law,
      or in
      case a receiver, assignee or trustee in bankruptcy or reorganization,
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Company or such other obligor, the property of the
      Company or such other obligor, or in the case of any other judicial proceedings
      relative to the Company or such other obligor upon the Notes, or to the
      creditors or property of the Company or such other obligor, 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 pursuant to the provisions of this
      Section, shall be entitled and empowered, by intervention in such proceedings
      or
      otherwise, to file and prove a claim or claims for the whole amount of principal
      and Interest owing and unpaid in respect of the Notes, and, in case of any
      judicial proceedings, to file such proofs of claim and other papers or documents
      as may be necessary or advisable in order to have the claims of the Trustee
      and
      of the Noteholders allowed in such judicial proceedings relative to the Company
      or any other obligor on the Notes, its or their creditors, or its or their
      property, and to collect and receive any monies or other property payable or
      deliverable on any such claims, and to distribute the same after the deduction
      of any amounts due the Trustee under Section
      7.06 ,
      and to
      take any other action with respect to such claims, including participating
      as a
      member of any official committee of creditors, as it reasonably deems necessary
      or advisable, and, unless prohibited by law or applicable regulations, and
      any
      receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
      custodian or similar official is hereby authorized by each of the Noteholders
      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 Noteholders, to pay
      to
      the Trustee any amount due it for compensation, expenses, advances and
      disbursements, including counsel fees and expenses incurred by it up to the
      date
      of such distribution. To the extent that such payment of compensation, expenses,
      advances and disbursements out of the estate in any such proceedings shall
      be
      denied for any reason, payment of the same shall be secured by a lien on, and
      shall be paid out of, any and all distributions, dividends, monies, securities
      and other property which the holders of the Notes may be entitled to receive
      in
      such proceedings, whether in liquidation or under any plan of reorganization
      or
      arrangement or otherwise.




67




All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Trustee without the possession of any of
      the
      Notes, or the production thereof at any trial or other proceeding relative
      thereto, and any such suit or proceeding instituted by the Trustee shall be
      brought in its own name as trustee of an express trust, and any recovery of
      judgment shall, after provision for the payment of the compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, be for the
      ratable benefit of the holders of the Notes.




In
      any
      proceedings brought by the Trustee (and in any proceedings involving the
      interpretation of any provision of this Indenture to which the Trustee shall
      be
      a party) the Trustee shall be held to represent all the holders of the Notes,
      and it shall not be necessary to make any holders of the Notes parties to any
      such proceedings.




Section
      6.03.  Application
      of Monies Collected by Trustee .




Any
      monies or property collected by the Trustee pursuant to this Article shall
      be
      applied in the order following, at the date or dates fixed by the Trustee for
      the distribution of such monies or property, upon presentation of the several
      Notes and either (i) stamping thereon the payment, if only partially paid,
      or
      (ii) upon surrender thereof, if fully paid.




FIRST:
      To
      the payment of all amounts due the Trustee under Section
      7.06 in
      connection with the Trustee’s performance of its duties under this
      Indenture, the Security Documents or the Notes, including the collection or
      distribution of such amounts held or realized or in connection with expenses
      incurred in enforcing its remedies under the Security Documents and preserving
      the Collateral and all amounts for which the Trustee is entitled to
      indemnification under the Security Documents;




SECOND:
      In case the principal of the outstanding Notes shall not have become due and
      be
      unpaid, to the payment of Interest on the Notes in default in the order of
      the
      maturity of the installments of such Interest, with interest (to the extent
      that
      such interest has been collected by the Trustee) upon the overdue installments
      of Interest at the rate specified in the Notes, such payments to be made ratably
      to the Persons entitled thereto;




THIRD:
      In
      case the principal of the outstanding Notes shall have become due, by
      declaration or otherwise, and be unpaid to the payment of the whole amount
      then
      owing and unpaid upon the Notes for principal and Interest, with Interest on
      the
      overdue principal and (to the extent that such Interest has been collected
      by
      the Trustee) upon overdue installments of Interest at the rate specified in
      the
      Notes, and in case such monies shall be insufficient to pay in full the whole
      amounts so due and unpaid upon the Notes, then to the payment of such principal
      and Interest without preference or priority of principal over Interest, or
      of
      Interest over principal, or of any installment of Interest over any other
      installment of Interest, or of any Note over any other Note, ratably to the
      aggregate of such principal and accrued and unpaid Interest; and




FOURTH:
      To the payment of the remainder, if any, to the Company or the Guarantors or
      to
      whomever may be lawfully entitled thereto.




Section
      6.04.  Proceedings
      by Noteholder .




68




No
      holder
      of any Note shall have any right by virtue of or by reference to any provision
      of this Indenture to institute any suit, action or proceeding in equity or
      at
      law upon or under or with respect to this Indenture, or for the appointment
      of a
      receiver, trustee, liquidator, custodian or other similar official, or for
      any
      other remedy hereunder, unless (a) such holder previously shall have given
      to
      the Trustee written notice of an Event of Default and of the continuance
      thereof, as hereinbefore provided, (b) the holders of not less than twenty-five
      percent (25%) in aggregate principal amount of the Notes then outstanding shall
      have made written request upon the Trustee to institute such action, suit or
      proceeding in its own name as Trustee hereunder and shall have offered to the
      Trustee such security or indemnity as it may require against the costs, expenses
      and liabilities to be incurred therein or thereby, and the Trustee for sixty
      (60) days after its receipt of such notice, request and offer of indemnity
      shall
      have neglected or refused to institute any such action, suit or proceeding
      and
      no direction inconsistent with such written request shall have been given to
      the
      Trustee pursuant to Section
      6.07 ;
      it
      being understood and intended, and being expressly covenanted by the taker
      and
      holder of every Note with every other taker and holder and the Trustee, that
      no
      one or more holders of Notes shall have any right in any manner whatever by
      virtue of or by reference to any provision of this Indenture to affect, disturb
      or prejudice the rights of any other holder of Notes, or to obtain or seek
      to
      obtain priority over or preference to any other such holder, or to enforce
      any
      right under this Indenture, except in the manner herein provided and for the
      equal, ratable and common benefit of all holders of Notes (except as otherwise
      provided herein). For the protection and enforcement of this Section each and
      every Noteholder and the Trustee shall be entitled to such relief as can be
      given either at law or in equity.




Notwithstanding
      any other provision of this Indenture and any provision of any Note, the right
      of any holder of any Note to receive payment of the principal of (including
      the
      purchase price upon an Offer to Purchase or the repurchase price, in each case
      pursuant to Article
      3 )
      and
      accrued Interest on such Note, on or after the respective due dates expressed
      in
      such Note or in the event of an Offer to Purchase or a repurchase, as the case
      may be, or to institute suit for the enforcement of any such payment on or
      after
      such respective dates against the Company shall not be impaired or affected
      without the consent of such holder.




Anything
      in this Indenture or the Notes to the contrary notwithstanding, the holder
      of
      any Note, without the consent of either the Trustee or the holder of any other
      Note, in its own behalf and for its own benefit, may enforce, and may institute
      and maintain any proceeding suitable to enforce, its rights of conversion as
      provided herein.




Section
      6.05.  Proceedings
      by Trustee .




In
      case
      of an Event of Default, the Trustee may, in its discretion, proceed to protect
      and enforce the rights vested in it by this Indenture by such appropriate
      judicial proceedings as are necessary to protect and enforce any of such rights,
      either by suit in equity or by action at law or by proceeding in bankruptcy
      or
      otherwise, whether for the specific enforcement of any covenant or agreement
      contained in this Indenture or in aid of the exercise of any power granted
      in
      this Indenture, or to enforce any other legal or equitable right vested in
      the
      Trustee by this Indenture or by law.




Section
      6.06.  Remedies
      Cumulative and Continuing .




Except
      as
      provided in Section
      2.06 ,
      all
      powers and remedies given by this Article to the Trustee or to the Noteholders
      shall, to the extent permitted by law, be deemed cumulative and not exclusive
      of
      any thereof or of any other powers and remedies available to the Trustee or
      the
      holders of the Notes, by judicial proceedings or otherwise, to enforce the
      performance or observance of the covenants and agreements contained in this
      Indenture, and no delay or omission of the Trustee or of any holder of any
      of
      the Notes to exercise any right or power accruing upon any Default or Event
      of
      Default occurring and continuing as aforesaid shall impair any such right or
      power, or shall be construed to be a waiver of any such default or any
      acquiescence therein, and, subject to the provisions of Section
      6.04 ,
      every
      power and remedy given by this Article or by law to the Trustee or to the
      Noteholders may be exercised from time to time, and as often as shall be deemed
      expedient, by the Trustee or by the Noteholders.




69




Section
      6.07.  Direction
      of Proceedings and Waiver of Defaults by Majority of Holders
      of the Notes .




The
      holders of a majority in aggregate principal amount of the Notes at the time
      outstanding determined in accordance with Section
      12.04 shall
      have the right to direct the time, method and place of conducting any proceeding
      for any remedy available to the Trustee or exercising any trust or power
      conferred on the Trustee; *provided* that (a)
      such direction shall not be in conflict with any rule of law or with this
      Indenture, (b) the Trustee may take any other action which is not inconsistent
      with such direction, (c) the Trustee may decline to take any action that would
      benefit some Noteholder to the detriment of other Noteholders and (d) the
      Trustee may decline to take any action that would involve the Trustee in
      personal liability. Subject to Section
      6.01 ,
      the
      holders of a majority in aggregate principal amount of the Notes at the time
      outstanding determined in accordance with Section
      12.04 may, on
      behalf of the holders of all of the Notes, waive any past Default or Event
      of
      Default hereunder and its consequences except (i) a default in the payment
      of
      Interest on, or the principal of, the Notes, (ii) a failure by the Company
      to
      convert any Notes into Common Stock, (iii) a
      default
      in the payment of the purchase price pursuant to Section
      3.02 , or
      (iv) a
      default in respect of a covenant or provisions hereof which under Article
      8 cannot
      be modified or amended without the consent of the holders of each or all of
      the
      Notes then outstanding or affected thereby. Upon any such waiver, the Company,
      the Trustee and the holders of the Notes shall be restored to their former
      positions and rights hereunder; but no such waiver shall extend to any
      subsequent or other Default or Event of Default or impair any right consequent
      thereon. Whenever any Default or Event of Default hereunder shall have been
      waived as permitted by this Section, said Default or Event of Default shall
      for
      all purposes of the Notes and this Indenture be deemed to have been cured and
      to
      be not continuing; but no such waiver shall extend to any subsequent or other
      Default or Event of Default or impair any right consequent thereon. This Section
      6.07 shall be
      in lieu of §316(a)1(B) of the TIA and such TIA §316(a)1(B) is hereby expressly
      excluded from this Indenture, as permitted by the TIA.




Section
      6.08.  Notice
      of Default .




If
      the
      Trustee receives notice of any Default or Event of Default from the Company,
      the
      Trustee shall mail to all Noteholders, as the names and addresses of such
      holders appear upon the Security Register, Notice of the Default or Event of
      Default within 90 days after it occurs, unless the Default or Event of Default
      shall have been cured or waived before the giving of such notice; *provided* that
      except in the case of default in the payment of the principal of or Interest
      on
      any of the Notes, the Trustee shall be protected in withholding such notice
      if
      and so long as a trust committee of directors and/or Responsible Officers of
      the
      Trustee in good faith determines that the withholding of such notice is in
      the
      interests of the Noteholders.




70




Section
      6.09.  Undertaking
      to Pay Costs .




All
      parties to this Indenture agree, and each holder of any Note by his acceptance
      thereof shall be deemed to have agreed, that any court may, in its discretion,
      require, in any suit for the enforcement of any right or remedy under this
      Indenture, or in any suit against the Trustee for any action taken 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; *provided* that the
      provisions of this Section (to the extent permitted by law) shall not apply
      to
      any suit instituted by the Trustee, to any suit instituted by any Noteholder,
      or
      group of Noteholders, holding in the aggregate more than ten percent in
      principal amount of the Notes at the time outstanding determined in accordance
      with Section
      12.04 ,
      or to
      any suit instituted by any Noteholder for the enforcement of the payment of
      the
      principal of or Interest on any Note on or after the due date expressed in
      such
      Note or to any suit for the enforcement of the right to convert any Note in
      accordance with the provisions of Article
      14 .




ARTICLE
      7




THE
      TRUSTEE




Section
      7.01.  Duties
      and Responsibilities of Trustee .




The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      of
      all Events of Default which may have occurred, undertakes to perform such duties
      and only such duties as are specifically set forth in this Indenture. In case an
      Event of Default has occurred (which has not been cured or waived), 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 such person’s
      own affairs.




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




(a)  prior
      to
      the occurrence of an Event of Default and after the curing or waiving of all
      Events of Default which may have occurred:




(i)  the
      duties and obligations of the Trustee shall be determined solely by the express
      provisions of this Indenture, and the Trustee shall not be liable except for
      the
      performance of such duties and obligations as are specifically set forth in
      this
      Indenture and no implied covenants, duties or obligations shall be read into
      this Indenture against the Trustee; and




71




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




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




(c)  the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the written direction of the
      holders of not less than a majority in principal amount of the Notes at the
      time
      outstanding determined as provided in Section
      12.04 relating
      to the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon the
      Trustee under this Indenture;




(d)  whether
      or not therein provided, every provision of this Indenture relating to the
      conduct or affecting the liability of, or affording protection to, the Trustee
      shall be subject to the provisions of this Section and the provisions of the
      TIA;




(e)  the
      Trustee shall not be liable in respect of any payment (as to the correctness
      of
      amount, entitlement to receive or any other matters relating to payment) or
      notice effected by the Company or any paying agent or any records maintained
      by
      any co-registrar with respect to the Notes;




(f)  if
      any
      party fails to deliver a notice relating to an event the fact of which, pursuant
      to this Indenture, requires notice to be sent to the Trustee, the Trustee may
      conclusively rely on its failure to receive such notice as reason to act as
      if
      no such event occurred; and




(g)  the
      Trustee shall not be deemed to have knowledge of any Default or Event of Default
      hereunder unless a Responsible Officer of the Trustee at the Corporate Trust
      Office shall have been notified in writing of such Default or Event of Default
      by the Company or the holders of at least 25% in aggregate principal amount
      of
      the Notes.




None
      of
      the provisions contained in this Indenture shall require the Trustee to expend
      or risk its own funds or otherwise incur personal financial liability in the
      performance of any of its duties or in the exercise of any of its rights or
      powers, if there is reasonable ground for believing that the repayment of such
      funds or adequate indemnity against such risk or liability is not reasonably
      assured to it.




Section
      7.02.  Rights
      of Trustee .




72




Subject
      to its duties and responsibilities under Section 7.01 and the TIA:




(a)  The
      Trustee may conclusively rely and shall be protected in acting upon any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, bond, debenture, note, coupon or other paper or
      document (whether in its original or facsimile form) believed by it in good
      faith to be genuine and to have been signed or presented by the proper party
      or
      parties.




(b)  Any
      request, direction, order or demand of the Company mentioned herein shall be
      sufficiently evidenced by an Officers’ Certificate (unless other evidence in
      respect thereof be herein specifically prescribed); and any resolution of the
      Board of Directors may be evidenced to the Trustee by a copy thereof certified
      by the Secretary or an Assistant Secretary of the Company; the Trustee shall
      be
      entitled to accept such certificate as sufficient and conclusive evidence of
      the
      fulfillment of the applicable conditions precedent, in which event it shall
      be
      conclusive and binding on the Noteholders.




(c)  The
      Trustee may consult with counsel of its own selection and any advice or Opinion
      of Counsel shall be full and complete authorization and protection in respect
      of
      any action taken or omitted by it hereunder in good faith and in accordance
      with
      such advice or Opinion of Counsel; the Trustee shall be entitled to accept
      such
      opinion as sufficient and conclusive evidence of the fulfillment of the
      applicable conditions precedent, in which event it shall be conclusive and
      binding on the Noteholders.




(d)  The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request, order or direction of any of
      the
      Noteholders pursuant to the provisions of this Indenture, unless such
      Noteholders shall have offered to the Trustee security or indemnity satisfactory
      to it against the costs, expenses and liabilities which may be incurred therein
      or thereby.




(e)  The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture or other paper
      or
      document, but the Trustee may make such further inquiry or investigation into
      such facts or matters as it may see fit, and, if the Trustee shall determine
      to
      make such further inquiry or investigation, it shall be entitled to examine
      the
      books, records and premises of the Company, personally or by agent or attorney
      at the expense of the Company, and shall incur no liability of any kind by
      reason of such inquiry or investigation.




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




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




73




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




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




(j)  Any
      permissive right or authority granted to the Trustee shall not be construed
      as a
      mandatory duty.




(k)  The
      Trustee shall not be required to give any bond or surety in respect of the
      performance of its powers and duties hereunder.




(l)  The
      Trustee shall have no duty to inquire as to the performance of the Company’s
      covenants herein.




(m)  Neither
      the Trustee nor any clearing system through which the Notes are traded shall
      have any obligation or duty to monitor, determine or inquire as to compliance,
      and shall not be responsible or liable for compliance, with restrictions on
      transfer, exchange, redemption, purchase or repurchase, as applicable, of
      minimum denominations imposed hereunder or under applicable law or regulation
      with respect of any transfer, exchange, redemption, purchase or repurchase,
      as
      applicable, of interest in any Note.




(n)  In
      the
      event the Trustee receives inconsistent or conflicting requests and indemnity
      from two or more groups of Noteholders, each representing less than a majority
      in aggregate principal amount of the Notes then outstanding, pursuant to the
      provisions of this Indenture, the Trustee, in its sole discretion, may determine
      what action, if any, will be taken.




(o)  The
      Trustee is entitled to enter into business transactions with the Company, its
      Affiliates or any entity related thereto without accounting for any profit.
      However, the Trustee must comply with Section
      7.07 and Section
      7.14 .




(p)  In
      connection with the exercise of its functions (including but not limited to
      those in relation to any proposed modification, authorization, waiver or
      substitution), the Trustee will have regard to the interests of the Noteholders
      as a class, and will not have regard to the consequences of such exercise for
      individual Noteholders. The Trustee will not be entitled to require, nor will
      any Noteholder be entitled to claim, from the Company or any Guarantor, any
      indemnification or payment in respect of any tax consequences of any such
      exercise upon individual Noteholders.




(q)  The
      Trustee may refrain from taking any action in any jurisdiction if the taking
      of
      such action in that jurisdiction would, in its opinion based upon legal advice
      in the relevant jurisdiction, be contrary to any law of that jurisdiction or,
      to
      the extent applicable, of the State of New York. Furthermore, the Trustee may
      also refrain from taking such action if it would otherwise render it liable
      to
      any person in that jurisdiction or the State of New York or if, in its opinion
      based upon such legal advice, it would not have the power to do the relevant
      thing in that jurisdiction by virtue of any applicable law in that jurisdiction
      or in the State of New York or if it is determined by any court or other
      competent authority in that jurisdiction or in the State of New York that it
      does not have such power.




74




Notwithstanding
      any provision herein to the contrary, the Trustee shall not be obligated to
      take
      any action with respect to an Event of Default pursuant to Sections 6.01(k) , 6.01(m) and 6.01(o) ,
      unless
      it has been first notified to do so in writing by the Holders of at least 25%
      in
      aggregate principal amount of the outstanding Notes.




Section
      7.03.  No
      Responsibility for Recitals, Etc .




The
      recitals contained herein and in the Notes (except in the Trustee’s certificate
      of authentication) shall be taken as the statements of the Company, and the
      Trustee assumes no responsibility for the correctness of the same. The Trustee
      makes no representations as to the validity or sufficiency of this Indenture
      or
      of the Notes. The Trustee shall not be accountable for the use or application
      by
      the Company of any Notes or the proceeds of any Notes authenticated and
      delivered by the Trustee in conformity with the provisions of this
      Indenture.




Section
      7.04.  Trustee,
      Paying Agents, Conversion Agents, Collateral Agents, Common Depositary or
      Registrar May Own Notes .




The
      Trustee, any paying agent, any conversion agent, Collateral Agent, Common
      Depositary or Registrar, in its individual or any other capacity, may become
      the
      owner or pledgee of Notes with the same rights it would have if it were not
      Trustee, paying agent, conversion agent, Collateral Agent, Common Depositary
      or
      Registrar.




Section
      7.05.  Monies
      to Be Held in Trust .




Subject
      to the provisions of Section
      11.04 ,
      all
      monies received by the Trustee shall, until used or applied as herein provided,
      be held in trust for the purposes for which they were received. Money held
      by
      the Trustee in trust hereunder need not be segregated from other funds except
      to
      the extent required by law. The Trustee shall be under no liability for interest
      on any money received by it hereunder except as may be agreed in writing from
      time to time by the Company and the Trustee.




Section
      7.06.  Compensation
      and Expenses of Trustee .




