##### 



Exhibit
4.1




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##### 



Table of Contents
 PageARTICLE 1DefinitionsSection 1.01. Scope of First Supplemental Indenture
    
    
    2Section 1.02. Definitions
    
    
    2ARTICLE 2Issue, Description, Execution, Registrationand Exchange of NotesSection 2.01. Designation and Amount
    
    
    9Section 2.02. Form of Notes
    
    
    9Section 2.03. Date and Denomination of Notes; Payments of Interest
    
    
    10Section 2.04. Payments of Additional Interest
    
    
    11Section 2.05. Exchange and Registration of Transfer of Notes; Depositary
    
    
    11Section 2.06. CUSIP Numbers
    
    
    13Section 2.07. Additional Notes; Repurchases
    
    
    13Section 2.08. Contingent Debt Tax Treatment
    
    
    13Section 2.09. Calculation of Tax Original Issue Discount
    
    
    14ARTICLE 3Particular Covenants of the CompanySection 3.01. Payment of Principal, Premium, Interest and Additional Interest
    
    
    14Section 3.02. Maintenance of Office or Agency
    
    
    14Section 3.03. Existence
    
    
    15Section 3.04. Stay, Extension and Usury Laws
    
    
    15Section 3.05. Compliance Certificate; Statements as to Defaults
    
    
    15Section 3.06. Additional Interest
    
    
    15Section 3.07. Further Instruments and Acts
    
    
    15Section 3.08. Reporting Obligations
    
    
    16ARTICLE 4Defaults and RemediesSection 4.01. Additional Events of Default
    
    
    16Section 4.02. Sole Remedy for Failure to Report
    
    
    17ARTICLE 5Noteholders MeetingsSection 5.01. Purpose of Meetings
    
    
    18Section 5.02. Call of Meetings by Trustee
    
    
    18




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Table of Contents
 PageSection 5.03. Call of Meetings by Company or Noteholders
    
    
    19Section 5.04. Qualifications for Voting
    
    
    19Section 5.05. Regulations
    
    
    19Section 5.06. Voting
    
    
    20Section 5.07. No Delay of Rights by Meeting
    
    
    20ARTICLE 6Modifications and amendmentsSection 6.01. Modifications and Amendments Without Consent of Noteholders
    
    
    20Section 6.02. Modifications and Amendments With Consent of Noteholders
    
    
    21ARTICLE 7Consolidation, Merger, Sale, Conveyance and LeaseSection 7.01. Company May Consolidate, Etc.
    
    
    22Section 7.02. Successor Corporation to Be Substituted
    
    
    22Section 7.03. Opinion of Counsel to Be Given Trustee
    
    
    23ARTICLE 8Conversion of NotesSection 8.01. Right to Convert
    
    
    23Section 8.02. Conversion Procedure
    
    
    23Section 8.03. Increased Applicable Conversion Rate Applicable to Certain Notes
Surrendered in Connection with Make-Whole Fundamental Changes
    
    
    27Section 8.04. Adjustment of Base Conversion Rate
    
    
    29Section 8.05. Shares to Be Fully Paid
    
    
    38Section 8.06. Effect of Reclassification, Consolidation, Merger or Sale
    
    
    38Section 8.07. Certain Covenants
    
    
    40Section 8.08. Responsibility of Trustee
    
    
    41Section 8.09. Notice to Holders Prior to Certain Actions
    
    
    41Section 8.10. Shareholder Rights Plans
    
    
    42ARTICLE 9Repurchase of Notes at Option of HoldersSection 9.01. Repurchase at Option of Holders
    
    
    42Section 9.02. Repurchase at Option of Holders upon a Fundamental Change
    
    
    45Section 9.03. Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice
    
    
    48Section 9.04. Deposit of Repurchase Price or Fundamental Change Repurchase Price
    
    
    48




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Table of Contents
 PageARTICLE 10Optional Redemption of the Notes by the CompanySection 10.01. Optional Redemption
    