The
      Company and each Guarantor, jointly and severally, covenants and agrees to
      pay
      to the Trustee from time to time, and the Trustee shall be entitled to, such
      compensation for all services rendered by it hereunder in any capacity (which
      shall not be limited by any provision of law in regard to the compensation
      of a
      trustee of an express trust) as mutually agreed to from time to time in writing
      between the Company and the Trustee, and the Company and each Guarantor, jointly
      and severally, will pay or reimburse the Trustee upon its request for all
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any of the provisions of this Indenture and the Security
      Documents (including the compensation and the expenses and disbursements of
      its
      counsel and of all Persons not regularly in its employ), except any such
      expense, disbursement or advance as shall be determined to have been caused
      by
      its own gross negligence or willful misconduct. The Company and each Guarantor,
      jointly and severally, also covenants to indemnify the Trustee and any
      predecessor Trustee (or any officer, director or employee of the Trustee) in
      any
      capacity under this Indenture and the Security Documents (which, for the
      avoidance of doubt, includes its duties as Collateral Agent, paying agent,
      conversion agent, Common Depositary or Registrar) and its agents and any
      authenticating agent for, and to hold them harmless against, any and all loss,
      liability, damage, claim or expense, including taxes (other than taxes based
      on
      the income of the Trustee) incurred without gross negligence, bad faith or
      willful misconduct on the part of the Trustee or such officers, directors,
      employees and agents or authenticating agent, as the case may be, and arising
      out of or in connection with the acceptance or administration of this trust
      or
      in any other capacity hereunder, including the costs and expenses of defending
      themselves against any claim (whether asserted by the Company, any holder or
      any
      other Person) of liability in the premises. The obligations of the Company
      under
      this Section to compensate or indemnify the Trustee and to pay or reimburse
      the
      Trustee for expenses, disbursements and advances shall be secured by a lien
      prior to that of the Notes upon all property and funds held or collected by
      the
      Trustee as such, except funds held in trust for the benefit of the holders
      of
      particular Notes. The obligation of the Company under this Section shall survive
      the satisfaction and discharge of this Indenture pursuant to Article
      11 hereof,
      the termination of this Indenture and the Security Documents, the resignation
      or
      removal of the Trustee or payment in full of the Notes through the expiration
      of
      the applicable statute of limitations. This Section
      7.06 shall be
      in lieu of TIA §315(e) and such TIA §315(e) is hereby expressly excluded from
      this Indenture as permitted by the TIA.




75




To
      secure
      the Company’s payment obligations in this Section, 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 principal, premium, if any, and interest on
      particular Notes. Such Lien shall survive the satisfaction and discharge of
      this
      Indenture pursuant to Article
      11 hereof,
      the termination of this Indenture and the Security Documents, the resignation
      or
      removal of the Trustee or payment in full of the Notes through the expiration
      of
      the applicable statute of limitations.




When
      the
      Trustee and its agents and any authenticating agent incur expenses or render
      services after an Event of Default specified in Section
      6.01(f) or (g) with
      respect to the Company occurs, the expenses and the compensation for the
      services are intended to constitute expenses of administration under any
      bankruptcy, insolvency or similar laws.




Section
      7.07.  Eligibility
      and Disqualification of Trustee .




The
      Trustee shall at all times satisfy the requirements of TIA § 310(a).
      Notwithstanding TIA §310(b), there shall at all times be a Trustee hereunder
      which shall be a Person that has a combined capital and surplus of at least
      $50,000,000 (or, if such Person is a member of a bank holding company system,
      its bank holding company shall have a combined capital and surplus of at least
      $50,000,000). If such Person publishes reports of condition at least annually,
      pursuant to law or to the requirements of any supervising or examining
      authority, then for the purposes of this Section the combined capital and
      surplus of such Person shall be deemed to be its combined capital and surplus
      as
      set forth in its most recent report of condition so published. The Trustee
      shall
      comply with TIA § 310(b), *provided* , *however* ,
      that
      there shall be excluded from the operation of TIA § 310(b)(1) any
      indenture or indentures under which other securities or certificates of interest
      or participation in other securities of the Company are outstanding if the
      requirements for such exclusion set forth in TIA § 310(b)(1) are met.
      If at any time the Trustee shall cease to be eligible in accordance with the
      provisions of this Section, it shall resign immediately in the manner and with
      the effect hereinafter specified in this Article.




76




Section
      7.08.  Resignation
      or Removal of Trustee .




(a)  The
      Trustee may at any time resign by giving written notice of such resignation
      to
      the Company and to the holders of Notes. Upon receiving such notice of
      resignation, the Company shall promptly appoint a successor trustee by written
      instrument, in duplicate, executed by order of the Board of Directors, one
      copy
      of which instrument shall be delivered to the resigning Trustee and one copy
      to
      the successor trustee. If no successor trustee shall have been so appointed
      and
      have accepted appointment sixty (60) days after the mailing of such notice
      of
      resignation to the Noteholders, the resigning Trustee may, upon ten (10)
      Business Days’ notice to the Company and the Noteholders, petition, at the
      expense of the Company, any court of competent jurisdiction for the appointment
      of a successor trustee, or, any Noteholder who has been a bona fide holder
      of a
      Note or Notes for at least six (6) months may, subject to the provisions of Section
      6.09 ,
      on
      behalf of himself and all others similarly situated, petition any such court
      for
      the appointment of a successor trustee. Such court may thereupon, after such
      notice, if any, as it may deem proper and prescribe, appoint a successor
      trustee.




(b)  In
      case
      at any time any of the following shall occur:




(i)  the
      Trustee shall cease to be eligible in accordance with the provisions of Section
      7.09 and
      shall fail to resign after written request therefor by the Company or by any
      such Noteholder; or




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




then,
      in
      any such case, the Company may remove the Trustee and appoint a successor
      trustee by written instrument, in duplicate, executed by order of the Board
      of
      Directors, one copy of which instrument shall be delivered to the Trustee so
      removed and one copy to the successor trustee, or, subject to the provisions
      of Section
      6.09 ,
      any
      Noteholder who has been a bona fide holder of a Note or Notes for at least
      six
      (6) months may, on behalf of himself and all others similarly situated, petition
      any court of competent jurisdiction for the removal of the Trustee and the
      appointment of a successor trustee; *provided* that if
      no successor Trustee shall have been appointed and have accepted appointment
      sixty (60) days after either the Company or such Noteholder has removed the
      Trustee, or the Trustee resigns, the Trustee so removed may petition, at the
      expense of the Company, any court of competent jurisdiction for an appointment
      of a successor trustee. Such court may thereupon, after such notice, if any,
      as
      it may deem proper and prescribe, remove the Trustee and appoint a successor
      trustee.




77




(c)  The
      holders of a majority in aggregate principal amount of the Notes at the time
      outstanding may at any time remove the Trustee and nominate a successor trustee
      which shall be deemed appointed as successor trustee unless, within ten (10)
      days after notice to the Company of such nomination, the Company objects
      thereto, in which case the Trustee so removed or any Noteholder, or, if such
      Trustee so removed or any Noteholder fails to act, the Company, upon the terms
      and conditions and otherwise as in Section
      7.08(a) provided, may petition any court of competent jurisdiction for an appointment
      of
      a successor trustee.




(d)  Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to any of the provisions of this Section shall become effective upon
      acceptance of appointment by the successor trustee as provided in Section
      7.09 .




(e)  Notwithstanding
      the replacement of the Trustee pursuant to this Section, the Company’s
      obligations under Section
      7.06 shall
      continue for the benefit of the retiring Trustee.




Section
      7.09.  Acceptance
      by Successor Trustee .




Any
      successor trustee appointed as provided in Section
      7.08 shall
      execute, acknowledge and deliver to the Company and to its predecessor trustee
      an instrument accepting such appointment hereunder, and thereupon the
      resignation or removal of the predecessor trustee shall become effective and
      such successor trustee, without any further act, deed or conveyance, shall
      become vested with all the rights, powers, duties and obligations of its
      predecessor hereunder, with like effect as if originally named as trustee
      herein; but, nevertheless, on the written request of the Company or of the
      successor trustee, the trustee ceasing to act shall, upon payment of any amount
      then due it pursuant to the provisions of Section
      7.06 ,
      execute
      and deliver an instrument transferring to such successor trustee all the rights
      and powers of the trustee so ceasing to act. Upon request of any such successor
      trustee, the Company shall execute any and all instruments in writing for more
      fully and certainly vesting in and confirming to such successor trustee all
      such
      rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
      lien
      upon all property and funds held or collected by such trustee as such, except
      for funds held in trust for the benefit of holders of particular Notes, to
      secure any amounts then due it pursuant to the provisions of Section
      7.06 .




No
      successor trustee shall accept appointment as provided in this Section unless,
      at the time of such acceptance, such successor trustee shall be eligible under
      the provisions of Section
      7.07 .




Upon
      acceptance of appointment by a successor trustee as provided in this Section,
      the Company (or the former trustee, at the written direction of the Company)
      shall mail or cause to be mailed notice of the succession of such trustee
      hereunder to the holders of Notes at their addresses as they shall appear on
      the
      Security Register. If the Company fails to mail such notice within ten (10)
      days
      after acceptance of appointment by the successor trustee, the successor trustee
      shall cause such notice to be mailed at the expense of the Company.




Section
      7.10.  Succession
      by Merger .




Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to all or substantially all of the corporate trust business of the
      Trustee (including any trust created by this Indenture), shall be the successor
      to the Trustee hereunder without the execution or filing of any paper or any
      further act on the part of any of the parties hereto, *provided* that in
      the case of any corporation succeeding to all or substantially all of the
      corporate trust business of the Trustee, such corporation shall be eligible
      under the provisions of Section
      7.09 .
      The
      Trustee shall provide the Company with a written notice within thirty (30)
      days
      after the closing of such merger, conversion or consolidation.




78




In
      any
      case where at the time such successor to the Trustee shall succeed to the trusts
      created by this Indenture, any of the Notes shall have been authenticated but
      not delivered, any such successor to the Trustee may adopt the certificate
      of
      authentication of any predecessor trustee or authenticating agent appointed
      by
      such predecessor trustee, and deliver such Notes so authenticated; and in case
      at that time any of the Notes shall not have been authenticated, any successor
      to the Trustee or any authenticating agent appointed by such successor trustee
      may authenticate such Notes in the name of the successor trustee; and in all
      such cases such certificates shall have the full force that is provided in
      the
      Notes or in this Indenture; *provided* that the
      right to adopt the certificate of authentication of any predecessor Trustee
      or
      to authenticate Notes in the name of any predecessor Trustee shall apply only
      to
      its successor or successors by merger, conversion or consolidation.




Section
      7.11.  Trustee’s
      Application for Instructions from the Company .




Any
      application by the Trustee for written instructions from the Company (other
      than
      with regard to any action proposed to be taken or omitted to be taken by the
      Trustee that affects the rights of the holders of the Notes under this
      Indenture) may, at the option of the Trustee, set forth in writing any action
      proposed to be taken or omitted by the Trustee under this Indenture and the
      date
      on and/or after which such action shall be taken or such omission shall be
      effective. The Trustee shall not be liable for any action taken by, or omission
      of, the Trustee in accordance with a proposal included in such application
      on or
      after the date specified in such application (which date shall not be less
      than
      three (3) Business Days after the date any Officer of the Company actually
      receives such application, unless any such Officer shall have consented in
      writing to any earlier date) unless prior to taking any such action (or the
      effective date in the case of an omission), the Trustee shall have received
      written instructions in response to such application specifying the action
      to be
      taken or omitted.




Section
      7.12.  Reports
      by Trustee to Holders .




If
      required by Section 313(a) of the Trust Indenture Act, within 60 days after
      each
      May 15 beginning with the May 15 following the date of this Indenture, the
      Trustee shall mail to each holder a brief report dated as of such May 15 that
      complies with Section 313(a) of the Trust Indenture Act to the extent required
      thereby. The Trustee shall also comply with Section 313(b) of the Trust
      Indenture Act.




A
      copy of
      each report at the time of its mailing to holders shall be filed with the
      Commission, each automated quotation system and each Trading Market or stock
      exchange (if any) on which the Notes are listed. The Company agrees to promptly
      notify the Trustee whenever the Notes become listed on any such Trading Market,
      stock exchange or automated quotation system and any delisting
      thereof.




79




Section
      7.13.  Certain
      Provisions .




Each
      Noteholder by accepting a Note authorizes and directs on his or her behalf
      the
      Trustee to enter into and to take such actions and to make such acknowledgements
      as are set forth in this Indenture or other documents entered into in connection
      therewith.




The
      Trustee shall not be responsible for the legality, validity, effectiveness,
      suitability, adequacy or enforceability of any of the Security Documents or
      any
      obligation or rights created or purported to be created thereby or pursuant
      thereto or any security or the priority thereof constituted or purported to
      be
      constituted thereby or pursuant thereto, nor shall it be responsible or liable
      to any person because of any invalidity of any provision of such documents
      or
      the unenforceability thereof, whether arising from statute, law or decision
      of
      any court. The Trustee shall be under no obligation to monitor or supervise
      the
      functions of the Collateral Agent under the Security Documents and shall be
      entitled to assume that the Collateral Agent is properly performing its
      functions and obligations thereunder and the Trustee shall not be responsible
      for any diminution in the value of or loss occasioned to the assets subject
      thereto by reason of the act or omission by the Collateral Agent in relation
      to
      its functions thereunder. The Trustee shall have no responsibility whatsoever
      to
      the Company, any Guarantor or any Noteholder as regards any deficiency which
      might arise because the Trustee is subject to any tax in respect of the Security
      Documents, the security created thereby or any part thereof or any income
      therefrom or any proceeds thereof.




Section
      7.14.  Preferential
      Collection of Claims against Company .




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




ARTICLE
      8




SUPPLEMENTAL
      INDENTURES




Section
      8.01.  Supplemental
      Indentures Without Consent of Noteholders .




The
      Company, when authorized by the resolutions of the Board of Directors, and
      the
      Trustee may, from time to time, and at any time enter into an indenture or
      indentures supplemental hereto for one or more of the following
      purposes:




(a)  make
      provision with respect to the conversion rights of the holders of Notes pursuant
      to the requirements of Section
      14.05 and the
      purchase obligations of the Company pursuant to the requirements of Section
      3.02 .;




(b)  to
      convey, transfer, assign, mortgage or pledge to the Trustee as security for
      the
      Notes, any property or assets;




80




(c)  to
      evidence the succession of another Person to the Company, or successive
      successions, and the assumption by the successor Person of the covenants,
      agreements and obligations of the Company pursuant to Article
      11 ;




(d)  to
      add to
      the covenants of the Company such further covenants, restrictions or conditions
      as the Board of Directors and the Trustee shall consider to be for the benefit
      of the holders of Notes, and to make the occurrence, or the occurrence and
      continuance, of a default in any such additional covenants, restrictions or
      conditions a Default or an Event of Default permitting the enforcement of all
      or
      any of the several remedies provided in this Indenture as herein set forth; *provided* that, in
      respect of any such additional covenant, restriction or condition, such
      supplemental indenture may provide for a particular period of grace after
      Default (which period may be shorter or longer than that allowed in the case
      of
      other Defaults) or may provide for an immediate enforcement upon such default
      or
      may limit the remedies available to the Trustee upon such Default;




(e)  to
      provide for the issuance under this Indenture of Notes in coupon form (including
      Notes registrable as to principal only) and to provide for exchangeability
      of
      such Notes with the Notes issued hereunder in fully registered form and to
      make
      all appropriate changes for such purpose;




(f)  to
      cure
      any ambiguity or to correct or supplement any provision contained herein or
      in
      any supplemental indenture that may be defective or inconsistent with any other
      provision contained herein or in any supplemental indenture, or to make such
      other provisions in regard to matters or questions arising under this Indenture
      that shall not materially adversely affect the interests of the holders of
      the
      Notes;




(g)  to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Notes;




(h)  add
      additional Guarantees or additional obligors with respect to the Notes or
      release Guarantors from guarantees as permitted by the terms of this Indenture;




(i)  to
      comply
      with any requirements of the Commission in order to effect or maintain
      qualifying, or maintaining the qualification of, this Indenture under the
      TIA;




(j)  further
      secure the Notes, or release all or any portion of the Collateral pursuant
      to
      the terms of the Security Documents; or




(k)  to
      increase, from time to time, the per annum interest rate on the Notes for any
      period.




Upon
      the
      written request of the Company, accompanied by a copy of the resolutions of
      the
      Board of Directors certified by its Secretary or Assistant Secretary authorizing
      the execution of any supplemental indenture (in form satisfactory to the
      Trustee), the Trustee is hereby authorized to join with the Company in the
      execution of any such supplemental indenture, to make any further appropriate
      agreements and stipulations that may be therein contained and to accept the
      conveyance, transfer and assignment of any property thereunder; *provided* that the
      Trustee shall not be obligated to, but may in its discretion, enter into any
      supplemental indenture that affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise.




81




Any
      supplemental indenture authorized by the provisions of this Section may be
      executed by the Company and the Trustee without the consent of the holders
      of
      any of the Notes at the time outstanding, notwithstanding any of the provisions
      of Section
      8.02 .




Section
      8.02.  Supplemental
      Indenture with Consent of Noteholders .




With
      the
      consent (evidenced as provided in Article
      12 )
      of the
      holders of a majority in aggregate principal amount of the Notes at the time
      outstanding, the Company, when authorized by the resolutions of the Board of
      Directors, and the Trustee may, from time to time and at any time, enter into
      an
      indenture or indentures supplemental hereto for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Indenture or any supplemental indenture or of modifying in any manner
      the
      rights of the holders of the Notes; *provided* that no
      such supplemental indenture shall:




(a)  extend
      the fixed maturity of any Note;




(b)  reduce
      the rate or extend the time of payment of Interest thereon;




(c)  reduce
      the principal amount thereof or reduce any amount payable on redemption or
      repurchase thereof;




(d)  change
      the obligation of the Company to repurchase any Note upon the happening of
      a
      Termination of Trading in a manner adverse to the holders of Notes;




(e)  impair
      the right of any Noteholder to institute suit for the payment thereof;




(f)  make
      the
      principal thereof or Interest thereon payable in any coin or currency other
      than
      that provided in the Notes;




(g)  impair
      the right to convert the Notes into Common Stock or reduce the number of shares
      of Common Stock or any other property receivable by a Noteholder upon conversion
      subject to the terms set forth herein, including Section
      14.05 ,
      in each
      case, without the consent of the holder of each Note so affected;




(h)  modify
      any of the provisions of this Section or Section
      6.07 ,
      except
      to increase any such percentage or to provide that certain other provisions
      of
      this Indenture cannot be modified or waived without the consent of the holder
      of
      each Note so affected;




(i)  change
      any obligation of the Company to maintain an office or agency in the places
      and
      for the purposes set forth in Section
      4.02 ;




(j)  reduce
      the quorum or voting requirements set forth in Article
      13 ;




82




(k)  subordinate
      the Notes or any Guarantee to any other obligation of the Company or the
      applicable Guarantor;




(l)  release
      the security interest granted in favor of the holders of the Notes in the
      Collateral other than pursuant to the terms of the Security
      Documents;




(m)  release
      any other security interest that may have been granted in favor of the holders
      of the Notes other than pursuant to the terms of such security interest;




(n)  reduce
      any premium payable upon a Change of Control or, at
      any
      time after a Change of Control has occurred, change the time at which the Change
      of Control Offer relating thereto must be made or at which the Notes must be
      repurchased pursuant to such Change of Control Offer;




(o)  at
      any
      time after the Company is obligated to make an Asset Sale Offer with the Excess
      Proceeds from Asset Sales, change the time at which such Asset Sale Offer must
      be made or at which the Notes must be repurchased pursuant thereto;




(p)  make
      any
      change in any Guarantee that would adversely affect the holders; or




(q)  reduce
      the aforesaid percentage of Notes, the holders of which are required to consent
      to any such supplemental indenture,




in
      each
      case, without the consent of the holders of all Notes then
      outstanding.




Upon
      the
      written request of the Company, accompanied by a copy of the resolutions of
      the
      Board of Directors certified by its Secretary or Assistant Secretary authorizing
      the execution of any such supplemental indenture (in form satisfactory to the
      Trustee), and upon the filing with the Trustee of evidence of the consent of
      the
      Noteholders as aforesaid, the Trustee shall join with the Company in the
      execution of such supplemental indenture unless such supplemental indenture
      affects the Trustee’s own rights, duties or immunities under this Indenture or
      otherwise, in which case the Trustee may in its discretion, but shall not be
      obligated to, enter into such supplemental indenture.




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




Section
      8.03.  Effect
      of Supplemental Indenture .




Upon
      the
      execution of any supplemental indenture pursuant to the provisions of this
      Article, this Indenture shall be and shall be deemed to be modified and amended
      in accordance therewith and the respective rights, limitation of rights,
      obligations, duties and immunities under this Indenture of the Trustee, the
      Company and the holders of the Notes shall thereafter be determined, exercised
      and enforced hereunder, subject in all respects to such modifications and
      amendments and all the terms and conditions of any such supplemental indenture
      shall be and shall be deemed to be part of the terms and conditions of this
      Indenture for any and all purposes.




83




Every
      supplemental indenture and each modification or amendment to this Indenture,
      the
      Notes or the Guarantees thereunder shall comply with the TIA as then in effect,
      if then required to so comply.




Section
      8.04.  Notation
      on Notes .




Notes
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to the provisions of this Article may bear a notation in form approved
      by the Trustee as to any matter provided for in such supplemental indenture.
      If
      the Company or the Trustee shall so determine, new Notes so modified as to
      conform, in the opinion of the Trustee and the Board of Directors, to any
      modification of this Indenture contained in any such supplemental indenture
      may,
      at the Company’s expense, be prepared and executed by the Company, authenticated
      by the Trustee (or an authenticating agent duly appointed by the Trustee
      pursuant to Section
      15.10 )
      and
      delivered in exchange for the Notes then outstanding, upon surrender of such
      Notes then outstanding.




Section
      8.05.  Evidence
      of Compliance of Supplemental Indenture to Be Furnished to
      Trustee .




Prior
      to
      entering into any supplemental indenture, or any amendment to any Security
      Document, the Trustee shall be provided with, in addition to the documents
      required by Section
      15.05 ,
      an
      Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any
      supplemental indenture or amendment to any Security Document executed pursuant
      hereto complies with the requirements of this Article and is otherwise
      authorized or permitted by this Indenture and, where applicable, the Security
      Documents.




ARTICLE
      9




GUARANTEES




Section
      9.01.  Guarantee .




Subject
      to this Article
      9 ,
      each
      Guarantor hereby unconditionally guarantees to each holder of a Note
      authenticated and delivered by the Trustee and to the Trustee and its successors
      and assigns: (a) the due and punctual payment of the principal of, premium,
      if
      any, and interest on the Notes, subject to any applicable grace period, whether
      at Stated Maturity, by acceleration, redemption or otherwise, the due and
      punctual payment of interest on the overdue principal of and premium, if any,
      and, to the extent permitted by law, interest, and the due and punctual
      performance of all other obligations of the Company to the holders or the
      Trustee under this Indenture or any other agreement with or for the benefit
      of
      the holders or the Trustee, all in accordance with the terms hereof and thereof;
      and (b) in case of any extension of time of payment or renewal of any Notes
      or
      any of such other obligations, that same shall be promptly paid in full when
      due
      or performed in accordance with the terms of the extension or renewal, whether
      at Stated Maturity, by acceleration pursuant to Section
      6.01 ,
      redemption or otherwise. Failing payment when due of any amount so guaranteed
      or
      any performance so guaranteed for whatever reason, the Guarantors shall be
      jointly and severally obligated to pay the same immediately. Each Guarantor
      agrees that this is a guarantee of payment and not a guarantee of
      collection.




84




Each
      Guarantor hereby agrees that its obligations with regard to its Guarantee shall
      be joint and several, unconditional, irrespective of the validity or
      enforceability of the Notes or the obligations of the Company under this
      Indenture, the absence of any action to enforce the same, the recovery of any
      judgment against the Company or any other obligor with respect to this
      Indenture, the Notes or the Obligations of the Company under this Indenture
      or
      the Notes, any action to enforce the same or any other circumstances (other
      than
      complete performance) which might otherwise constitute a legal or equitable
      discharge or defense of a Guarantor. Each Guarantor further, to the extent
      permitted by law, waives and relinquishes all claims, rights and remedies
      accorded by applicable law to guarantors and agrees not to assert or take
      advantage of any such claims, rights or remedies, including but not limited
      to:
      (a) any right to require any of the Trustee, the holders or the Company (each
      a
“ **Benefited
      Party** ”),
      as a
      condition of payment or performance by such Guarantor, to (1) proceed against
      the Company, any other guarantor (including any other Guarantor) of the
      Obligations under the Guarantees or any other Person, (2) proceed against or
      exhaust any security held from the Company, any such other guarantor or any
      other Person, (3) proceed against or have resort to any balance of any deposit
      account or credit on the books of any Benefited Party in favor of the Company
      or
      any other Person, or (4) pursue any other remedy in the power of any Benefited
      Party whatsoever; (b) any defense arising by reason of the incapacity, lack
      of
      authority or any disability or other defense of the Company including any
      defense based on or arising out of the lack of validity or the unenforceability
      of the Obligations under the Guarantees or any agreement or instrument relating
      thereto or by reason of the cessation of the liability of the Company from
      any
      cause other than payment in full of the Obligations under the Guarantees; (c)
      any defense based upon any statute or rule of law which provides that the
      obligation of a surety must be neither larger in amount nor in other respects
      more burdensome than that of the principal; (d) any defense based upon any
      Benefited Party’s errors or omissions in the administration of the Obligations
      under the Guarantees, except behavior which amounts to bad faith; (e)(1) any
      principles or provisions of law, statutory or otherwise, which are or might
      be
      in conflict with the terms of the Guarantees and any legal or equitable
      discharge of such Guarantor’s obligations hereunder, (2) the benefit of any
      statute of limitations affecting such Guarantor’s liability hereunder or the
      enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims
      and (4) promptness, diligence and any requirement that any Benefited Party
      protect, secure, perfect or insure any security interest or lien or any property
      subject thereto; (f) notices, demands, presentations, protests, notices of
      protest, notices of dishonor and notices of any action or inaction, including
      acceptance of the Guarantees, notices of Default under the Notes or any
      agreement or instrument related thereto, notices of any renewal, extension
      or
      modification of the Obligations under the Guarantees or any agreement related
      thereto, and notices of any extension of credit to the Company and any right
      to
      consent to any thereof; (g) to the extent permitted under applicable law, the
      benefits of any “One Action” rule and (h) any defenses or benefits that may be
      derived from or afforded by law which limit the liability of or exonerate
      guarantors or sureties, or which may conflict with the terms of the Guarantees.
      Except to the extent expressly provided herein, including Section
      9.05 ,
      each
      Guarantor hereby covenants that its Guarantee shall not be discharged except
      by
      complete performance of the obligations contained in its Guarantee and this
      Indenture.




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




85




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




Section
      9.02.  Limitation
      on Guarantor Liability .




(a)  Each
      Guarantor, and by its acceptance of Notes, each holder, hereby confirms that
      it
      is the intention of all such parties that the Guarantee of such Guarantor not
      constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
      the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
      or
      any similar foreign, federal or state law, or the laws of any applicable
      jurisdiction, to the extent applicable to any guarantee. To effectuate the
      foregoing intention, the Trustee, the holders and the Guarantors hereby
      irrevocably agree that each Guarantor’s liability shall be that amount from time
      to time equal to the aggregate liability of such Guarantor under the guarantee,
      but shall be limited to the lesser of (a) the aggregate amount of the Company’s
      obligations under the Notes and this Indenture or (b) the amount, if any, which
      would not have (1) rendered the Guarantor “insolvent” (as such term is defined
      in Bankruptcy Law and in the Debtor and Creditor Law of the State of New York)
      or (2) left it with unreasonably small capital at the time its guarantee with
      respect to the Notes was entered into, after giving effect to the incurrence
      of
      existing Debt immediately before such time; *provided* , *however* ,
      it
      shall be a presumption in any lawsuit or proceeding in which a Guarantor is
      a
      party that the amount guaranteed pursuant to the guarantee with respect to
      the
      Notes is the amount described in clause (a) above unless any creditor, or
      representative of creditors of the Guarantor, or debtor in possession or trustee
      in bankruptcy of the Guarantor, otherwise proves in a lawsuit that the aggregate
      liability of the Guarantor is limited to the amount described in clause (b).




(b)  In
      making
      any determination as to the solvency or sufficiency of capital of a Guarantor
      in
      accordance with the proviso of Section
      9.02(a) ,
      the
      right of each Guarantor to contribution from other Guarantors and any other
      rights such Guarantor may have, contractual or otherwise, shall be taken into
      account.




Section
      9.03.  Execution
      and Delivery of Guarantee .




To
      evidence its Guarantee set forth in Section
      9.01 ,
      each
      Guarantor hereby agrees that a notation of such Guarantee in substantially
      the
      form included in **** Exhibit
      B attached
      hereto shall be endorsed by an Officer of such Guarantor on each Note
      authenticated and delivered by the Trustee and that this Indenture shall be
      executed on behalf of such Guarantor by its President or one of its Vice
      Presidents.




86




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




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




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




The
      Company, SHHL and each Operating Subsidiary hereby agrees that it shall cause
      each Person that becomes obligated to provide a Guarantee pursuant to Section
      4.18 (each, a
“ **Future
      Guarantor** ”)
      to
      execute a supplemental indenture in form and substance satisfactory to the
      Trustee, pursuant to which such Person provides the guarantee set forth in
      this Article
      9 and
      otherwise assumes the obligations and accepts the rights of a Guarantor under
      this Indenture, in each case with the same effect and to the same extent as
      if
      such Person had been named herein as a Guarantor. The Company, SHHL and each
      Operating Subsidiary also hereby agrees to cause each such new Guarantor to
      evidence its guarantee by endorsing a notation of such guarantee on each Note
      as
      provided in this Section.




Section
      9.04.  Guarantors
      May Consolidate, etc., on Certain Terms .




Except
      as
      otherwise provided in Section
      9.05 ,
      no
      Guarantor may consolidate with or merge with or into (whether or not such
      Guarantor is the Surviving Person) another Person whether or not affiliated
      with
      such Guarantor unless:




(a)  subject
      to Section
      9.05 ,
      the
      Person formed by or surviving any such consolidation or merger (if other than
      a
      Guarantor or the Company) unconditionally assumes all the obligations of such
      Guarantor, pursuant to a supplemental indenture in form and substance
      satisfactory to the Trustee, under this Indenture, the Guarantee on the terms
      set forth herein or therein; and




(b)  the
      Guarantor complies with the requirements of Article
      5 hereof.




In
      case
      of any such consolidation, merger, sale or conveyance and upon the assumption
      by
      the successor Person, by supplemental indenture, executed and delivered to
      the
      Trustee and satisfactory in form and substance to the Trustee, of the Guarantee
      endorsed upon the Notes and the due and punctual performance of all of the
      covenants and conditions of this Indenture to be performed by the Guarantor,
      such successor Person shall succeed to and be substituted for the Guarantor
      with
      the same effect as if it had been named herein as a Guarantor. Such successor
      Person thereupon may cause to be signed any or all of the Guarantees to be
      endorsed upon all of the Notes issuable hereunder which theretofore shall not
      have been signed by the Company and delivered to the Trustee. All the Guarantees
      so issued shall in all respects have the same legal rank and benefit under
      this
      Indenture as the Guarantees theretofore and thereafter issued in accordance
      with
      the terms of this Indenture as though all of such Guarantees had been issued
      at
      the date of the execution hereof.




87




Except
      as
      set forth in Articles
      4 and 5 ,
      and
      notwithstanding clauses (a) and (b) above, nothing contained in this Indenture
      or in any of the Notes shall prevent any consolidation or merger of a Guarantor
      with or into the Company or another Guarantor, or shall prevent any sale or
      conveyance of the property of a Guarantor as an entirety or substantially as
      an
      entirety to the Company or another Guarantor.




Section
      9.05.  Releases
      Following Merger, Consolidation or Sale of Assets, Etc .




In
      the
      event of a sale or other disposition of all or substantially all of the assets
      of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
      other disposition of all of the Capital Stock of any Guarantor, in each case
      to
      a Person that is not (either before or after giving effect to such transactions)
      a Subsidiary of the Company, then such Guarantor (in the event of a sale or
      other disposition, by way of merger, consolidation or otherwise, of all of
      the
      Capital Stock of such Guarantor) or the corporation acquiring the property
      (in
      the event of a sale or other disposition of all or substantially all of the
      assets of such Guarantor) shall be released and relieved of any obligations
      under its Guarantee; *provided* that the
      net proceeds of such sale or other disposition shall be applied in accordance
      with the applicable provisions of this Indenture, including without limitation Section
      4.12 .
      Upon
      delivery by the Company to the Trustee of an Officers’ Certificate and an
      Opinion of Counsel to the effect that such sale or other disposition was made
      by
      the Company in accordance with the provisions of this Indenture, including
      without limitation Section
      4.12 ,
      the
      Trustee shall execute any documents reasonably required in order to evidence
      the
      release of any Guarantor from its obligations under its Guarantee.




Any
      Guarantor not released from its obligations under its Guarantee shall remain
      liable for the full amount of principal of and interest on the Notes and for
      the
      other obligations of any Guarantor under this Indenture as provided in this Article
      9 .




ARTICLE
      10




COLLATERAL
      AND SECURITY




Section
      10.01.  Security
      Documents .




(a)  The
      due
      and punctual payment of the principal of and interest on the Notes when and
      as
      the same shall be due and payable, whether on an Interest Payment Date, at
      maturity, by acceleration, repurchase, redemption or otherwise, and interest
      on
      the overdue principal of and interest on the Notes and performance of all other
      obligations of the Company to the holders or the Trustee under this Indenture
      and the Notes, according to the terms hereunder or thereunder, are secured
      as
      provided in the Security Documents, including the Initial Security Documents
      which the Company and SHHL have entered into simultaneously with the execution
      of this Indenture and which are attached as Exhibit
      E hereto.
      Each holder, by its acceptance thereof, consents and agrees to the terms of
      the
      Security Documents (including, without limitation, the provisions providing
      for
      foreclosure and release of Collateral) as the same may be in effect or may
      be
      amended from time to time in accordance with its terms and authorizes and
      directs the Trustee to enter into the Security Documents and to perform its
      obligations and exercise its rights thereunder as a Secured Party in accordance
      therewith. The Company will do or cause to be done all such acts and things
      as
      may be required by applicable law or may be necessary or proper, or as may
      be
      required by the provisions of the Security Documents, to assure and confirm
      to
      the Trustee the security interest in the Collateral contemplated hereby, by
      the
      Security Documents or any part thereof, as from time to time constituted, so
      as
      to render the same available for the security and benefit of this Indenture
      and
      of the Notes secured hereby, according to the intent and purposes herein
      expressed. The Company will take, and will cause its Subsidiaries to take,
      any
      and all actions reasonably required to cause the Security Documents to create
      and maintain, as security for the Obligations of the Company hereunder, a valid
      and enforceable perfected first priority Lien in and on all the Collateral,
      in
      favor of the Trustee, as Secured Party, for the benefit of the holders, superior
      to and prior to the rights of all third Persons and subject to no other Liens
      than Permitted Liens.




88




(b)  Not
      later
      than November 30, 2007, the Company, SHHL and each Operating Subsidiary shall
      procure that each Consigning Shareholder shall pledge in favor of Origin
      Biotechnology, and will execute and deliver to Origin Biotechnology equity
      pledges in respect of, all Capital Stock of each Operating Subsidiary owned
      by
      it and use its best efforts to obtain any necessary Governmental Approvals
      with
      respect thereto, and will take all other actions reasonably required to create
      and maintain a valid and enforceable perfected first priority Lien in and on
      such Capital Stock in favor of Origin Biotechnology.




(c)  If
      at any
      time after the Issue Date there is a change in PRC law or interpretation in
      PRC
      law that permits the encumbrance of the Operating Subsidiaries’ assets or
      Property by a Lien without the approval of any governmental body of the PRC,
      then the Company and SHHL shall cause the Operating Subsidiaries to,
      concurrently:




(i)  execute
      and deliver to the Trustee a Security Document upon substantially the same
      terms
      granting a Lien upon such property to the Trustee for the benefit of the holders
      of Notes, which Lien shall be first priority if such assets or Property is
      not
      then encumbered by any other Lien (other than Liens required by law) or a second
      priority Lien if such assets or Property is at that time so
      encumbered;




(ii)  cause
      the
      Lien to be granted in such Security Document to be duly perfected in any manner
      permitted by law; and




(iii)  deliver
      to the Trustee an Opinion of Counsel confirming as to such Security Document
      the
      matters set forth as to the Security Documents and Liens thereunder in the
      Opinions of Counsel delivered to holders on the Issue Date and, if the property
      subject to such Security Document is an interest in real estate, such local
      counsel opinions, insurance policies, surveys and other supporting documents
      as
      may be required by applicable law.




(d)  Notwithstanding
      (i) anything to the contrary contained in this Indenture, the Security
      Documents, the Notes or any other instrument governing, evidencing or relating
      to any Debt, (ii) the time, order or method of attachment of any Liens, (iii)
      the time or order of filing or recording of financing statements or other
      documents filed or recorded to perfect any Lien upon any Collateral, (iv) the
      time of taking possession or control over any Collateral or (v) the rules for
      determining priority under BVI law, PRC law or any other law of any relevant
      jurisdiction governing relative priorities of secured creditors:




89




(A)  the
      Liens
      will rank at least equally and ratably with all valid, enforceable and perfected
      Liens, whenever granted upon any present or future Collateral, but only to
      the
      extent such Liens are permitted under this Indenture to exist and to rank
      equally and ratably with the Notes and the Guarantees; and




(B)  all
      proceeds of the Collateral applied under the Security Documents shall be
      allocated and distributed as set forth in Section
      6.03 .




Section
      10.02.  Future
      Guarantor Pledgors .




(a)  (i) Subject
      to clauses (ii) and (iii) below, to the fullest extent permitted under
      applicable laws (including the laws of the PRC), the Company and SHHL shall
      pledge and shall cause each Future Guarantor to pledge the Capital Stock of
      any
      current or future Subsidiary (other than the Capital Stock of SHHL and Origin
      Biotechnology already pledged under the Security Documents) in each case owned
      by the Company, SHHL or such Future Guarantor, on a first priority basis
      (subject to Permitted Liens) in order to secure the obligations of the Company
      under the Notes and this Indenture and of such Future Guarantor under its
      Guarantee, and use its best efforts to obtain any necessary Governmental
      Approvals and take all other actions necessary thereto.




(ii)  Clause
      (i) shall not apply to any current or future PRC-incorporated Subsidiary of
      any
      Future Guarantor (other than a wholly foreign-owned enterprise incorporated
      in
      the PRC) unless and until there is a change in PRC law or interpretation in
      PRC
      law that permits the pledge of the Capital Stock of such Subsidiary to secure
      the obligations of the Company under the Notes and this Indenture.




(iii)  Where,
      as
      a result of PRC law regulating the foreign ownership of entities engaged in
      a
      Related Business, the Capital Stock of any PRC-incorporated Subsidiary of any
      Future Guarantor (other than a wholly foreign-owned enterprise) is not owned
      directly or indirectly by such Future Guarantor, clauses (i) and (ii) shall
      not
      apply and such Future Guarantor shall procure, to the fullest extent permitted
      under applicable laws (including the laws of the PRC), that each Person directly
      or indirectly owning the Capital Stock of such Subsidiary shall pledge such
      Capital Stock in favor of Origin Biotechnology in accordance with the processes
      set forth in Section
      10.01(b) .




(b)  Each
      Guarantor that pledges Capital Stock of a Subsidiary after the Issue Date is
      referred to as a “ **Future
      Guarantor Pledgor** ”
and,
      upon giving such pledge, will be a “ **Guarantor
      Pledgor** .”




(c)  Upon
      each
      pledge by the Company, SHHL or a Future Guarantor of the Capital Stock of any
      current or future Subsidiary in accordance with Section
      10.02(a) ,
      the
      Company will deliver to the Trustee an Officers’ Certificate stating that entry
      into the applicable pledge agreement has been duly and validly authorized and
      an
      Opinion of Counsel to the effect that (i) in the opinion of such counsel, such
      action has been taken with respect to the recording, registering and filing
      of
      or with respect to this Indenture and the applicable pledge agreement and all
      other instruments of further assurance as are necessary to make effective the
      first priority lien (subject to Permitted Liens) created by such pledge
      agreement in the Capital Stock referenced in Section
      10.02(a) ,
      and
      referencing the details of such action; or (ii) in the opinion of such counsel,
      no such action is necessary to make such first priority lien (subject to
      Permitted Liens) effective; *provided* that any
      such Opinion of Counsel may rely on an Officers’ Certificate or certificates of
      public officials with respect to matters of fact.




90




(d)  All
      Opinions of Counsel delivered pursuant to Section
      10.02(c) may
      contain assumptions, qualifications, exceptions and limitations as are
      appropriate and customary for similar opinions relating to the nature of the
      Capital Stock pledged.




(e)  Upon
      each
      pledge by the Company, SHHL or any Future Guarantor of the Capital Stock of
      any
      current or future Subsidiary in accordance with Section
      10.02(a) ,
      the
      Company will give notice, file, register or record any supplemental indentures,
      financing statements, continuation statements, pledge agreements or other
      instruments or cause each such Future Guarantor Pledgor to give notice, file,
      register or record any supplemental indentures, financing statements,
      continuation statements, pledge agreements or other instruments and take any
      other actions necessary in order to perfect and protect the first priority
      lien
      (subject to Permitted Liens) thereby created.




Section
      10.03.  Recording
      and Opinions .




(a)  The
      Company will furnish to the Trustee within three months after each anniversary
      of the Issue Date, an Opinion of Counsel, dated as of such date, stating either
      that (i) in the opinion of such counsel, action has been taken with respect
      to
      the recording, registering, filing, re-recording, re-registering and re-filing
      of all supplemental indentures, financing statements, continuation statements
      or
      other instruments of further assurance as is necessary to maintain the Lien
      of
      the Security Documents and reciting with respect to the security interest in
      the
      Collateral the details of such action or referring to prior Opinions of Counsel
      in which such details are given, and stating that, in the opinion of such
      counsel, based on relevant laws as in effect on the date of such Opinion of
      Counsel, all financing statements and continuation statements have been executed
      and filed that are necessary as of such date and during the succeeding twelve
      (12) months fully to preserve and protect, to the extent such protection and
      preservation are possible by filing, the rights of the holders and the Trustee
      hereunder and under the Security Documents with respect to the security interest
      in the Collateral; or (ii) in the opinion of such counsel, no such action is
      necessary to maintain such Lien and assignment.




(b)  So
      long
      as no Default or Event of Default has occurred and is continuing, and subject
      to
      certain terms and conditions, the Company and the Guarantors will be entitled
      to
      receive all cash dividends, interest and other payments made upon or with
      respect to the Collateral pledged by them.




91




(c)  So
      long
      as there has occurred no Event of Default, then the Company and the Guarantors
      shall have the right to exercise any voting and other consensual rights
      pertaining to the Collateral pledged by them.