    
    49Section 10.02. Selection of Notes to Be Redeemed
    
    
    50Section 10.03. Notice of Redemption
    
    
    50ARTICLE 11Interest ReductionSection 11.01. Interest Reduction
    
    
    50Section 11.02.
Interest Reduction Notification
    
    
    51ARTICLE 12Miscellaneous ProvisionsSection 12.01. Ratification and Incorporation of Original Indenture
    
    
    51Section 12.02. Governing Law
    
    
    51Section 12.03. Payments on Business Days
    
    
    51Section 12.04. No Security Interest Created
    
    
    51Section 12.05. Trust Indenture Act
    
    
    51Section 12.06. Benefits of Indenture
    
    
    52Section 12.07. Calculations
    
    
    52Section 12.08. Table of Contents, Headings, Etc
    
    
    52Section 12.09. Execution in Counterparts
    
    
    52Section 12.10. Severability
    
    
    52EXHIBITSExhibit A            Form of Note
    
    
    A-1Exhibit B            Form of Notice of Conversion
    
    
    B-1Exhibit C            Form of Fundamental Change Repurchase Notice
    
    
    C-1Exhibit D            Form of Assignment and Transfer
    
    
    D-1Exhibit E            Form of Repurchase Notice
    
    
    E-1




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Company Trustee
   Notes




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Definitions
 . Scope of First Supplemental Indenture.
 . Definitions. Additional Interest
 Applicable Conversion Rate
 Base Conversion Price
 Base Conversion Rate
 Bid Solicitation Agent
 2




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##### 



Capital Stock
 close of business
 Code
 Commission
 Common Equity
 Common Stock provided
 Company
 Company Notice
 Company Order
 Contingent Debt Regulations
 Continuing Director
 Conversion Agent
 3




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Conversion Date
 Conversion Obligation
 Custodian
 Daily Conversion Rate Fraction
 divided by
  Last Reported Sale Priceof our Common Stock on such Trading DayBase Conversion Rate +
    
     Base Conversion Price
    
    x Incremental Share FactorLast Reported Sale Priceof our Common Stock on such Trading Day
  Daily Share Cap
 Defaulted Interest
 Designated Institution
 Distributed Property
 Effective Date
 Ex-Dividend Date
 4




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Fundamental Change
      person beneficial owner person person
  Fundamental Change Company Notice
 Fundamental Change Expiration Time
 5




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Fundamental Change Repurchase Date
 Fundamental Change Repurchase Notice
 Fundamental Change Repurchase Price
 Global Note
 Incremental Share Factor
 Indenture
 interest
 Interest Payment Date
 Interest Record Date
 Last Reported Sale Price Last Reported Sale Price Last Reported Sale Price
 Make-Whole Conversion Rate Adjustment
 Make-Whole Fundamental Change
 6




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Maturity Date
 Merger Event
 Note Notes
 Noteholder holder
 Note Register
 Note Registrar
 Notice of Conversion
 Observation Period provided Observation Period
 open of business
 Original Indenture
 Paying Agent
 Publicly Traded Securities
 Record Date
 Redemption Date
 Redemption Price
 Reference Property
 7




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##### 



Repurchase Date
 Repurchase Notice
 Repurchase Price
 Scheduled Trading Day
 Securities Act
 Spin-Off
 Stock Price
 Successor Company
 Tax Original Issue Discount
 Trading Day provided Trading Day
 Trading Price provided
 8




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##### 



multiplied by divided by
 Trigger Event
 Trust Indenture Act provided however Trust Indenture Act
 Trustee
 Weighted Average Consideration
 Issue, Description, Execution, Registration  and Exchange of Notes
 . Designation and Amount
 9




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. Form of Notes
    . Date and Denomination of Notes; Payments of Interest
  10




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##### 



. Payments of Additional Interest
 . Exchange and Registration of Transfer of Notes; Depositary
 Note Register Note Registrar
    11




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Global Note
     12




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##### 



. CUSIP Numbers provided
 . Additional Notes; Repurchases provided
 . Contingent Debt Tax Treatment
 Contingent Debt
Regulations
 13