(d)  Upon
      the
      occurrence and during the continuance of a Default or Event of Default, all
      rights of the Company and the Guarantors to receive all cash dividends, interest
      and other payments made upon or with respect to the Collateral will cease and
      such cash dividends, interest and other payments will be paid to the Collateral
      Agent;




(e)  Upon
      the
      occurrence and during the continuance of an Event of Default:




(i)  all
      rights of the Company and the Guarantors to exercise such voting or other
      consensual rights will cease, and all such rights will become vested in the
      Collateral Agent, which, to the extent permitted by law, will have the sole
      right to exercise such voting and other consensual rights; and




(ii)  the
      Collateral Agent may sell the Collateral or any part of the Collateral in
      accordance with the terms of the Security Documents. The Collateral Agent,
      in
      accordance with the provisions of this Indenture, will distribute all funds
      distributed under the Security Documents and received by the Collateral Agent
      to
      the Trustee for the benefit of the holders of the Notes.




Section
      10.04.  Release
      of Collateral .




(a)  Subject
      to subsections (b), (c) and (d) of this Section
      10.04 ,
      Collateral may be released from the Lien and security interest created by the
      Security Documents at any time or from time to time in accordance with the
      provisions of the Security Documents or as provided hereby. In addition, upon
      the request of the Company pursuant to an Officers’ Certificate, upon which the
      Trustee may conclusively rely, certifying that all conditions precedent
      hereunder have been met and stating whether or not such release is in connection
      with an Asset Sale, at the sole cost and expense of the Company, the Trustee
      will release Collateral that is sold, conveyed or disposed of in compliance
      with
      the provisions of this Indenture; provided, that if such sale, conveyance or
      disposition constitutes an Asset Sale, the Company will apply the Net Available
      Cash in accordance with Section
      4.12 hereof.
      Upon receipt of such Officers’ Certificate the Trustee shall execute, deliver or
      acknowledge any necessary or proper instruments of termination, satisfaction
      or
      release to evidence the release of any Collateral permitted to be released
      pursuant to this Indenture or the Security Documents.




(b)  No
      Collateral may be released from the Lien and security interest created by the
      Security Documents pursuant to the provisions of the Security Documents unless
      the certificate required by this Section has been delivered to the
      Trustee.




(c)  At
      any
      time when a Default or Event of Default has occurred and is continuing and
      the
      maturity of the Notes has been accelerated (whether by declaration or
      otherwise), no release of Collateral pursuant to the provisions of the Security
      Documents will be effective as against the holders.




92




(d)  The
      release of any Collateral from the terms of this Indenture and the Security
      Documents will not be deemed to impair the security under this Indenture in
      contravention of the provisions hereof if and to the extent the Collateral
      is
      released pursuant to the terms of the Security Documents and
      hereof.




Section
      10.05.  Authorization
      of Actions to Be Taken by the Trustee Under the Security
      Documents .




Subject
      to the provisions of Section
      7.01 and 7.02 hereof,
      the Trustee may, in its sole discretion and without the consent of the holders,
      take, on behalf of the holders, all actions it deems necessary or appropriate
      in
      order to:




(a)  enforce
      any of the terms of the Security Documents; and




(b)  collect
      and receive any and all amounts payable in respect of the Obligations of the
      Company hereunder.




The
      Trustee will have power to institute and maintain such suits and proceedings
      as
      it may deem expedient to prevent any impairment of the Collateral by any acts
      that may be unlawful or in violation of the Security Documents or this
      Indenture, and such suits and proceedings as the Trustee may deem expedient
      to
      preserve or protect its interests and the interests of the holders in the
      Collateral (including power to institute and maintain suits or proceedings
      to
      restrain the enforcement of or compliance with any legislative or other
      governmental enactment, rule or order that may be unconstitutional or otherwise
      invalid if the enforcement of, or compliance with, such enactment, rule or
      order
      would impair the security interest hereunder or be prejudicial to the interests
      of the holders or of the Trustee).




Section
      10.06.  Authorization
      of Receipt of Funds by the Trustee Under the Security Documents .




The
      Trustee is authorized to receive any funds for the benefit of the holders
      distributed under the Security Documents, and to make further distributions
      of
      such funds to the holders according to the provisions of this
      Indenture.




Section
      10.07.  Termination
      of Security Interest .




Upon
      the
      payment in full of all Obligations of the Company under this Indenture and
      the
      Notes, the Trustee will, at the request of the Company, release the Liens
      pursuant to this Indenture and the Security Documents.




ARTICLE
      11




SATISFACTION
      AND DISCHARGE OF INDENTURE




Section
      11.01.  Discharge
      of Indenture .




When
      (a)
      the Company shall deliver to the Trustee for cancellation all Notes theretofore
      authenticated (other than any Notes that have been mutilated, destroyed, lost
      or
      stolen and in lieu of or in substitution for which other Notes shall have been
      authenticated and delivered) and not theretofore canceled, or (b) all the Notes
      not theretofore canceled or delivered to the Trustee for cancellation shall
      have
      become due and payable, or are by their terms to become due and payable within
      three (3) years or are to be called for redemption within three years under
      arrangements satisfactory to the Trustee for the giving of notice of redemption,
      and the Company shall deposit with the Trustee, in trust, funds sufficient
      to
      pay at maturity or upon redemption of all of the Notes (other than any Notes
      that shall have been mutilated, destroyed, lost or stolen and in lieu of or
      in
      substitution for which other Notes shall have been authenticated and delivered)
      not theretofore canceled or delivered to the Trustee for cancellation, including
      principal and Interest due or to become due to such date of maturity or
      redemption date, as the case may be, accompanied by a verification report,
      as to
      the sufficiency of the deposited amount, from an independent certified
      accountant or other financial professional satisfactory to the Trustee, and
      if
      the Company shall also pay or cause to be paid all other sums payable hereunder
      by the Company, and in the case of either clause (a) or (b), no Default or
      Event
      of Default with respect to this Indenture or the Notes shall have occurred
      and
      be continuing on the date of such deposit or shall occur as a result of such
      deposit and such deposit shall not result in a breach or violation of, or
      constitute a default under, any other instrument or agreement to which the
      Company is a party or by which it is bound, 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 Noteholders to receive payments of principal of and Interest on
      the
      Notes and the other rights, duties and obligations of Noteholders, 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 Company accompanied by
      an
      Officers’ Certificate and an Opinion of Counsel as required by Section
      15.05 and at
      the cost and expense of the Company, shall execute proper instruments
      acknowledging satisfaction of and discharging this Indenture; the Company,
      however, hereby agrees to reimburse the Trustee for any costs or expenses
      thereafter incurred by the Trustee and to compensate the Trustee for any
      services thereafter rendered by the Trustee in connection with this Indenture
      or
      the Notes. The Trustee shall hold in trust money deposited with it pursuant
      to
      this Article. It shall apply the deposited money through the Paying Agent and
      in
      accordance with this Indenture to the payment of principal of and Interest
      on
      the Notes.




93




Section
      11.02.  Deposited
      Monies to Be Held in Trust by Trustee .




Subject
      to Section
      11.04 ,
      all
      monies deposited with the Trustee pursuant to Section
      11.01 shall be
      held in trust for the sole benefit of the Noteholders, and such monies shall
      be
      applied by the Trustee to the payment, either directly or through any paying
      agent (including the Company if acting as its own paying agent), to the holders
      of the particular Notes for the payment or redemption 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.




Section
      11.03.  Paying
      Agent to Repay Monies Held .




Upon
      the
      satisfaction and discharge of this Indenture, all monies then held by any paying
      agent of the Notes (other than the Trustee) shall, upon written request of
      the
      Company, be repaid to it or paid to the Trustee, and thereupon such paying
      agent
      shall be released from all further liability with respect to such
      monies.




94




Section
      11.04.  Return
      of Unclaimed Monies .




Subject
      to the requirements of applicable law, any monies deposited with or paid to
      the
      Trustee for payment of the principal or Interest on Notes and not applied but
      remaining unclaimed by the holders of Notes for two (2) years (or such shorter
      period of time under applicable escheat law) after the date upon which the
      principal of or Interest on such Notes, as the case may be, shall have become
      due and payable, shall be repaid to the Company by the Trustee on demand and
      all
      liability of the Trustee shall thereupon cease with respect to such monies;
      and
      the holder of any of the Notes shall thereafter look only to the Company for
      any
      payment that such holder may be entitled to collect unless an applicable
      abandoned property law designates another Person.




Section
      11.05.  Reinstatement .




If
      the
      Trustee or the paying agent is unable to apply any money in accordance with Section
      11.02 by
      reason of any order or judgment of any court or governmental authority
      enjoining, restraining or otherwise prohibiting such application, the Company’s
      obligations under this Indenture and the Notes shall be revived and reinstated
      as though no deposit had occurred pursuant to Section
      11.01 until
      such time as the Trustee or the paying agent is permitted to apply all such
      money in accordance with Section
      11.02 ; *provided* that, if
      the Company makes any payment of Interest on or principal of any Note following
      the reinstatement of its obligations, the Company shall be subrogated to the
      rights of the holders of such Notes to receive such payment from the money
      held
      by the Trustee or paying agent.




ARTICLE
      12




THE
      NOTEHOLDERS




Section
      12.01.  Action
      by Noteholders .




Whenever
      in this Indenture it is provided that the holders of a specified percentage
      in
      aggregate principal amount of the Notes may take any action (including the
      making of any demand or request, the giving of any notice, consent or waiver
      or
      the taking of any other action), the fact that, at the time of taking any such
      action, the holders of such specified percentage have joined therein may be
      evidenced (a) by any instrument or any number of instruments of similar tenor
      executed by Noteholders in person or by agent or proxy appointed in writing,
      or
      (b) by the record of the holders of Notes voting in favor thereof at any meeting
      of Noteholders duly called and held in accordance with the provisions of Article
      13 ,
      or (c)
      by a combination of such instrument or instruments and any such record of such
      a
      meeting of Noteholders. Whenever the Company or the Trustee solicits the taking
      of any action by the Noteholders, the Company or the Trustee may fix in advance
      of such solicitation a date as the record date for determining holders entitled
      to take such action. The record date shall be not more than fifteen (15) days
      prior to the date of commencement of solicitation of such action.




Section
      12.02.  Proof
      of Execution by Noteholders .




Subject
      to the provisions of Sections
      7.01 , 7.02 and 13.04 ,
      proof
      of the execution of any instrument by a Noteholder or its agent or proxy shall
      be sufficient if made in accordance with such reasonable rules and regulations
      as may be prescribed by the Trustee or in such manner as shall be satisfactory
      to the Trustee. The holding of Notes shall be proved by the registry of such
      Notes or by a certificate of the Registrar.




95




The
      record of any Noteholders’ meeting shall be proved in the manner provided in Section
      13.05 .




Section
      12.03.  Who
      Are Deemed Absolute Owners .




The
      Company, the Trustee, any paying agent, any conversion agent, any Collateral
      Agent, Common Depositary and any Registrar may deem the Person in whose name
      such Note shall be registered upon the Security Register to be, and may treat
      it
      as, the absolute owner of such Note (whether or not such Note shall be overdue
      and notwithstanding any notation of ownership or other writing thereon made
      by
      any Person other than the Company or any Registrar) for the purpose of receiving
      payment of or on account of the principal of and Interest on such Note, for
      conversion of such Note and for all other purposes; and neither the Company
      nor
      the Trustee nor any paying agent, Collateral Agent, Common Depositary,
      conversion agent nor any Registrar shall be affected by any notice to the
      contrary. All such payments so made to any holder for the time being, or upon
      such holder’s order, shall be valid and, to the extent of the sum or sums so
      paid, effectual to satisfy and discharge the liability for monies payable upon
      any such Note.




Section
      12.04.  Company-owned
      Notes Disregarded .




In
      determining whether the holders of the requisite aggregate principal amount
      of
      the Notes have concurred in any direction, consent, waiver or other action
      under
      this Indenture, Notes which are owned by the Company or any other obligor on
      the
      Notes or any Affiliate of the Company or any other obligor on the Notes shall
      be
      disregarded and deemed not to be outstanding for the purpose of any such
      determination; *provided* that,
      for the purposes of determining whether the Trustee shall be protected in
      relying on any such direction, consent, waiver or other action, only Notes
      which
      a Responsible Officer knows are so owned shall be so disregarded. Notes so
      owned
      which have been pledged in good faith may be regarded as outstanding for the
      purposes of this Section if the pledgee shall establish to the satisfaction
      of
      the Trustee the pledgee’s right to vote such Notes and that the pledgee is not
      the Company, any other obligor on the Notes or any Affiliate of the Company
      or
      any such other obligor. In the case of a dispute as to such right, any decision
      by the Trustee taken upon the advice of counsel shall be full protection to
      the
      Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee
      promptly an Officers’ Certificate listing and identifying all Notes, if any,
      known by the Company to be owned or held by or for the account of any of the
      above-described Persons, and, subject to Section
      7.01 ,
      the
      Trustee shall be entitled to accept such Officers’ Certificate as conclusive
      evidence of the facts therein set forth and of the fact that all Notes not
      listed therein are outstanding for the purpose of any such
      determination.




Section
      12.05.  Revocation
      of Consents; Future Holders Bound


.




At
      any
      time prior to (but not after) the evidencing to the Trustee, as provided in Section
      12.01 ,
      of the
      taking of any action by the holders of the percentage in aggregate principal
      amount of the Notes specified in this Indenture in connection with such action,
      any holder of a Note which is shown by the evidence to be included in the Notes
      the holders of which have consented to such action may, by filing written notice
      with the Trustee at its Corporate Trust Office and upon proof of holding as
      provided in Section
      12.02 ,
      revoke
      such action so far as concerns such Note. Except as aforesaid, any such action
      taken by the holder of any Note shall be conclusive and binding upon such holder
      and upon all future holders and owners of such Note and of any Notes issued
      in
      exchange or substitution therefor, irrespective of whether any notation in
      regard thereto is made upon such Note or any Note issued in exchange or
      substitution therefor.




96




ARTICLE
      13




MEETINGS
      OF NOTEHOLDERS




Section
      13.01.  Purpose
      of Meetings .




A
      meeting
      of Noteholders may be called at any time and from time to time pursuant to
      the
      provisions of this Article for any of the following purposes:




(a)  to
      give
      any notice to the Company or to the Trustee or to give any directions to the
      Trustee permitted under this Indenture, or to consent to the waiving of any
      Default or Event of Default hereunder and its consequences, or to take any
      other
      action authorized to be taken by Noteholders pursuant to any of the provisions
      of Article
      6 ;




(b)  to
      remove
      the Trustee and nominate a successor trustee pursuant to the provisions of Article
      7 ;




(c)  to
      consent to the execution of an indenture or indentures supplemental hereto
      pursuant to the provisions of Section
      8.02 ;
      or




(d)  to
      take
      any other action authorized to be taken by or on behalf of the holders of any
      specified aggregate principal amount of the Notes under any other provision
      of
      this Indenture or under applicable law.




Section
      13.02.  Call
      of Meetings by Company or Noteholders .




In
      case
      at any time the Company, pursuant to a resolution of its Board of Directors,
      or
      the holders of at least twenty-five percent (25%) in aggregate principal amount
      of the Notes then outstanding, shall have requested the Trustee to call a
      meeting of Noteholders, by written request setting forth in reasonable detail
      the action proposed to be taken at the meeting, and the Trustee shall not have
      mailed the notice of such meeting within twenty (20) days after receipt of
      such
      request, then the Company or such Noteholders may determine the time and the
      place for such meeting and may call such meeting to take any action authorized
      in Section
      13.01 by
      mailing notice a notice of meeting. Notice of every meeting of the Noteholders,
      setting forth the time and place of such meeting and in general terms the action
      proposed to be taken at such meeting and the establishment of any record date
      pursuant to Section
      12.01 ,
      shall
      be mailed to holders of Notes at their addresses as they shall appear on the
      Security Register. Such notice shall also be mailed to the Company. Such notices
      shall be mailed not less than twenty (20) nor more than ninety (90) days prior
      to the date fixed for the meeting.




Any
      meeting of Noteholders shall be valid without notice if the holders of all
      Notes
      then outstanding are present in person or by proxy or if notice is waived before
      or after the meeting by the holders of all Notes outstanding, and if the Company
      and the Trustee are either present by duly authorized representatives or have,
      before or after the meeting, waived notice.




97




Section
      13.03.  Qualifications
      for Voting .




To
      be
      entitled to vote at any meeting of Noteholders, a person shall (a) be a holder
      of one or more Notes on the record date pertaining to such meeting or (b) be
      a
      person appointed by an instrument in writing as proxy by a holder of one or
      more
      Notes on the record date pertaining to such meeting. The only persons who shall
      be entitled to be present or to speak at any meeting of Noteholders shall be
      the
      persons entitled to vote at such meeting and their counsel and any
      representatives of the Trustee and its counsel and any representatives of the
      Company and its counsel.




Section
      13.04.  Regulations .




Notwithstanding
      any other provisions of this Indenture, the Trustee may make such reasonable
      regulations as it may deem advisable for any meeting of Noteholders, 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 think
      fit.




The
      Company or the Noteholders calling the meeting, as the case may be, shall,
      by an
      instrument in writing, appoint a temporary chairman of the meeting. A permanent
      chairman and a permanent secretary of the meeting shall be elected by vote
      of
      the holders of a majority in principal amount of the Notes represented at the
      meeting and entitled to vote at the meeting.




Subject
      to the provisions of Section
      12.04 ,
      at any
      meeting each Noteholder or proxyholder shall be entitled to one vote for each
      $100,000 principal amount of Notes held or represented by him; *provided* 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 other
      than
      by virtue of Notes held by him or instruments in writing as aforesaid duly
      designating him as the proxy to vote on behalf of other Noteholders. Any meeting
      of Noteholders duly called pursuant to the provisions of Section
      13.02 may be
      adjourned from time to time by the holders of a majority of the aggregate
      principal amount of the Notes represented at the meeting, whether or not
      constituting a majority of the aggregate principal amount of the Notes
      outstanding, the latter of which shall constitute a quorum, and the meeting
      may
      be held as so adjourned without further notice.




Section
      13.05.  Voting .




The
      vote
      upon any resolution submitted to any meeting of the Noteholders shall be by
      written ballot on which shall be subscribed the signatures of the holders of
      Notes or of their representatives by proxy and the outstanding principal amount
      of the 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 in duplicate of the proceedings of each
      meeting of the Noteholders 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 mailed as provided in Section
      13.02 .
      The
      record shall show the principal amount of the Notes voting in favor of or
      against any resolution. The record shall be signed and verified by the
      affidavits of the permanent chairman and secretary of the meeting and one of
      the
      duplicates shall be delivered to the Company and the other to the Trustee to
      be
      preserved by the Trustee, the latter to have attached thereto the ballots voted
      at the meeting.




98




Any
      record so signed and verified shall be conclusive evidence of the matters
      therein stated.




Section
      13.06.  No
      Delay of Rights by Meeting .




Nothing
      contained in this Article shall be deemed or construed to authorize or permit,
      by reason of any call of a meeting of the Noteholders or any rights expressly
      or
      impliedly conferred hereunder to make such call, any hindrance or delay in
      the
      exercise of any right or rights conferred upon or reserved to the Trustee or
      to
      the Noteholders under any of the provisions of this Indenture or of the
      Notes.




ARTICLE
      14




CONVERSION
      OF NOTES




Section
      14.01.  Right
      to Convert .




(a)  Subject
      to and upon compliance with the provisions of this Indenture, the holder of
      any
      Note shall have the right, at such holder’s option at any time prior to the
      close of business on the date of maturity of the Notes, to convert the principal
      amount of the Note, or any portion of such principal amount which is a multiple
      of $100,000, into fully paid and non-assessable shares of Common Stock (as
      such
      shares shall then be constituted) at the Conversion Rate in effect at such
      time,
      by surrender of the Note so to be converted in whole or in part, together with
      any required funds, under the circumstances described in this Section and in
      the
      manner provided in Section
      14.02 .




(b)  A
      Note in
      respect of which a holder is electing to exercise its option to require the
      Company to purchase such holder’s Notes upon an Asset Sale Offer, Change of
      Control Offer or Termination of Trading Offer pursuant to Section
      3.02  may
      be
      converted only if such holder withdraws its election in accordance with Section
      3.02 .
      A
      holder of Notes is not entitled to any rights of a holder of Common Stock until
      such holder has converted his Notes to Common Stock, and only to the extent
      such
      Notes are deemed to have been converted to Common Stock under this
      Article.




(c)  Notwithstanding
      anything herein to the contrary, if the Company has not obtained Shareholder
      Approval, then the Company may not issue, upon conversion of the Notes, a number
      of shares of Common Stock which, when aggregated with any shares of Common
      Stock
      issued upon conversion of any Note on or after the Issue Date and prior to
      such
      Conversion Date, would exceed 4,692,234 shares of Common Stock (subject to
      adjustment for forward and reverse stock splits, recapitalizations and the
      like)
      (such number of shares, the “ **Issuable
      Maximum** ”).
      Where, on any Conversion Date, the number of shares of Common Stock otherwise
      issuable as a result of the exercise of conversion rights by holders of Notes
      exceeds the Issuable Maximum, such holders shall have a pro rata entitlement,
      calculated on the basis of the aggregate principal amount of Notes to be
      converted by such holders on such Conversion Date, to exercise their conversion
      rights up to the Issuable Maximum.




99




Section
      14.02.  Exercise
      of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment
      for
      Interest or Dividends .




In
      order
      to exercise the conversion right with respect to any Note in certificated form,
      the Company must receive at the office or agency of the Company maintained
      for
      that purpose 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. Such notice shall also state the name or names (with address or
      addresses) in which the certificate or certificates for shares of Common Stock
      which shall be issuable on such conversion shall be issued, and shall be
      accompanied by transfer or similar taxes, if required pursuant to Section
      14.07 .




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 Common 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 Company or the Trustee or conversion agent, and
      pay
      the funds, if any, required by this Section and any transfer taxes if required
      pursuant to Section
      14.07 .




As
      promptly as practicable after satisfaction of the requirements for conversion
      set forth above, 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
      Noteholder (as if such transfer were a transfer of the Note or Notes (or portion
      thereof) so converted), the Company shall issue and shall deliver to such
      Noteholder at the office or agency maintained by the Company for such purpose
      pursuant to Section
      4.02 a
      certificate or certificates for the number of full shares of Common Stock
      issuable upon the conversion of such Note or portion thereof as determined
      by
      the Company in accordance with the provisions of this Article and a check or
      cash in respect of any fractional interest in respect of a share of Common
      Stock
      arising upon such conversion, calculated by the Company as provided in Section
      14.03 .
      In case
      any Note of a denomination greater than $100,000 shall be surrendered for
      partial conversion, and subject to Section
      2.03 ,
      the
      Company shall execute and the Trustee shall authenticate and deliver to the
      holder of the Note so surrendered, without charge to such 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 (the “ **Conversion
      Date** ”)
      on
      which the requirements set forth above in this Section have been satisfied
      as to
      such Note (or portion thereof), and the Person whose name is entered in the
      Company's register of members for Common Stock upon such conversion shall be
      deemed to have become on said date the holder of record of the shares set out
      against his name in such register; provided that any surrender on any date
      when
      the stock transfer books of the Company shall be closed shall constitute such
      Person the record holder for all purposes at such time as his name is entered
      on
      the register after the books are open again, but such conversion shall be at
      the
      Conversion Rate in effect on the date upon which such Note shall be
      surrendered.




100




Any
      Note
      or portion thereof surrendered for conversion during the period from the close
      of business on the record date for any Interest Payment Date to the close of
      business on the Business Day preceding such Interest Payment Date shall be
      accompanied by payment, in immediately available funds or other funds acceptable
      to the Company, of an amount equal to the Interest otherwise payable on such
      Interest Payment Date on the principal amount being converted; *provided* that no
      such payment need be made (1) if the Company has specified a Purchase Date
      that
      is after a record date and on or prior to the next Interest Payment Date or
      (2)
      to the extent of any overdue Interest, if any overdue Interest exists at the
      time of conversion with respect to such Note. Except as provided above in this
      Section, no payment or other adjustment shall be made for Interest accrued
      on
      any Note converted or for dividends on any shares issued upon the conversion
      of
      such Note as provided in this Article.




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




Upon
      the
      conversion of a Note, that portion of the accrued but unpaid
      Interest ,
      including accrued Additional Interest, if any, to
      the
      Conversion Date, with respect to the converted Note shall not be canceled,
      extinguished or forfeited, but rather shall be deemed to be paid in full to
      the
      holder thereof through delivery of the Common Stock (together with the cash
      payment, if any in lieu of fractional shares) in exchange for the Note being
      converted pursuant to the provisions hereof, and the Fair Market Value of such
      shares of Common Stock (together with any such cash payment in lieu of
      fractional shares) shall be treated as issued, to the extent thereof, first
      in
      exchange for and in satisfaction of the Company’s obligation to pay the
      principal amount of the converted Note, the accrued but unpaid
      Interest ,
      including accrued Additional Interest, if any, through
      the Conversion Date and the balance, if any, of such Fair Market Value of such
      Common Stock (and any such cash payment) shall be treated as issued in exchange
      for and in satisfaction of the right to convert the Note being converted
      pursuant to the provisions hereof.




Section
      14.03.  Cash
      Payments in Lieu of Fractional Shares .




No
      fractional shares of Common Stock or scrip certificates representing fractional
      shares shall be issued upon conversion of Notes. If more than one Note shall
      be
      surrendered for conversion at one time by the same holder, the number of full
      shares that shall be issuable upon conversion shall be computed on the basis
      of
      the aggregate principal amount of the Notes (or specified portions thereof
      to
      the extent permitted hereby) so surrendered. If any fractional share of stock
      would be issuable upon the conversion of any Note or Notes, the Company shall
      make an adjustment and payment therefor in cash at the Closing Sale Price on
      the
      last Trading Day immediately preceding the Conversion Date thereof to the holder
      of Notes.




101




Section
      14.04.  Conversion
      Rate .




Each
      $100,000 principal amount of the Notes shall be initially convertible into
      8,695
      shares of Common Stock at the initial Conversion Price of $11.50 per share,
      as
      specified in the form of Note (herein called the “ **Conversion
      Rate** ”)
      attached as Exhibit
      A hereto,
      subject to adjustment as provided in this Article.




Section
      14.05.  Adjustment
      of Conversion Rate .




The
      Conversion Rate shall be adjusted from time to time by the Company as
      follows:




(a)  In
      case
      the Company shall hereafter pay a dividend or make a distribution to all holders
      of the outstanding Common Stock in shares of Common Stock, the Conversion Rate
      shall be increased so that the same shall equal the rate determined by
      multiplying the Conversion Rate 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 by a fraction,




(i)  the
      numerator of which shall be the sum of the number of shares of Common Stock
      outstanding at the close of business on the date fixed for the determination
      of
      shareholders entitled to receive such dividend or other distribution plus the
      total number of shares of Common Stock constituting such dividend or other
      distribution; and




(ii)  the
      denominator of which shall be the number of shares of Common Stock outstanding
      at the close of business on the date fixed for such determination,




such
      increase to become effective immediately after the opening of business on the
      day following the date fixed for such determination. For the purpose of this
      paragraph (a), the number of shares of Common Stock at any time outstanding
      shall not include shares held in the treasury of the Company. The Company will
      not pay any dividend or make any distribution on shares of Common Stock held
      in
      the treasury of the Company. If any dividend or distribution of the type
      described in this Section
      14.05(a) is
      declared but not so paid or made, the Conversion Rate shall again be adjusted
      to
      the Conversion Rate that would then be in effect if such dividend or
      distribution had not been declared.




(b)  In
      case
      the Company shall issue rights or warrants to all holders of its outstanding
      shares of Common Stock entitling them (for a period expiring within forty-five
      (45) days after the date fixed for determination of shareholders entitled to
      receive such rights or warrants) to subscribe for or purchase shares of Common
      Stock at a price per share less than the Current Market Price immediately
      preceding the date such distribution is first publicly announced by the Company,
      the Conversion Rate shall be increased so that the same shall equal the rate
      determined by multiplying the Conversion Rate in effect immediately prior to
      the
      date fixed for determination of shareholders entitled to receive such rights
      or
      warrants by a fraction,




(i)  the
      numerator of which shall be the number of shares of Common Stock outstanding
      on
      the date fixed for determination of shareholders entitled to receive such rights
      or warrants plus the total number of additional shares of Common Stock offered
      for subscription or purchase, and




102




(ii)  the
      denominator of which shall be the sum of the number of shares of Common Stock
      outstanding at the close of business on the date fixed for determination of
      shareholders entitled to receive such rights or warrants plus the number of
      shares that the aggregate offering price of the total number of shares so
      offered would purchase at a price equal to the Current Market Price immediately
      preceding the date such distribution is first publicly announced by the
      Company,




such
      adjustment shall be successively made whenever any such rights or warrants
      are
      issued, and shall become effective immediately after the opening of business
      on
      the day following the date fixed for determination of shareholders entitled
      to
      receive such rights or warrants. To the extent that shares of Common Stock
      are
      not delivered after the expiration of such rights or warrants, the Conversion
      Rate shall be readjusted to the Conversion Rate that would then be in effect
      had
      the adjustments made upon the issuance of such rights or warrants been made
      on
      the basis of delivery of only the number of shares of Common Stock actually
      delivered. If such rights or warrants are not so issued, the Conversion Rate
      shall again be adjusted to be the Conversion Rate that 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 shares of Common
      Stock
      at a price less than the Current Market Price immediately preceding the date
      such distribution is first publicly announced by the Company, and in determining
      the aggregate offering price of such shares of Common Stock, there shall be
      taken into account any consideration received by the Company for such rights
      or
      warrants and any amount payable on exercise or conversion thereof, the value
      of
      such consideration, if other than cash, to be determined by the Board of
      Directors.




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




(d)  In
      case
      the Company shall, by dividend or otherwise, distribute to all holders of Common
      Stock shares of any class of capital stock of the Company or evidences of its
      indebtedness or assets (including securities, but excluding any rights or
      warrants referred to in Section
      14.05(b) ,
      and
      excluding any dividend or distribution (x) paid exclusively in cash or (y)
      referred to in Section
      14.05(a) (any of
      the foregoing hereinafter in this Section
      14.05(d) called
      the “ **Securities** ”)),
      then, in each such case (unless the Company elects to reserve such Securities
      for distribution to the Noteholders upon the conversion of the Notes so that
      any
      such holder converting Notes will receive upon such conversion, in addition
      to
      the shares of Common Stock to which such holder is entitled, the amount and
      kind
      of such Securities which such holder would have received if such holder had
      converted its Notes into Common Stock immediately prior to the Record Date
      for
      such distribution of the Securities) the Conversion Rate shall be increased
      so
      that the same shall be equal to the rate determined by multiplying the
      Conversion Rate in effect on the Record Date with respect to such distribution
      by a fraction,




103




(i)  the
      numerator of which shall be the Current Market Price on such Record Date;
      and




(ii)  the
      denominator of which shall be the Current Market Price on such Record Date
      less
      the Fair Market Value (as determined by the Board of Directors, whose
      determination shall be conclusive, and described in a resolution of the Board
      of
      Directors) on the Record Date of the portion of the Securities so distributed
      applicable to one share of Common Stock,




such
      adjustment to become effective immediately prior to the opening of business
      on
      the day following such Record Date; *provided* that, if
      the then Fair Market Value (as so determined) of the portion of the Securities
      so distributed applicable to one share of Common Stock is equal to or greater
      than the Current Market Price on the Record Date, in lieu of the foregoing
      adjustment, adequate provision shall be made so that each Noteholder shall
      have
      the right to receive upon conversion the amount of Securities such holder would
      have received had such holder converted each Note on the Record Date. If such
      dividend or distribution is not so paid or made, the Conversion Rate shall
      again
      be adjusted to be the Conversion Rate that would then be in effect if such
      dividend or distribution had not been declared. If the Board of Directors
      determines the Fair Market Value of any distribution for purposes of this Section
      14.05(d) by
      reference to the actual or when issued trading market for any securities, it
      must in doing so consider the prices in such market over the same period used
      in
      computing the Current Market Price on the applicable Record Date.
      Notwithstanding the foregoing, if the Securities distributed by the Company
      to
      all holders of its Common Stock consist of capital stock of, or similar equity
      interests in, a Subsidiary or other business unit, the Conversion Rate shall
      be
      increased so that the same shall be equal to the rate determined by multiplying
      the Conversion Rate in effect on the Record Date with respect to such
      distribution by a fraction,




(i)  the
      numerator of which shall be the sum of (A) the average of the Closing Sale
      Prices of the Common Stock for the ten (10) Trading Days commencing on and
      including the fifth Trading Day after the Ex-Dividend Time plus (B) the Fair
      Market Value of the securities distributed in respect of each share of Common
      Stock for which this Section
      14.05(d) applies,
      which shall equal the number of Securities distributed in respect of each share
      of Common Stock multiplied by the average of the closing sale prices of those
      Securities distributed (where such closing sale prices are available) for the
      ten (10) Trading Days commencing on and including the fifth Trading Day after
      the Ex-Dividend Time; and




104




(ii)  the
      denominator of which shall be the average of the Closing Sale Prices of the
      Common Stock for the ten (10) Trading Days commencing on and including the
      fifth
      Trading Day after the Ex-Dividend Time,




such
      adjustment to become effective immediately prior to the opening of business
      on
      the day following such Record Date; *provided* that the
      Company may in lieu of the foregoing adjustment make adequate provision so
      that
      each Noteholder shall have the right to receive upon conversion the amount
      of
      Securities such holder would have received had such holder converted each Note
      on the Record Date with respect to such distribution.




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




No
      adjustment of the Conversion Rate shall be made pursuant to this Section
      14.05(d) in
      respect of rights or warrants distributed or deemed distributed on any Trigger
      Event to the extent that such rights or warrants are actually distributed,
      or
      reserved by the Company for distribution to holders of Notes upon conversion
      by
      such holders of Notes to Common Stock.




105




For
      purposes of this Section
      14.05(d) and Sections
      14.05(a) and 14.05(b) ,
      any
      dividend or distribution to which this Section
      14.05(d) is
      applicable that also includes shares of Common Stock, or rights or warrants
      to
      subscribe for or purchase shares of Common Stock (or both), shall be deemed
      instead to be (1) a dividend or distribution of the evidences of indebtedness,
      assets or shares of capital stock other than such shares of Common Stock or
      rights or warrants (and any Conversion Rate adjustment required by this Section
      14.05(d) with
      respect to such dividend or distribution shall then be made) immediately
      followed by (2) a dividend or distribution of such shares of Common Stock or
      such rights or warrants (and any further Conversion Rate adjustment required
      by Sections
      14.05(a) and 14.05(b) 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 “the date
      fixed for the determination of shareholders entitled to receive such dividend
      or
      other distribution”, “the date fixed for the determination of shareholders
      entitled to receive such rights or warrants” and “the date fixed for such
      determination” within the meaning of Sections
      14.05(a) and 14.05(b) and (B)
      any shares of Common Stock 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
      14.05(a) .




(e)  In
      case
      the Company shall, by dividend or otherwise, distribute to all holders of its
      Common Stock cash (excluding any dividend or distribution in connection with
      the
      liquidation, dissolution or winding up of the Company, whether voluntary or
      involuntary), then, in such case, the Conversion Rate shall be increased so
      that
      the same shall equal the rate determined by multiplying the Conversion Rate
      in
      effect immediately prior to the close of business on such Record Date by a
      fraction,




(i)  the
      numerator of which shall be the Current Market Price on such Record Date;
      and




(ii)  the
      denominator of which shall be the Current Market Price on such Record Date
      less
      the amount of cash so distributed applicable to one share of Common
      Stock,




such
      adjustment to be effective immediately prior to the opening of business on
      the
      day following the Record Date; *provided* that if
      the portion of the cash so distributed applicable to one share of Common Stock
      is equal to or greater than the Current Market Price on the Record Date, in
      lieu
      of the foregoing adjustment, adequate provision shall be made so that each
      Noteholder shall have the right to receive upon conversion the amount of cash
      such holder would have received had such holder converted each Note on the
      Record Date. If such dividend or distribution is not so paid or made, the
      Conversion Rate shall again be adjusted to be the Conversion Rate that 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 Subsidiary for all or any
      portion of the Common Stock shall expire and such tender or exchange offer
      (as
      amended upon the expiration thereof) shall require the payment to shareholders
      of consideration per share of Common Stock having a Fair Market Value (as
      determined by the Board of Directors, whose determination shall be conclusive
      and described in a resolution of the Board of Directors) that as of the last
      time (the “ **Expiration
      Time** ”)
      tenders or exchanges may be made pursuant to such tender or exchange offer
      (as
      it may be amended) exceeds the Closing Sale Price of a share of Common Stock
      on
      the Trading Day next succeeding the Expiration Time, the Conversion Rate shall
      be increased so that the same shall equal the rate determined by multiplying
      the
      Conversion Rate in effect immediately prior to the Expiration Time by a
      fraction,




106




(i)  the
      numerator of which shall be the sum of (x) the Fair Market Value (determined
      as
      aforesaid) 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 shares of Common Stock outstanding (less any
      Purchased Shares) at the Expiration Time and the Closing Sale Price of a share
      of Common Stock on the Trading Day next succeeding the Expiration Time,
      and




(ii)  the
      denominator of which shall be the number of shares of Common Stock outstanding
      (including any tendered or exchanged shares) at the Expiration Time multiplied
      by the Closing Sale Price of a share of Common Stock on the Trading Day next
      succeeding the Expiration Time,




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




(g)  On
      June
      30 and December 31 of each year, beginning with September 30, 2008, the
      Conversion Rate shall be adjusted to equal the quotient obtained by dividing
      (i)
      $100,000 by (ii) the Trading Reference VWAP; *provided* that no
      such adjustment shall be made if the number of shares issuable upon conversion
      of the Notes at such adjusted Conversion Rate would be lower than the number
      of
      shares issuable at then existing Conversion Rate (after giving effect to prior
      adjustments permitted pursuant to this clause).




(h)  If
      at any
      time after the Issue Date the Company shall issue or sell its Common Stock
      at a
      price per share less than the Current Market Price then in effect (and in the
      case of subclauses (ii) or (iii) below, issue or sell Common Stock or
      any
      other securities exercisable into shares of Common Stock, whose stock
      compensation expense per share, as determined in accordance with GAAP, is less
      than the Current Market Price then in effect) ,
      the
      Conversion Rate shall be increased such that the Conversion Price is equal
      to
      the lowest price or stock compensation expense per share at which the Company
      has issued or sold its Common Stock after the Issue Date such adjustment to
      take
      effect as of the date of the issuance or sale of such Common Stock; *provided* , *however* , that
      no
      adjustment shall be made to the Conversion Price for (i) the issuance of Common
      Stock pursuant to the conversion or exercise of convertible or exercisable
      securities issued or outstanding on or prior to the Issue Date or the Notes,
      (ii) the issuance of Common Stock or any other securities exercisable into
      shares of Common Stock pursuant to exercise of stock options granted or reserved
      under the Company's employee stock options existing on the Issue Date or adopted
      thereafter, or (iii) the issuance, after the Issue Date, of Common Stock or
      any
      other securities exercisable into shares of Common Stock issued or granted
      to
      third-party consultants or employees of the Company and its subsidiaries under
      the Company's employee stock options or pursuant to written contractual
      arrangements relating to the compensation for the services rendered to the
      Company or its subsidiaries by such consultants or employees, to the extent
      that
      all such shares or securities issued under subclauses (ii) or (iii) in this
      paragraph ,
      in the
      aggregate, on a cumulative basis and without double counting, do not exceed
      five
      percent (5%) of the Common Stock of the Company issued and outstanding
      immediately prior to such issuance.




107




(i)  If
      and at
      each time, upon completion of the annual audit of the Company’s financial
      statements a Financial and Operational Trigger shall have occurred in the
      immediately preceding fiscal year, then within five (5) Business Days following
      issuance of the audit report for such
      fiscal year, the Conversion Rate per
      Note
      shall be adjusted ( such
      adjustment to take effect as of the date of its determination ) to
      equal:




Conversion
      Rate then in effect +
      [(A x
      B) / C],





where





A
                =
            the
                total number of shares of Common Stock issued and outstanding on
                a
                fully-diluted basis at the date of determination of such
                adjustment;





B
      =  3.0%
      expressed as a decimal; and





C
                =
            the
                aggregate principal amount of the Notes issued on their respective
                issue
                dates divided by the principal amount of a
                Note.





For
      the
      avoidance of doubt, the adjustments contemplated by this Section
      14.05(i) (x )
      shall
      be made upon the occurrence of each Financial and Operational Trigger,
      irrespective of the number of adjustments made prior thereto pursuant to this Section
      14.05(i), and (y) shall not be subject to any ceiling or floor, including the
      Conversion Rate and the Conversion Price, respectively.




(j)  For
      purposes of this Section
      14.05 ,
      the
      following terms shall have the meaning indicated:




(i)  “ **Current
      Market Price** ”
shall
      mean the average of the daily Closing Sale Prices per share of Common Stock
      for
      the ten (10) consecutive Trading Days ending on the earlier of the Trading
      Day
      immediately preceding the relevant date and the day before the “ex” date with
      respect to the closing of the issuance, distribution, subdivision or combination
      requiring such computation. For purpose of this paragraph, the term “ex” date,
      (1) when used with respect to any issuance or distribution, means the first
      date
      on which the Common Stock trades, regular way, on the relevant exchange or
      in
      the relevant market from which the Closing Sale Price was obtained without
      the
      right to receive such issuance or distribution, and (2) when used with respect
      to any subdivision or combination of shares of Common Stock, means the first
      date on which the Common Stock trades, regular way, on such exchange or in
      such
      market after the time at which such subdivision or combination becomes
      effective.




108




If
      another issuance, distribution, subdivision or combination to which Section
      14.05 applies
      occurs during the period applicable for calculating “Current Market Price”
pursuant to the definition in the preceding paragraph, “Current Market Price”
shall be calculated for such period in a manner determined by the Board of
      Directors to reflect the impact of such issuance, distribution, subdivision
      or
      combination on the Closing Sale Price of the Common Stock during such
      period.




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




(k)  The
      Company may make such increases in the Conversion Rate, in addition to those
      required by Section
      14.05(a) through (i) as the
      Board of Directors considers to be advisable to avoid or diminish any income
      tax
      to holders of Common Stock or rights to purchase Common Stock 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 and Nasdaq Marketplace rules, the Company
      from time to time may increase the Conversion Rate by any amount for any period
      of time if the period is at least twenty (20) Business Days, the increase is
      irrevocable during the period and the Board of Directors shall have made a
      determination that such increase would be in the best interests of the Company,
      which determination shall be conclusive. Whenever the Conversion Rate is
      increased pursuant to the preceding sentence, the Company shall mail to holders
      of record of the Notes a notice of the increase at least fifteen (15) days
      prior
      to the date the increased Conversion Rate takes effect, and such notice shall
      state the increased Conversion Rate and the period during which it will be
      in
      effect.




(l)  No
      adjustment in the Conversion Rate shall be required unless such adjustment
      would
      require an increase or decrease of at least one percent (1%) in such rate; *provided* that any
      adjustments that by reason of this Section
      14.05(l) are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment. All calculations under this Article shall be made by
      the
      Company and shall be made to the nearest cent or to the nearest one-ten
      thousandth (1/10,000) of a share, as the case may be. No adjustment need be
      made
      for rights to purchase Common Stock pursuant to a Company plan for reinvestment
      of dividends or interest or for any issuance of Common Stock or convertible
      or
      exchangeable securities or rights to purchase Common Stock or convertible or
      exchangeable securities. To the extent the Notes become convertible into cash,
      assets, property or securities (other than capital stock of the Company), no
      adjustment need be made thereafter as to the cash, assets, property or such
      securities. Interest will not accrue on any cash into which the Notes are
      convertible.




109




(m)  Whenever
      the Conversion Rate is adjusted as herein provided, the Company shall promptly
      file with the Trustee and any conversion agent other than the Trustee an
      Officers’ Certificate setting forth the Conversion Rate after such adjustment
      and setting forth a brief statement of the facts requiring such adjustment.
      Unless and until a Responsible Officer of the Trustee shall have received such
      Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any
      adjustment of the Conversion Rate and may assume that the last Conversion Rate
      of which it has knowledge is still in effect. Promptly after delivery of such
      certificate, the Company shall prepare a notice of such adjustment of the
      Conversion Rate setting forth the adjusted Conversion Rate and the date on
      which
      each adjustment becomes effective and shall mail such notice of such adjustment
      of the Conversion Rate to the holder of each Note at his last address appearing
      on the Security Register provided for in Section
      4.02 of this
      Indenture, within twenty (20) days after execution thereof. Failure to deliver
      such notice shall not affect the legality or validity of any such
      adjustment.




(n)  In
      any
      case in which this Section provides that an adjustment shall become effective
      immediately after (1) a record date or Record Date for an event, (2) the date
      fixed for the determination of shareholders entitled to receive a dividend
      or
      distribution pursuant to Section
      14.05(a) ,
      (3) a
      date fixed for the determination of shareholders entitled to receive rights
      or
      warrants pursuant to Section
      14.05(b) ,
      or (4)
      the Expiration Time for any tender or exchange offer pursuant to Section
      14.05(f) ,
      (each a
“ **Determination
      Date** ”),
      the
      Company may elect to defer until the occurrence of the applicable Adjustment
      Event (as hereinafter defined) (x) issuing to the holder of any Note converted
      after such Determination Date and before the occurrence of such Adjustment
      Event, the additional shares of Common Stock or other securities issuable upon
      such conversion by reason of the adjustment required by such Adjustment Event
      over and above the Common Stock issuable upon such conversion before giving
      effect to such adjustment and (y) paying to such holder any amount in cash
      in
      lieu of any fraction pursuant to Section
      14.03 .
      For
      purposes of this Section
      14.05(n) ,
      the
      term “ **Adjustment
      Event** ”
shall
      mean:




(i)  in
      any
      case referred to in clause (1) hereof, the occurrence of such
      event,




(ii)  in
      any
      case referred to in clause (2) hereof, the date any such dividend or
      distribution is paid or made,




(iii)  in
      any
      case referred to in clause (3) hereof, the date of expiration of such rights
      or
      warrants, and




110




(iv)  in
      any
      case referred to in clause (4) hereof, the date a sale or exchange of Common
      Stock pursuant to such tender or exchange offer is consummated and becomes
      irrevocable.




(o)  For
      purposes of this Section, the number of shares of Common Stock at any time
      outstanding shall not include shares held in the treasury of the Company but
      shall include shares issuable in respect of scrip certificates issued in lieu
      of
      fractions of shares of Common Stock. The Company will not pay any dividend
      or
      make any distribution on shares of Common Stock held in the treasury of the
      Company.




Section
      14.06.  Effect
      of Reclassification, Consolidation, Merger or Sale .




If
      any of
      the following events occur, namely (i) any reclassification or change of the
      outstanding shares of Common Stock (other than (x) a subdivision or combination
      to which Section
      14.05(c) applies)
      as a result of which holders of Common Stock shall be entitled to receive stock,
      other securities or other property or assets (including cash) with respect
      to or
      in exchange for such Common Stock, (ii) any consolidation, merger or combination
      of the Company with another Person as a result of which holders of Common Stock
      shall be entitled to receive stock, other securities or other property or assets
      (including cash) with respect to or in exchange for such Common Stock, 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 Stock
      shall be entitled to receive stock, other securities or other property or assets
      (including cash) with respect to or in exchange for such Common Stock, then
      the
      Company or the successor or purchasing Person, as the case may be, shall execute
      with the Trustee a supplemental indenture (in form satisfactory to the Trustee)
      providing that each Note shall be convertible into the kind and amount of shares
      of stock, other securities or other property or assets (including cash)
      receivable upon such reclassification, change, consolidation, merger,
      combination, sale or conveyance by a holder of a number of shares of Common
      Stock issuable upon conversion of such Notes (assuming, for such purposes,
      a
      sufficient number of authorized shares of Common Stock are available to convert
      all such Notes) immediately prior to such reclassification, change,
      consolidation, merger, combination, sale or conveyance assuming such holder
      of
      Common Stock did not exercise such holder’s rights of election, if any, as to
      the kind or amount of stock, other securities or other property or assets
      (including cash) receivable upon such reclassification, change, consolidation,
      merger, combination, sale or conveyance ( *provided* that, if
      the kind or amount of stock, other securities or other property or assets
      (including cash) receivable upon such reclassification, change, consolidation,
      merger, combination, sale or conveyance is not the same for each share of Common
      Stock in respect of which such rights of election shall not have been exercised
      (“ **Non-electing
      share** ”),
      then
      for the purposes of this Section the kind and amount of stock, other securities
      or other property or assets (including cash) receivable upon such
      reclassification, change, consolidation, merger, combination, 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). 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.




The
      Company shall cause notice of the execution of such supplemental indenture
      to be
      mailed to each holder of Notes, at its address appearing on the Security
      Register provided for in Section
      4.02 of this
      Indenture, within twenty (20) days after execution thereof. Failure to deliver
      such notice shall not affect the legality or validity of such supplemental
      indenture.




111




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




If
      this
      Section applies to any event or occurrence, Section
      14.05 shall
      not apply.




Section
      14.07.  Taxes
      on Shares Issued .




The
      issue
      of stock certificates on conversions of Notes shall be made without charge
      to
      the converting Noteholder for any documentary, stamp or similar issue or
      transfer tax in respect of the issue thereof. The Company shall not, however,
      be
      required to pay any such tax which may be payable in respect of any transfer
      involved in the issue and delivery of stock in any name other than that of
      the
      holder of any Note converted, and the Company shall not be required to issue
      or
      deliver any such stock certificate unless and until the Person or Persons
      requesting the issue thereof shall have paid to the Company the amount of such
      tax or shall have established to the satisfaction of the Company that such
      tax
      has been paid.




Section
      14.08.  Reservation
      of Shares; Shares to Be Fully Paid; Compliance with Governmental Requirements;
      Listing of Common Stock .




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




Before
      taking any action which would cause an adjustment increasing the Conversion
      Rate
      to an amount that would cause the Conversion Price to be reduced below the
      then
      par value, if any, of the shares of Common Stock issuable upon conversion of
      the
      Notes, the Company will take all corporate action which may, in the opinion
      of
      its counsel, be necessary in order that the Company may validly and legally
      issue shares of such Common Stock at such adjusted Conversion Rate.




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




The
      Company covenants that, if any shares of Common Stock to be provided for the
      purpose of conversion of Notes hereunder require registration with or approval
      of any governmental authority under any federal or state law or the laws of
      any
      other applicable jurisdiction before such shares may be validly issued upon
      conversion, the Company will in good faith and as expeditiously as possible,
      to
      the extent then permitted by the rules and interpretations of the Commission
      (or
      any successor thereto), endeavor to secure such registration or approval, as
      the
      case may be.




Section
      14.09.  Responsibility
      of Trustee .




The
      Trustee and any other conversion agent shall not at any time be under any duty
      or responsibility to any Noteholder to determine the Conversion Rate or whether
      any facts exist which may require any adjustment of the Conversion Rate, or
      with
      respect to the nature or extent or calculation of any such adjustment when
      made,
      or with respect to the method employed, or herein or in any supplemental
      indenture provided to be employed, in making the same. The Trustee and any
      other
      conversion agent shall not be accountable with respect to the validity or value
      (or the kind or amount) of any shares of Common Stock, or of any securities
      or
      property, which may at any time be issued or delivered upon the conversion
      of
      any Note; and the Trustee and any other conversion agent make no representations
      with respect thereto. Neither the Trustee nor any conversion agent shall be
      responsible for any failure of the Company to issue, transfer or deliver any
      shares of Common Stock or stock certificates or other securities or property
      or
      cash upon the surrender of any Note for the purpose of conversion or to comply
      with any of the duties, responsibilities or covenants of the Company contained
      in this Article. Without limiting the generality of the foregoing, neither
      the
      Trustee nor any conversion agent shall be under any responsibility to determine
      the correctness of any provisions contained in any supplemental indenture
      entered into pursuant to Section
      14.06 relating
      either to the kind or amount of shares of stock or securities or property
      (including cash) receivable by Noteholders upon the conversion of their Notes
      after any event referred to in such Section
      14.06 or to
      any adjustment to be made with respect thereto, but, subject to the provisions
      of Section
      7.01 ,
      may
      accept as conclusive evidence of the correctness of any such provisions, and
      shall be protected in relying upon, the Officers’ Certificate (which the Company
      shall be obligated to file with the Trustee prior to the execution of any such
      supplemental indenture) with respect thereto.




112




Section
      14.10.  Notice
      to Holders Prior to Certain Actions .




In
      case:




(a)  the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock
      that would require an adjustment in the Conversion Rate pursuant to Section
      14.05 ;
      or




(b)  the
      Company shall authorize the granting to the holders of all or substantially
      all
      of its Common Stock of rights or warrants to subscribe for or purchase any
      share
      of any class or any other rights or warrants; or




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




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




the
      Company shall cause to be filed with the Trustee and to be mailed to each
      Noteholder at such holder’s address appearing on the Security Register provided
      for in Section
      4.02 of this
      Indenture, as promptly as possible but in any event at least ten (10) days
      prior
      to the applicable date hereinafter specified, a notice stating (x) the date
      on
      which a record is to be taken for the purpose of such dividend, distribution
      or
      rights or warrants, or, if a record is not to be taken, the date as of which
      the
      holders of Common Stock of record to be entitled to such dividend, distribution
      or rights are to be determined, or (y) the date on which such reclassification,
      consolidation, merger, sale, transfer, dissolution, liquidation or winding-up
      is
      expected to become effective or occur, and the date as of which it is expected
      that holders of Common Stock of record shall be entitled to exchange their
      Common Stock for securities or other property deliverable upon such
      reclassification, consolidation, merger, sale, transfer, dissolution,
      liquidation or winding-up. Failure to give such notice, or any defect therein,
      shall not affect the legality or validity of such dividend, distribution,
      reclassification, consolidation, merger, sale, transfer, dissolution,
      liquidation or winding-up.




113




Section
      14.11.  Shareholder
      Rights Plans .




Each
      share of Common Stock issued upon conversion of Notes pursuant to this Article
      shall be entitled to receive the appropriate number of rights, if any, and
      the
      certificates representing the Common Stock issued upon such conversion shall
      bear such legends, if any, in each case as may be provided by the terms of
      any
      shareholder rights plan adopted by the Company, as the same may be amended
      from
      time to time. If at the time of conversion, however, the rights have separated
      from the shares of Common Stock in accordance with the provisions of the
      applicable shareholder rights agreement so that the holders of the Notes would
      not be entitled to receive any rights in respect of Common Stock issuable upon
      conversion of the Notes, the conversion rate will be adjusted in accordance
      with Section
      14.05(d) treating
      all rights previously issued as Securities for purposes of such adjustment,
      subject to readjustment in the event of the expiration, termination or
      redemption of the rights.




ARTICLE
      15




MISCELLANEOUS
      PROVISIONS




Section
      15.01.  Provisions
      Binding on Company’s Successors ;
      Trust Indenture Act Controls .




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




This
      Indenture is hereby made subject to, and shall be governed by, the provisions
      of
      the TIA required to be part of and to govern indentures qualified under the
      TIA; *provided,
      however* that
      this Section
      15.01 shall
      not require this Indenture or the Trustee to be qualified under the TIA prior
      to
      the time such qualification is in fact required under the terms of the TIA,
      nor
      shall it constitute any admission or acknowledgment by any party that any such
      qualification is required prior to the time such qualification is in fact
      required under the terms of the TIA. If any provision hereof limits, qualifies
      or conflicts with another provision hereof which is required to be included
      in
      an indenture qualified under the TIA, such required provision shall
      control.




Section
      15.02.  Official
      Acts by Successor Corporation .




Any
      act
      or proceeding by any provision of this Indenture authorized or required to
      be
      done or performed by any board, committee or officer of the Company shall and
      may be done and performed with like force and effect by the like board,
      committee or officer of any Person that shall at the time be the lawful sole
      successor of the Company.




114




Section
      15.03.  Addresses
      for Notices, Etc .




Any
      notice or demand which by any provision of this Indenture is required or
      permitted to be given or served by the Trustee or by the holders of Notes on
      the
      Company shall be deemed to have been sufficiently given or made, for all
      purposes, if given or served by being deposited postage prepaid by registered
      or
      certified mail in a post office letter box or sent by telecopier transmission
      addressed as follows:




If
      to the
      Company:




Origin
      Agritech Ltd.


No.
      21
      Sheng Ming Yuan Road


Changping
      District


Beijing
      102206


PRC


Fax:
      +86
      10 5890 7524


Attention:
      Chief Financial Officer


If
      to the Trustee :




The
      Bank
      of New York


101
      Barclay Street


Floor
      4E


New
      York,
      NY 10286


U.S.A.


Attention:
      Global Finance Americas


Facsimile
      No: +1 212 815 5802/5803




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




Any
      notice or communication mailed to a Noteholder shall be mailed to such holder
      by
      first-class mail, postage prepaid, at his address as it appears on the Security
      Register and shall be sufficiently given to such holder if so mailed within
      the
      time prescribed. As long as the Notes are listed on any Trading Market or stock
      exchange and the rules of such Trading Market or stock exchange so require,
      any
      notice to the Holder shall also be published or delivered in a manner as
      required by the rules of such Trading Market or stock exchange.




Failure
      to mail a notice or communication to a Noteholder or any defect in it shall
      not
      affect its sufficiency with respect to other Noteholders. If a notice or
      communication is mailed in the manner provided above, it is duly given, whether
      or not the addressee receives it.




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




115




Section
      15.04.  Governing
      Law ,
      Consent to Jurisdiction and Service of Process .




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




The
      Company, the Guarantors and the Operating Subsidiaries irrevocably consent
      to
      the jurisdiction of the courts of the State of New York and the courts of the
      United States of America located in the Borough of Manhattan, City and State
      of
      New York over any suit, action or proceeding with respect to this Indenture
      or
      the transactions contemplated hereby. The Company, the Guarantors and the
      Operating Subsidiaries waive any objection that they may have to the venue
      of
      any suit, action or proceeding with respect to this Indenture or the
      transactions contemplated hereby in the courts of the State of New York or
      the
      courts of the United States of America, in each case, located in the Borough
      of
      Manhattan, City and State of New York, or that such suit, action or proceeding
      brought in the courts of the State of New York or the United States of America,
      in each case, located in the Borough of Manhattan, City and State of New York
      was brought in an inconvenient court and agrees not to plead or claim the
      same.




To
      the
      extent that the Company, any Guarantor or any Operating Subsidiary has or
      hereafter may acquire any immunity (sovereign or otherwise) from any legal
      action, suit or proceeding, from jurisdiction of any court or from set-off
      or
      any legal process (whether service or notice, attachment in aid or otherwise)
      with respect to itself or any of its property, the Company, each Guarantor
      and
      each Operating Subsidiary hereby irrevocably waives and agrees not to plead
      or
      claim such immunity in respect of its obligations under this Indenture or the
      Notes.




The
      Company, the Guarantors and the Operating Subsidiaries irrevocably appoint
      CT
      Corporation System acting through its office at 111 Eighth Avenue ,
      New
      York, NY 10011, U.S.A. (or its
      successors as agent for service of process) as its authorized agent (the
“ Authorized
      Agent ”)
      in the
      Borough of Manhattan in the city of New York upon which process may be served
      in
      any law suit or proceeding, and agree that service of process upon such agent,
      and written notice of said service to the Company, the Guarantors and the
      Operating Subsidiaries, as the case may be, by the person serving the same
      to
      the address provided for the Company in Section
      15.03 ,
      shall
      be deemed in every respect effective service of process upon the Company, the
      Guarantors and the Operating Subsidiaries, as the case may be, in any such
      suit
      or proceeding. The Company, the Guarantors and the Operating Subsidiaries,
      as
      the case may be, shall give notice to the Trustee of the appointment of a
      successor Authorized Agent. If for any reason CT Corporation System ceases
      to be
      able to act as the Authorized Agent of the Company, the Guarantors and the
      Operating Subsidiaries or ceases to have an address in the Borough of Manhattan,
      the city of New York, the Company, the Guarantors and the Operating Subsidiaries
      will appoint a successor Authorized Agent in accordance with the preceding
      sentence. Should
      the Company,
      any Guarantor or any Operating Subsidiary fail
      to
      appoint and/or maintain an agent for service of process, the Trustee shall
      be
      entitled to appoint one for the Company and/or each such Guarantor and/or each
      such Operating Subsidiary (as the case may be), at the Company’s or such
      Guarantor’s or such Operating Subsidiary’s cost.




Section
      15.05.  Evidence
      of Compliance with Conditions Precedent; Certificates to Trustee .




116




Upon
      any
      application or demand by the Company to the Trustee to take any action under
      any
      of the provisions of this Indenture, the Company shall furnish to the Trustee
      an
      Officers’ Certificate 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 stating that, in the opinion of such counsel, all
      such
      conditions precedent have been complied with.




Each
      certificate or opinion provided for in this Indenture and delivered to the
      Trustee with respect to compliance with a condition or covenant provided for
      in
      this Indenture shall include: (1) a statement that the person making such
      certificate or opinion has read such covenant or condition; (2) a brief
      statement as to the nature and scope of the examination or investigation upon
      which the statement or opinion contained in such certificate or opinion is
      based; (3) a statement that, in the opinion of such person, 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 or not, in the opinion of
      such
      person, such condition or covenant has been complied with.




Section
      15.06.  Legal
      Holidays .




In
      any
      case in which the date of maturity of Interest on or principal of the Notes
      or
      the redemption date of any Note will not be a Business Day, then payment of
      such
      Interest on or principal of the Notes need not be made on such date, but may
      be
      made on the next succeeding Business Day with the same force and effect as
      if
      made on the date of maturity or the redemption date, and no Interest shall
      accrue for the period from and after such date.




Section
      15.07.  Company
      Responsible for Making Calculations .




The
      Company will be responsible for making all calculations required under the
      Notes. The Company will make these calculations in good faith and absent
      manifest error, these calculations will be final and binding on the Noteholders.
      Promptly after the calculation thereof, the Company will provide to each of
      the
      Trustee and any other conversion agent and Officers’ Certificate setting forth a
      schedule of its calculations, and each of the Trustee and any other conversion
      agent is entitled to conclusively rely upon the accuracy of such calculations
      without independent verification. The Trustee will forward the Company’s
      calculations to any holder upon the written request of such holder.




Section
      15.08.  Benefits
      of Indenture .




Nothing
      in this Indenture or in the Notes, express or implied, shall give to any Person,
      other than the parties hereto, any paying agent, any authenticating agent,
      any
      conversion agent, any Collateral Agent, Common Depositary, any Registrar and
      their successors hereunder and the holders of Notes any benefit or any legal
      or
      equitable right, remedy or claim under this Indenture.




Section
      15.09.  Table
      of Contents, Headings, Etc .




The
      table
      of contents and the titles and headings of the Articles and Sections of this
      Indenture have been inserted for convenience of reference only, are not to
      be
      considered a part hereof, and shall in no way modify or restrict any of the
      terms or provisions hereof.




117




Section
      15.10.  Authenticating
      Agent .




The
      Trustee may appoint an authenticating agent that shall be authorized to act
      on
      its behalf, and subject to its direction, in the authentication and delivery
      of
      Notes in connection with the original issuance thereof and transfers and
      exchanges of Notes hereunder, including under Sections
      2.04 , 2.05 , 2.06 , 2.07 , 3.02 ,
      and 14.02 ,
      as
      fully to all intents and purposes as though the authenticating agent had been
      expressly authorized by this Indenture and those Sections to authenticate and
      deliver Notes. For all purposes of this Indenture, the authentication and
      delivery of Notes by the authenticating agent shall be deemed to be
      authentication and delivery of such Notes “by the Trustee” and a certificate of
      authentication executed on behalf of the Trustee by an authenticating agent
      shall be deemed to satisfy any requirement hereunder or in the Notes for the
      Trustee’s certificate of authentication. Such authenticating agent shall at all
      times be a Person eligible to serve as trustee hereunder pursuant to Section
      7.07 .




Any
      corporation into which any authenticating agent may be merged or converted
      or
      with which it may be consolidated, or any corporation resulting from any merger,
      consolidation or conversion to which any authenticating agent shall be a party,
      or any corporation succeeding to the corporate trust business of any
      authenticating agent, shall be the successor of the authenticating agent
      hereunder, if such successor corporation is otherwise eligible under this
      Section, without the execution or filing of any paper or any further act on
      the
      part of the parties hereto or the authenticating agent or such successor
      corporation.




Any
      authenticating agent may at any time resign by giving written notice of
      resignation to the Trustee and to the Company. The Trustee may at any time
      terminate the agency of any authenticating agent by giving written notice of
      termination to such authenticating agent and to the Company. Upon receiving
      such
      a notice of resignation or upon such a termination, or in case at any time
      any
      authenticating agent shall cease to be eligible under this Section, the Trustee
      shall either promptly appoint a successor authenticating agent or itself assume
      the duties and obligations of the former authenticating agent under this
      Indenture and, upon such appointment of a successor authenticating agent, if
      made, shall give written notice of such appointment of a successor
      authenticating agent to the Company and shall mail notice of such appointment
      of
      a successor authenticating agent to all holders of Notes as the names and
      addresses of such holders appear on the Security Register.




The
      Company agrees to pay to the authenticating agent from time to time such
      compensation for its services as shall be agreed upon in writing between the
      Company and the authenticating agent.




The
      provisions of Sections
      7.02 , 7.03 , 7.04 and 12.03 and this
      Section shall be applicable to any authenticating agent.




Section
      15.11.  Indenture
      and Notes Solely Corporate Obligations .




No
      recourse for the payment of the principal of, premium, if any, or Interest
      on
      any Note, or for any claim based thereon or otherwise in respect thereof, and
      no
      recourse under or upon any obligation, covenant or agreement of the Company
      in
      this Indenture or in any supplemental indenture or in any Note, or because
      of
      the creation of any indebtedness represented thereby, shall be had against
      any
      incorporator, shareholder, employee, agent, officer, director or subsidiary,
      as
      such, past, present or future, of the Company or of any successor corporation,
      either directly or through the Company or any successor corporation, whether
      by
      virtue of any constitution, statute or rule of law, or by the enforcement of
      any
      assessment or penalty or otherwise; it being expressly understood that all
      such
      liability is hereby expressly waived and released as a condition of, and as
      a
      consideration for, the execution of this Indenture and the issue of the
      Notes.




118




Section
      15.12.  Execution
      in Counterparts .




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




Section
      15.13.  Severability .




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




Section
      15.14.  Appointment
      of Co -Trustee .




(a)  Notwithstanding
      any other provisions of this Indenture, following the occurrence of, and during
      the continuation of, an Event of Default, hereunder, if the Trustee reasonably
      believes that such action is either (i) required by law, rule or regulation
      of the jurisdiction of incorporation of the Company or the jurisdiction in
      which
      the Company’s principal place of business is located or (ii) is otherwise
      in the best interests of the Noteholders, the Trustee shall have the power
      and
      may execute and deliver all instruments necessary to appoint one or more Persons
      to act as a co-trustee or co-trustees hereunder, or separate trustee or separate
      trustees hereunder, in each case exclusively in such jurisdiction or
      jurisdictions, and to vest in such Person or Persons, in such capacity and
      for
      the benefit of the holders, such title hereunder, or any part hereof, in each
      case exclusively in such jurisdiction or jurisdictions, and subject to the
      other
      provisions of this Section, such powers, duties, obligations, rights and trusts
      in such jurisdiction or jurisdictions as the Trustee may reasonably consider
      necessary or desirable. Each co-trustee and separate trustee hereunder shall
      be
      authorized under applicable law to act as a co-trustee or a separate trustee,
      as
      the case may be, and shall each have a combined capital and surplus (computed
      in
      accordance with Section 3l0(a)(2) of the Trust Indenture Act) of at least
      US$25,000,000. If at any time a co-trustee or a separate trustee shall cease
      to
      be eligible in accordance with the provisions of this Section, it shall resign
      immediately in the manner and with the effect specified in this
      Section.




(b)  Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:




119




(i)  all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act (i) outside the
      jurisdiction or jurisdictions set forth in Section
      15.14(a) hereof
      or (ii) separately without the Trustee joining in such act), except to the
      extent that under any law of any such jurisdiction in which any particular
      act
      or acts are to be performed the Trustee shall be incompetent or unqualified
      to
      perform such act or acts, in which event such rights, powers, duties and
      obligations shall be exercised and performed singly by such separate trustee
      or
      co-trustee, but solely in such jurisdiction or jurisdictions and solely at
      the
      direction of the Trustee;




(ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and




(iii)  the
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee, and the Trustee shall, following the waiver or cure of the Event
      of Default pursuant to the terms hereof remove any separate trustee or
      co-trustee appointed pursuant to Section
      15.14(a) hereof
      in connection with such Event of Default.




(c)  Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Indenture and the conditions of this Section
      15.14 .
      Each
      separate trustee and co-trustee, upon its acceptance of the trusts conferred,
      shall, subject to the provisions of this Section
      15.14 hereof,
      be vested with the estates or property specified in its instrument of
      appointment, either jointly with the Trustee or separately, as may be provided
      therein, subject to all the provisions of this Indenture specifically including
      every provision of this Indenture relating to the conduct of, affecting the
      liability of, or affording protection or rights (including the rights to
      compensation, reimbursement and indemnification hereunder) to the Trustee.
      Every
      such instrument shall be filed with the Trustee.




(d)  Any
      separate trustee or co-trustee appointed pursuant to Section
      15.14(a) hereof
      may at any time constitute the Trustee, in the jurisdiction or jurisdictions
      set
      forth in Section
      15.14(a) hereof,
      its agent or attorney-in-fact in such jurisdiction or jurisdictions with full
      power and authority, to the extent not prohibited by law in such jurisdiction
      or
      jurisdictions, to do any lawful act under or in respect of this Indenture on
      its
      behalf and in its name. If any separate trustee or co-trustee shall die, become
      incapable of acting, resign or be removed, all of its estates, properties,
      rights, remedies and trusts shall vest in and be exercised by the Trustee to
      the
      extent permitted by law, without the appointment of a new or successor
      trustee.




**[Signature
      page(s) to follow.]**




120


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


ORIGIN
              AGRITECH
              LIMITEDBy:Name:
              Han GengchenTitle: Director


STATE HARVEST HOLDINGS LTD.By:Name:
              Han GengchenTitle: Director  
 FOR
                THE PURPOSE OF SECTIONS 4.18(a), 4.32, 4.33, 9.03 AND 10.01
                ONLY
              
              BEIJING
                ORIGIN STATE HARVEST BIOTECHNOLOGY LIMITEDBy:Name:
                Han Gengchen
              Title:
                Director BEIJING
              ORIGIN
              SEED LIMITEDBy:Name:
              Han GengchenTitle: Director  HENAN ORIGIN COTTON TECHNOLOGY DEVELOPMENT
              LIMITEDBy:Name:
              Han GengchenTitle: Director CHANGCHUN
              ORIGIN
              SEED TECHNOLOGY DEVELOPMENT LIMITEDBy:Name:
              Han GengchenTitle:
              Director





DENONG
              ZHENGCHENG
              SEED LIMITEDBy:Name:
              Yang YashengTitle:
              Director





THE
                BANK OF NEW YORK,
              as
                TrusteeBy:Name:Title:"







**EXHIBIT
      A**




[FORM
      OF
      FACE OF NOTE]




[UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR
      BANK
      S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME
      (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      ITS
      AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS
      AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER
      USE
      HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
      REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST
      HEREIN.] 1





THIS
      SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY HAVE
      NOT
      BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
      AMENDED (THE “SECURITIES ACT”) OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER
      JURISDICTION, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
      FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:





(1)  REPRESENTS
      THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT;





(2)  AGREES
      THAT IT WILL NOT WITHIN THE PERIOD SET FORTH IN RULE 144 UNDER THE SECURITIES
      ACT (CURRENTLY TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY OTHER
      THAN
      WITH RESPECT TO AFFILIATES) (A) RESELL OR OTHERWISE TRANSFER THE SECURITY
      EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY
      EXCEPT (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) TO A QUALIFIED
      INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
      (III)
      TO A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION
      S
      UNDER THE SECURITIES ACT, (IV) PURSUANT TO THE EXEMPTION FROM REGISTRATION
      PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, OR (V) PURSUANT
      TO
      A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
      ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER OR
      ( B)
      ENGAGE
      IN HEDGING TRANSACTIONS WITH RESPECT TO THIS SECURITY OR THE COMMON STOCK
      ISSUABLE UPON CONVERSION OF SUCH SECURITY UNLESS IN COMPLIANCE WITH THE
      SECURITIES ACT; AND





1  This
      legend should be included only if the Note is a Global Note.






A-1





(3)  AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(A)(V) ABOVE) A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.





[IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
      TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
      MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.] 2


2  This
        legend should be included only if the Note is a Definitive
        Note.




A-2


**ORIGIN
      AGRITECH LTD.**





1.0%
      GUARANTEED SENIOR SECURED CONVERTIBLE NOTES DUE 2012





ISIN: XS0313078726


Common
      Code: 03130782


No.
      1
      $__________





ORIGIN
      AGRITECH LTD., a company duly organized and validly existing under the laws
      of
      the British Virgin Islands (herein called the “ **Company** ”,
      which
      term includes any successor corporation under the Indenture referred to on
      the
      reverse hereof), for value received hereby promises to pay to The Bank of New
      York Depositary (Nominees) Limited, or registered assigns, as common depositary
      for Clearstream Banking, société anonyme and/or Euroclear Bank S.A./N.V., at the
      office or agency of the Company maintained for that purpose in accordance with
      the terms of the Indenture, in such coin or currency of the United States of
      America as at the time of payment shall be legal tender for the payment of
      public and private debts, (i) the Repurchase Amount as set forth on Schedule
      I hereto
      on July 25, 2012, (ii) interest, semi-annually on January 25 and July 25 of
      each
      year, commencing January 25, 2008 on the outstanding principal sum of the Note
      at said office or agency, in like coin or currency, at the rate per annum of
      1.0%, from and including July 25, 2007 or from the most recent Interest Payment
      Date to which interest has been paid or duly provided for to, but excluding
      the
      following Interest Payment Date and (iii) any Additional Interest payable
      pursuant to Section 2(d) of the Registration Rights Agreement, and (iv) interest
      on overdue principal and (to the extent that payment of such interest is
      enforceable under applicable law) interest at the rate borne by the Notes,
      including Additional Interest, if any, at the rate of 5% per annum.




Except
      as
      otherwise provided in the Indenture, the interest payable on the Note pursuant
      to the Indenture on any January 25 or July 25 will be paid to the Person
      entitled thereto as it appears in the Security Register at the close of business
      on the record date, which shall be the January 11 or July 11 (whether or not
      a
      Business Day) next preceding such January 25 or July 25, as provided in the
      Indenture; *provided* that any
      such interest not punctually paid or duly provided for shall be payable as
      provided in the Indenture. The Company shall pay interest (i) on any Notes
      in
      certificated form by check mailed to the address of the Person entitled thereto
      as it appears in the Security Register ( *provided* that the
      holder of Notes with an aggregate principal amount in excess of $1,000,000
      shall, at the written election of such holder, be paid by wire transfer of
      immediately available funds) or (ii) on any Global Note by wire transfer of
      immediately available funds to the account of the Common Depositary or its
      nominee.




Reference
      is made to the further provisions of this Note set forth on the reverse hereof,
      including, without limitation, provisions giving the holder of this Note the
      right to convert this Note into Common Stock of the Company on the terms and
      subject to the limitations referred to on the reverse hereof and as more fully
      specified in the Indenture. Such further provisions shall for all purposes
      have
      the same effect as though fully set forth at this place.




This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New York.




A-3




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




A-4


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




ORIGIN
      AGRITECH LTD.




By:





Name:
      Han
      Gengchen


Title:
      Director




By:
 Name:
          Yang Yasheng
 Title:
          Director




TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION





This
      is
      one of the Notes described in the within-named Indenture.




THE
      BANK
      OF NEW YORK,


as
      Trustee





By:


Authorized
      Signatory





Dated:


A-5


[FORM
      OF
      REVERSE OF NOTE]





ORIGIN
      AGRITECH LTD.





1.0%
      GUARANTEED SENIOR SECURED CONVERTIBLE NOTE DUE 2012





This
      Note
      is one of a duly authorized issue of Notes of the Company, designated as its




1.0%
      Guaranteed Senior Secured Convertible Notes due 2012 (herein called the
“ **Notes** ”),
      in an
      aggregate principal amount of $40,000,000 or such other amount as shown on
      the
      Security Register as being represented by this Note, issued and to be issued
      under and pursuant to an Indenture dated July 25, 2007 (herein called the
“ **Indenture** ”),
      among
      the Company, State Harvest Holdings Limited, as the Guarantor, and **** The
      Bank
      of New York, a New York banking corporation, as trustee (herein called the
      “ **Trustee** ”),
      to
      which Indenture and all indentures supplemental thereto reference is hereby
      made
      for a description of the rights, limitations of rights, obligations, duties
      and
      immunities thereunder of the Trustee, the Company and the holders of the Notes. The
      terms
      of the Notes include those made part of the Indenture by reference to the Trust
      Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb)
      as in effect on the date of the Indenture and, to the extent required by any
      such amendments, as amended from time to time (the “ **TIA** ”).




In
      case
      an Event of Default shall have occurred and be continuing, the principal of
      and
      accrued and unpaid Interest on all Notes may be declared by either the Trustee
      or the holders of not less than 25% in aggregate principal amount of the Notes
      then outstanding, and upon said declaration shall become, due and payable,
      in
      the manner, with the effect and subject to the conditions provided in the
      Indenture.




The
      Indenture contains provisions permitting the Company and the Trustee, with
      the
      consent of the holders of a majority in aggregate principal amount of the Notes
      at the time outstanding, to execute supplemental indentures adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      the Indenture or of any supplemental indenture or modifying in any manner the
      rights of the holders of the Notes; *provided* that no
      such supplemental indenture shall (i) extend the fixed maturity of any Note,
      (ii) reduce the rate or extend the time of payment of Interest thereon, (iii)
      reduce the principal amount thereof or reduce any amount payable upon redemption
      or repurchase thereof, (iv) change the obligation of the Company to repurchase
      any Note upon the happening of a Termination
      of Trading in a
      manner adverse to the holders of Notes, (v) impair the right of any Noteholder
      to institute suit for the payment thereof, (vi) make the principal thereof
      or
      interest thereon payable in any coin or currency other than that provided in
      the
      Notes, (vii) impair the right to convert the Notes into Common Stock or reduce
      the number of shares of Common Stock or any other property receivable by a
      Noteholder upon conversion subject to the terms set forth in the Indenture,
      including Section 14.05 thereof, in each case, without the consent of the holder
      of each Note so affected, (viii) modify any of the provisions of Section 8.02
      or
      Section 6.07 thereof, except to increase any such percentage or to provide
      that
      certain other provisions of the Indenture cannot be modified or waived without
      the consent of the holder of each Note so affected, (ix) change any obligation
      of the Company to maintain an office or agency in the places and for the
      purposes set forth in Section 4.02 thereof, (x) reduce the quorum or voting
      requirements set forth in Article 13, (xi) subordinate the Notes or any
      Guarantee to any other obligation of the Company or the applicable Guarantor,
      (xii) release the security interest granted in favor of the holders on the
      Notes
      in the Collateral other than pursuant to the terms of the Security Documents,
      (xiii) release any security interest that may have been granted in favor of
      the
      holders of the Notes other than pursuant to the terms of such security interest,
      (xiv) reduce any premium payable upon a Change of Control or, at any time after
      a Change of Control has occurred, change the time at which the Change of Control
      Offer relating thereto must be made or at which the Notes must be repurchased
      pursuant to such Change of Control Offer, (xv) at any time after the Company
      is
      obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales,
      change the time at which such Asset Sale Offer must be made or at which the
      Notes must be repurchased pursuant thereto, (xvi) make any change in any
      Guarantee that would adversely affect the holders or (xvii) reduce the aforesaid
      percentage of Notes, the holders of which are required to consent to any such
      supplemental indenture, without the consent of the holders of all Notes then
      outstanding. Subject to the provisions of the Indenture, the holders of a
      majority in aggregate principal amount of the Notes at the time outstanding
      may
      on behalf of the holders of all of the Notes waive any past Default or Event
      of
      Default under the Indenture and its consequences except (A) a default in the
      payment of Interest on, or the principal of, any of the Notes, (B) a failure
      by
      the Company to convert any Notes into Common Stock of the Company, (C) a default
      in the payment of the purchase price pursuant to Section 3.02 of the Indenture
      or (D) a default in respect of a covenant or provisions of the Indenture which
      under Article 10 of the Indenture cannot be modified or amended without the
      consent of the holders of each or all Notes then outstanding or affected
      thereby. Any such consent or waiver by the holder of this Note (unless revoked
      as provided in the Indenture) shall be conclusive and binding upon such holder
      and upon all future holders and owners of this Note and any Notes which may
      be
      issued in exchange or substitution hereof, irrespective of whether or not any
      notation thereof is made upon this Note or such other Notes.




A-6




No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of and Interest on this Note at the
      place, at the respective times, at the rate and in the coin or currency herein
      prescribed.




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




The
      Notes
      are issuable in fully registered form, without coupons, in denominations of
      $100,000 principal amount and any multiple of $1,000 thereafter. At the office
      or agency of the Company referred to on the face hereof, and in the manner
      and
      subject to the limitations provided in the Indenture, without payment of any
      service charge but with payment of a sum sufficient to cover any tax, assessment
      or other governmental charge that may be imposed in connection with any
      registration or exchange of Notes, Notes may be exchanged for a like aggregate
      principal amount of Notes of any other authorized denominations.




A-7




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




In
      the
      event that, as at June 30 or December 31 of any year, commencing with December
      31, 2008, the Conversion Rate is adjusted so that each $100,000 principal amount
      of the Notes shall be convertible into more than 11, 738 shares of Common Stock,
      the Company shall be required to redeem on a pro rata basis at the Redemption
      Price, Notes with an aggregate principal amount calculated in accordance with
      the following formula, rounded upwards (if necessary) to the nearest
      $100,000:




Mandatory
      Redemption Amount = A - (M x C)


Where:


A
            =
            aggregate
                principal amount of Notes outstanding on such Mandatory Redemption
                Date  M
            =
            4,692,234




C
            =
            the
                Conversion Price on such Mandatory Redemption Date





provided
      the applicable Conversion Rate is greater than the Conversion Rate applicable
      on
      the immediately preceding Mandatory Redemption Date, if any.





The
      Redemption Price in respect of any Mandatory Redemption Amount shall be paid
      in
      full to Noteholders by the Company within three (3) months of the relevant
      Mandatory Redemption Date.




In
      the
      event that the Company shall be required to commence an Asset Sale Offer, a
      Change of Control Offer or a Termination
      of Trading Offer,
      the Company shall mail to all holders of record of the Notes a notice which
      states the terms of such Offer to Purchase, and, in the case of a Change of
      Control Offer or Termination
      of Trading Offer,
      the circumstances and relevant facts regarding such event. Each holder shall
      have the right to accept such offer and require the Company to repurchase all
      or
      any portion of such holder’s Notes in cash equal to the Repurchase
      Amount.




Holders
      electing to have a Note purchased pursuant to a Offer to Purchase shall deliver
      to the Company such Note with the form entitled “ Purchase
      Notice ”
on
      the
      reverse thereof duly completed, together with the Note, duly endorsed for
      transfer, at any time prior to the close of business on the Business Day
      immediately preceding the Purchase Date, and shall deliver the Notes to the
      Trustee (or other paying agent appointed by the Company) as set forth in the
      Indenture.




If
      the
      Purchase Date falls after a record date and on or prior the corresponding
      Interest Payment Date, then accrued and unpaid Interest to, but excluding,
      the
      Purchase Date shall be paid on such Interest Payment Date to the holders of
      record of such Notes on the applicable record date instead of to the holders
      surrendering such Notes for repurchase on such date. The Notes will be subject
      to repurchase in multiples of $100,000 principal amount.




Holders
      have the right to withdraw any Purchase Notice by delivering to the Trustee
      (or
      other paying agent appointed by the Company) a written notice of withdrawal
      up
      to the close of business on the Business Day immediately preceding the Purchase
      Date all as provided in the Indenture.




A-8




If
      money
      or cash, sufficient to pay the repurchase price of all Notes or portions thereof
      to be purchased as of the Purchase Date is deposited with the Trustee (or other
      paying agent appointed by the Company), on the Purchase Date, interest will
      cease to accrue on such Notes (or portions thereof) immediately after such
      Purchase Date, and the holder thereof shall have no other rights as such other
      than the right to receive the repurchase price upon surrender of such
      Note.




Notwithstanding
      anything in the Indenture or the Notes to the contrary, if the Company has
      not
      obtained Shareholder Approval, then the Company may not issue, upon conversion
      of the Notes, a number of shares of Common Stock which, when aggregated with
      any
      shares of Common Stock issued upon conversion of any Note on or after the Issue
      Date and prior to such Conversion Date, would exceed 4,692,234 shares of Common
      Stock (subject to adjustment for forward and reverse stock splits,
      recapitalizations and the like). Where, on any Conversion Date, the number
      of
      shares of Common Stock otherwise issuable as a result of the exercise of
      conversion rights by holders of Notes exceeds the Issuable Maximum, such holders
      shall have a pro rata entitlement, calculated on the basis of the aggregate
      principal amount of Notes to be converted by such holders on such Conversion
      Date, to exercise their conversion rights up to the Issuable
      Maximum.




Subject
      to the foregoing paragraph and occurrence of certain events and in compliance
      with the provisions of the Indenture, prior to the final maturity date of the
      Notes, the holder hereof has the right, at its option, to convert each $100,000
      principal amount of the Notes into 8,695 shares of the Company’s Common Stock (a
      conversion price of approximately $11.50 per share), as such shares shall be
      constituted at the date of conversion and subject to adjustment from time to
      time as provided in the Indenture, upon surrender of this Note with the form
      entitled “ Conversion
      Notice ”
on
      the
      reverse thereof duly completed, to the Company at the office or agency of the
      Company maintained for that purpose in accordance with the terms of the
      Indenture, or at the option of such holder, the Corporate Trust Office, and,
      unless the shares issuable on conversion are to be issued in the same name
      as
      this Note, duly endorsed by, or accompanied by instruments of transfer in form
      satisfactory to the Company duly executed by, the holder or by his duly
      authorized attorney. The Company will notify the holder thereof in writing
      of
      any event triggering the right to convert the Notes as specified above in
      accordance with the Indenture.




No
      adjustment in respect of interest on any Note converted or dividends on any
      shares issued upon conversion of such Note will be made upon any conversion
      except as set forth in the next sentence. If this Note (or portion hereof)
      is
      surrendered for conversion during the period from the close of business on
      any
      record date for the payment of interest to the close of business on the Business
      Day preceding the following Interest Payment Date, this Note (or portion hereof
      being converted) must be accompanied by payment, in immediately available funds
      or other funds acceptable to the Company, of an amount equal to the interest
      otherwise payable on such Interest Payment Date on the principal amount being
      converted; *provided* that no
      such payment shall be required (1) if the Company has specified a Purchase
      Date
      that is during such period or (2) to the extent of any overdue Interest, if
      any
      overdue interest exists at the time of conversion with respect to such Note.




No
      fractional shares will be issued upon any conversion, but an adjustment and
      payment in cash will be made, as provided in the Indenture, in respect of any
      fraction of a share which would otherwise be issuable upon the surrender of
      any
      Note or Notes for conversion.




A-9




A
      Note in
      respect of which a holder is exercising its right to require repurchase upon
      a
      Asset Sale Offer, Change of Control Offer or Termination
      of Trading Offer on
      a Purchase Date may be converted only if such holder withdraws its election
      to
      exercise either such right in accordance with the terms of the
      Indenture.




Upon
      due
      presentment for registration of transfer of this Note at the office or agency
      of
      the Company maintained for that purpose in accordance with the terms of the
      Indenture, a new Note or Notes of authorized denominations for an equal
      aggregate principal amount will be issued to the transferee in exchange thereof,
      subject to the limitations provided in the Indenture, without charge except
      for
      any tax, assessment or other governmental charge imposed in connection
      therewith.




The
      Company, the Trustee, any authenticating agent, any paying agent, any conversion
      agent and any Registrar may deem and treat the registered holder hereof as
      the
      absolute owner of this Note (whether or not this Note shall be overdue and
      notwithstanding any notation of ownership or other writing hereon made by anyone
      other than the Company or any Registrar) for the purpose of receiving payment
      hereof, or on account hereof, for the conversion hereof and for all other
      purposes, and neither the Company nor the Trustee nor any other authenticating
      agent nor any paying agent nor other conversion agent nor any Registrar shall
      be
      affected by any notice to the contrary. All payments made to or upon the order
      of such registered holder shall, to the extent of the sum or sums paid, satisfy
      and discharge liability for monies payable on this Note.




Subject
      to certain limitations imposed by the TIA, the Trustee under the Indenture,
      in
      its individual or any other capacity, may enter into business transactions
      with
      the Company, its Affiliates or any entity related thereto without accounting
      for
      any profit.




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




This
      Note
      shall be governed by and construed in accordance with the laws of New
      York.




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




A-10


ABBREVIATIONS




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




**TEN
      COM**  **-**  **as
      tenants in common**  **UNIF
      GIFT MIN ACT**  **-**  **Custodian**


**TEN
      ENT**  **-**  **as
      tenant by the entireties**  **(Cust)
      (Minor)**


**JT
      TEN**  **-**  **as
      joint tenants with right of survivorship under Uniform Gifts to Minors** **Act
      and not as tenants in common**





**(State)**





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


A-11


SCHEDULE
      I




ORIGIN
      AGRITECH LTD.





1.0%
      Guaranteed Senior Secured Convertible Notes due 2012




No.
      1





The
      initial Principal Amount of this Note is FORTY MILLION DOLLARS ($40,000,000).
      The Company will pay the Repurchase Amount as defined below.





“ **Repurchase
      Amount** ”
means,
      with respect to any Note, the Redemption Price plus any
      accrued and unpaid Interest on such Note (including post-petition interest
      in
      any proceeding under any Bankruptcy Law) and interest accrued on overdue
      principal (and, to the extent lawful, on overdue installments of interest)
      and
      premium, if any, at a rate that is 5% per annum in excess of the rate of
      Interest then in effect.




“ **Redemption
      Price** ”
means
      the amount calculated in accordance with the following formula, rounded (if
      necessary) to two decimal places with 0.005 being rounded upwards:




Redemption
                Price = I x (1 + r)d/360Where:I
            =
            Issue
                price (100% of Principal Amount) of the Notes;r
            =
            16.0%
                expressed as a decimal; andd
            =
            number
                of days from and including the Issue Date to but excluding, the date
                for
                redemption, calculated on the basis of a 360-day year consisting
                of 12
                months of 30 days each, and in the case of an incomplete month, the
                actual
                number of days elapsed.




For
      the
      avoidance of doubt, if the date fixed for redemption is one of the following
      semi-annual dates, the Redemption Price for each US$100,000 principal amount
      shall be as set out in the table below in respect of such semi-annual date:




Semi-annual
                Date
            
            Redemption
                Price (US$)January
                25, 2008
            
            
            107,703.30July
                25, 2008
            
            
            116,000.00January
                25, 2009
            
            
            124,935.82July
                25, 2009
            
            
            134,560.00January
                25, 2010
            
            
            144,925.56July
                25, 2010
            
            
            156,089.60January
                25, 2011
            
            
            168,113.64July
                25, 2011
            
            
            181,063.94January
                25, 2012
            
            
            195,011.83July
                25, 2012
            
            
            210,034.17





A-12




For
      purposes thereof, the Principal Amount has been adjusted in accordance with
      the
      terms of the Indenture as set forth below:





**Date**




**Principal
      Amount**




**Notation
      Explaining Principal**




**Amount
      Recorded**




**Authorized
      Signature of Trustee or Custodian**


A-13




CONVERSION
      NOTICE




**TO:
      ORIGIN AGRITECH LTD.**





**_______**




The
      undersigned registered owner of this Note hereby irrevocably exercises the
      option to convert this Note, or the portion thereof (which is $100,000 or a
      multiple thereof) below designated, into shares of Common Stock of Origin
      Agritech Ltd. in accordance with the terms of the Indenture referred to in
      this
      Note, and directs that the shares issuable and deliverable upon such conversion,
      together with any check in payment for fractional shares and any Notes
      representing any unconverted principal amount hereof, be issued and delivered
      to
      the registered holder hereof unless a different name has been indicated below.
      Capitalized terms used herein but not defined shall have the meanings ascribed
      to such terms in the Indenture. If shares or any portion of this Note not
      converted are to be issued in the name of a person other than the undersigned,
      the undersigned will provide the appropriate information below and pay all
      transfer taxes payable with respect thereto. Any amount required to be paid
      by
      the undersigned on account of interest, including additional interest, if any,
      accompanies this Note.




Dated:




---




**Signature(s)**


**Signature(s)
      must be guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Registrar, which requirements include membership or
      participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
      other “signature guarantee program” as may be determined by the Registrar in
      addition to, or in substitution for, STAMP.**







































A-14




**Please
      print name and address**





**Principal
      amount to be converted**


**(if
      less than all):**








$







**Social
      Security or Other Taxpayer**


**Identification
      Number:**









A-15




PURCHASE
      NOTICE




**TO:
      ORIGIN AGRITECH LTD.**





**_______**





The
      undersigned registered owner of this Note hereby irrevocably acknowledges
      receipt of a notice from Origin Agritech Ltd. (the “ **Company** ”)
      regarding the right of holders to elect to require the Company to repurchase
      the
      Notes upon the occurrence of either an Asset Sale Offer, a Change of Control
      Offer or a Termination of Trading Offer and requests and instructs the Company
      to repay the entire principal amount of this Note, or the portion thereof (which
      is $100,000 or an integral multiple thereof) below designated, in accordance
      with the terms of the Indenture at the price of the
      Repurchase Amount, to the registered holder hereof.





Capitalized
      terms used herein but not defined shall have the meanings ascribed to such
      terms
      in the Indenture. The Notes shall be purchased by the Company as of the Purchase
      Date pursuant to the terms and conditions specified in the
      Indenture.





$  principal amount of the Notes to which this Purchase Notice relates (if less
      than entire principal amount) pursuant to 4.12, 4.17 or 4.25 of the Indenture,
      check the box below:




o
      Section
      4.12     Purchase
      Date:_______________




o
      Section
      4.17




o
      Section
      4.26




Dated:




Signature(s):




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




A-16


Note
      Certificate Number (if applicable):




Principal
      amount to be repurchased (if less than all):





Social
      Security or Other Taxpayer Identification Number:





**Assignment
      Form**




To
      assign
      this Note, fill in the form below:




(I)
      or
      (we) assign and transfer this Note to





















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





and
      irrevocably appoint





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












Your
      Signature: _________________________________


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


Signature
      Guarantee:


A-17


**EXHIBIT
      B**




**FORM
      OF NOTATION OF GUARANTEE**




For
      value
      received, each Guarantor (which term includes any successor Person under the
      Indenture), jointly and severally, unconditionally guarantees, to the extent
      set
      forth in the Indenture and subject to the provisions in the Indenture, dated
      July 25, 2007 (the “ **Indenture** ”),
      among
      Origin Agritech Ltd., as issuer (the “ **Company** ”),
      the
      Guarantor listed on the signature pages thereto and The Bank of New York, a
      New
      York banking corporation, as trustee (the “ **Trustee** ”),
      (a)
      the due and punctual payment of the principal of, premium, if any, and interest
      on the Notes, whether at maturity, by acceleration, redemption, repurchase
      or
      otherwise, the due and punctual payment of interest on overdue principal and
      premium, if any, and, to the extent permitted by law, interest and the due
      and
      punctual performance of all other obligations of the Company to the holders
      or
      the Trustee all in accordance with the terms of the Indenture and (b) in case
      of
      any extension of time of payment or renewal of any Notes or any of such other
      obligations, that the same will be promptly paid in full when due or performed
      in accordance with the terms of the extension or renewal, whether at stated
      maturity, by acceleration or otherwise. The obligations of the Guarantor to
      the
      holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture
      are expressly set forth in Article 9 of the Indenture and reference is hereby
      made to the Indenture for the precise terms of the Guarantee. This Guarantee
      is
      subject to release as and to the extent set forth in Section 9.05 of the
      Indenture. Each holder of a Note, by accepting the same agrees to and shall
      be
      bound by such provisions. Capitalized terms used herein and not defined are
      used
      herein as so defined in the Indenture.




[GUARANTOR
      NAME]









By:_______________________________


Name:


Title:




B-1


**EXHIBIT
      C**




**FORM
      OF CERTIFICATE OF TRANSFER**




Origin
      Agritech Ltd.


No.
      21
      Sheng Ming Yuan Road


Changping
      District


Beijing
      102206


PRC


Attention:
      Chief Financial Officer





The
      Bank
      of New York


101
      Barclay Street


Floor
      4E


New
      York,
      NY 10286


U.S.A.


Attention:
      Global Finance Americas





Re:
            1.0%
                GUARANTEED SENIOR SECURED CONVERTIBLE NOTES DUE
                2012




Reference
      is hereby made to the Indenture, dated July 25, 2007 (the “ **Indenture** ”),
      among
      ORIGIN AGRITECH LTD., as issuer (the “ **Company** ”),
      the
      Guarantor thereto and THE BANK OF NEW YORK, a New York banking corporation,
      as
      trustee. Capitalized terms used but not defined herein shall have the meanings
      given to them in the Indenture.




___________________,
      (the “ **Transferor** ”)
      owns
      and proposes to transfer the Note[s] or interest in such Note[s] in the
      principal amount of $___________ (the “ **Transfer** ”),
      to
      ___________________________ (the “ **Transferee** ”).
      In
      connection with the Transfer, the Transferor hereby certifies that:




[CHECK
      ALL THAT APPLY]




1.   **Check
      if Transferee will take delivery of a beneficial interest in the Global Note
      or
      a Definitive Note Pursuant to Rule 144A** **.** The
      Transfer is being effected pursuant to and in accordance with Rule 144A under
      the United States Securities Act of 1933, as amended (the “ **Securities
      Act** ”),
      and,
      accordingly, the Transferor hereby further certifies that the beneficial
      interest or Definitive Note is being transferred to a Person that the Transferor
      reasonably believed and believes is purchasing the beneficial interest or
      Definitive Note for its own account, or for one or more accounts with respect
      to
      which such Person exercises sole investment discretion, and such Person and
      each
      such account is a “qualified institutional buyer” within the meaning of Rule
      144A in a transaction meeting the requirements of Rule 144A and such Transfer
      is
      in compliance with any applicable blue sky securities laws of any state of
      the
      United States. Upon consummation of the proposed Transfer in accordance with
      the
      terms of the Indenture, the transferred beneficial interest or Definitive Note
      will be subject to the restrictions on transfer enumerated in the legend printed
      on the Global Note and/or the Definitive Note and in the Securities
      Act.




C-1




2.  **Check
      if Transferee will take delivery of a beneficial interest in the Global Note
      or
      a Definitive Note pursuant to Regulation S** .
      The
      Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
      904 under the Securities Act and, accordingly, the Transferor hereby further
      certifies that (i) the Transfer is not being made to a Person in the United
      States and (A) at the time the buy order was originated, the Transferee was
      outside the United States or such Transferor and any Person acting on its behalf
      reasonably believed and believes that the Transferee was outside the United
      States or (B) the transaction was executed in, on or through the facilities
      of a
      designated offshore securities market and neither such Transferor nor any Person
      acting on its behalf knows that the transaction was prearranged with a buyer
      in
      the United States, (ii) no directed selling efforts have been made in
      contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation
      S
      under the Securities Act, (iii) the transaction is not part of a plan or scheme
      to evade the registration requirements of the Securities Act and (iv) if the
      proposed transfer is being made prior to the expiration of the Distribution
      Compliance Period (as defined in Regulation S under the Securities Act), (A)
      the
      transfer is not being made to a U.S. Person or for the account or benefit of
      a
      U.S. Person, (B) the Transferee is not a U.S. person and is not acquiring the
      Notes for the account or benefit of any U.S. person or is a U.S. person who
      purchased securities in a transaction that did not require registration under
      the Securities Act, (C) the Transferee understands that it may and agrees to
      resell the Notes only in accordance with the provisions of Regulation S,
      pursuant to registration under the Securities Act, or pursuant to an available
      exemption from registration; and understands that it may not and agrees not to engage in hedging transactions
      with regard to the Notes or the common stock issuable upon conversion unless
      in
      compliance with the Securities Act; (D) the Transferee acknowledges that the
      certificates evidencing the Notes will contain a legend to the effect that
      transfer is prohibited except in accordance with the provisions of Regulation
      S,
      pursuant to registration under the Securities Act, or pursuant to an available
      exemption from registration; and that hedging transactions involving those
      securities may not be conducted unless in compliance with the Securities Act;
      (E) the Transferee acknowledges that the Company is required to refuse to
      register any transfer of the securities not made in accordance with the
      provisions of Regulation S, pursuant to registration under the Securities Act,
      or pursuant to an available exemption from registration;*provided*,*however*,
      that if
      the Notes are in bearer form or foreign law prevents the Company from refusing
      to register securities transfers, other reasonable procedures (such as a legend
      described above) are implemented to prevent any transfer of the securities
      not
      made in accordance with the provisions of Regulation S. Upon consummation of
      the
      proposed transfer in accordance with the terms of the Indenture, the transferred
      beneficial interest or Definitive Note will be subject to the restrictions
      on
      Transfer enumerated in the legend printed on the Global Note and/or the
      Definitive Note and in the Securities Act.




3.   **Check
      and complete if Transferee will take delivery of a beneficial interest in the
      Global Note or a Definitive Note pursuant to any provision of the Securities
      Act
      other than Rule 144A or Regulation S** **.** The
      Transfer is being effected in compliance with the transfer restrictions
      applicable to beneficial interests in Global Notes and Definitive Notes and
      pursuant to and in accordance with the Securities Act and any applicable blue
      sky securities laws of any state of the United States, and accordingly the
      Transferor hereby further certifies that:




C-2




(i)  such
      Transfer is being effected pursuant to and in accordance with Rule 144 under
      the
      Securities Act; or




(ii)  such
      Transfer is being effected to the Company or a subsidiary thereof; or




(iii)  such
      Transfer is being effected pursuant to an effective registration statement
      under
      the Securities Act.




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


[Insert
                Name of Transferor]By:Name:
              Title:Dated:
              ______________________


C-3


**EXHIBIT
      D**





**FORM
      OF RESTRICTIVE LEGEND FOR**


**COMMON
      STOCK ISSUED UPON CONVERSION**





THE
      SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
      UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR
      OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED
      OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF,
      THE HOLDER:





(1)  REPRESENTS
      THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT;





(2)  AGREES
      THAT IT WILL NOT WITHIN THE PERIOD SET FORTH IN RULE 144 UNDER THE SECURITIES
      ACT (CURRENTLY TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY OTHER
      THAN
      WITH RESPECT TO AFFILIATES) (A) RESELL OR OTHERWISE TRANSFER THE SECURITY
      EVIDENCED HEREBY EXCEPT (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II)
      TO A
      QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
      ACT, (III) TO A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
      REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO THE EXEMPTION FROM
      REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, OR
      (V)
      PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
      THE
      SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER
      OR ( B)
      ENGAGE
      IN HEDGING TRANSACTIONS WITH RESPECT TO THIS SECURITY UNLESS IN COMPLIANCE
      WITH
      THE SECURITIES ACT; AND





(3)  AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(A)(V) ABOVE) A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.




D-1


**EXHIBIT
      E**





**FORM
      OF SECURITY DOCUMENTS**


E-1




**EXHIBIT
      F**





**CORPORATE
      AGREEMENTS**





1.
            Stock
                Consignment Agreement dated December 25, 2004 between Zhao Yuping
                and
                State Harvest Holdings Limited in respect of the consignment of Zhao
                Yuping’s 3.995% shareholding of the total capital of Beijing Origin Seed
                Limited.





2.
            Stock
                Consignment Agreement dated December 25, 2004 between Yuan Liang
                and State
                Harvest Holdings Limited in respect of the consignment of Yuan Liang’s
                25.8% shareholding of the total capital of Beijing Origin Seed
                Limited.





3.
            Stock
                Consignment Agreement dated December 25, 2004 between Yang Yasheng
                and
                State Harvest Holdings Limited in respect of the consignment of Yang
                Yasheng’s 28.675% shareholding of the total capital of Beijing Origin Seed
                Limited.





4.
            Stock
                Consignment Agreement dated December 25, 2004 between Han Gengchen
                and
                State Harvest Holdings Limited in respect of the consignment of Han
                Gengchen’s 34.4% shareholding of the total capital of Beijing Origin Seed
                Limited.





5.
            Stock
                Consignment Agreement dated December 25, 2004 between Zhang Weidong
                and
                State Harvest Holdings Limited in respect of the consignment of Zhang
                Weidong’s 3.13% shareholding of the total capital of Beijing Origin Seed
                Limited.





6.
            Stock
                Consignment Agreement dated December 25, 2004 between Chen Weicheng
                and
                State Harvest Holdings Limited in respect of the consignment of Chen
                Weicheng’s 1.96% shareholding of the total capital of Beijing Origin Seed
                Limited.





7.
            Stock
                Consignment Agreement dated December 25, 2004 between Beijing Origin
                Seed
                Limited and State Harvest Holdings Limited in respect of the consignment
                of Beijing Origin Seed Limited’s 90% shareholding of the total capital of
                Henan Origin Cotton Technology Development
                Limited.





8.
            Stock
                Consignment Agreement dated December 25, 2004 between Zhang Yingli
                and
                State Harvest Holdings Limited in respect of the consignment of Zhang
                Yingli’s 4.1% shareholding of the total capital of Henan Origin Cotton
                Technology Development Limited.





9.
            Stock
                Consignment Agreement dated December 25, 2004 between Yang Yasheng
                and
                State Harvest Holdings Limited in respect of the consignment of Yang
                Yasheng’s 3.86% shareholding of the total capital of Henan Origin Cotton
                Technology Development Limited.





10.
            Stock
                Consignment Agreement dated December 25, 2004 between Beijing Origin
                Seed
                Limited and State Harvest Holdings Limited in respect of the consignment
                of Beijing Origin Seed Limited’s 99% shareholding of the total capital of
                Changchun Origin Seed Technology Development
                Limited.





11.
            Stock
                Consignment Agreement dated December 25, 2004 between Han Gengchen
                and
                State Harvest Holdings Limited in respect of the consignment of Han
                Gengchen’s 1% shareholding of the total capital of Henan Origin Cotton
                Technology Development Limited.





12.
            Technology
                Transfer Contract dated June 13, 2006 between Beijing Origin Seed
                Limited
                and Beijing Origin State Harvest Biotechnology Limited in respect
                of
                licensing of the intellectual property owned by Beijing Origin State
                Harvest Biotechnology Limited




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