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.
Calculation of Tax Original Issue Discount
 Particular Covenants of the Company
 . Payment of Principal, Premium, Interest and Additional Interest provided provided further
 . Maintenance of Office or Agency Paying Agent Conversion Agent
 14




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##### 



provided
  . Existence
 . Stay, Extension and Usury Laws
 . Compliance Certificate; Statements as to Defaults
  15




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. Additional Interest
 . Further Instruments and Acts
 . Reporting Obligations.
   Defaults and Remedies
 . Additional Events of Default
   16




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. Sole Remedy for Failure to Report
 17




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Additional Interest
  Noteholders Meetings
 . Purpose of Meetings
     18




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. Call of Meetings by Trustee
  . Call of Meetings by Company or Noteholders
 . Qualifications for Voting
 . Regulations
   19




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##### 



provided however
 . Voting
  . No Delay of Rights by Meeting
 Modifications and amendments
 . Modifications and Amendments Without Consent of Noteholders
 20




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##### 



. Modifications and Amendments With Consent of Noteholders provided however,
     21




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Consolidation, Merger, Sale, Conveyance and Lease
 . Company May Consolidate, Etc. on Certain Terms
  Successor Company
    . Successor Corporation to Be Substituted
 22




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##### 



. Opinion of Counsel to Be Given Trustee
 Conversion of Notes
 . Right to Convert Conversion
Obligation
 . Conversion Procedure
  23




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Notice of Conversion
  24




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Conversion Date
      25




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##### 



provided however
 provided however
  Designated Institution
 26




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. Increased Applicable Conversion Rate Applicable to Certain Notes Surrendered in
Connection with Make-Whole Fundamental Changes
 plus
 Make-Whole Conversion Rate Adjustment Effective Date
 Make-Whole Conversion Rate Adjustment
(per $1,000 principal amount of Notes)
 Stock PriceEffective Date
    
    $11.52
    
    
    $15.00
    
    
    $20.00
    
    
    $25.00
    
    
    $30.00
    
    
    $35.00
    
    
    $40.00
    
    
    $45.00
    
    
    $50.00
    
    
    $60.00
    
    
    $70.00
    
    
    $80.00
    
    
    $90.00
    
    
    $100.00
    
    
    $125.00
    
    
    $150.00
    
    
    $175.00
    
    
    $200.00November 2, 2007
    
    
    39.1102
    
    
    
    32.1896
    
    
    
    28.8095
    
    
    
    21.8398
    
    
    
    16.6211
    
    
    
    13.2635
    
    
    
    10.9561
    
    
    
    9.2870
    
    
    
    8.0296
    
    
    
    6.2680
    
    
    
    5.0953
    
    
    
    4.2579
    
    
    
    3.6290
    
    
    
    3.1389
    
    
    
    2.2827
    
    
    
    1.7298
    
    
    
    1.3447
    
    
    
    1.0627
 27




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##### 



Stock PriceEffective Date
    
    $11.52
    
    
    $15.00
    
    
    $20.00
    
    
    $25.00
    
    
    $30.00
    
    
    $35.00
    
    
    $40.00
    
    
    $45.00
    
    
    $50.00
    
    
    $60.00
    
    
    $70.00
    
    
    $80.00
    
    
    $90.00
    
    
    $100.00
    
    
    $125.00
    
    
    $150.00
    
    
    $175.00
    
    
    $200.00November 1, 2008
    
    
    39.1102
    
    
    
    29.7671
    
    
    
    26.1360
    
    
    
    19.3338
    
    
    
    14.3841
    
    
    
    11.2965
    
    
    
    9.2296
    
    
    
    7.7668
    
    
    
    6.6839
    
    
    
    5.1941
    
    
    
    4.2177
    
    
    
    3.5262
    
    
    
    3.0087
    
    
    
    2.6056
    
    
    
    1.9004
    
    
    
    1.4431
    
    
    
    1.1229
    
    
    
    0.8876November 1, 2009
    
    
    39.1102
    
    
    
    26.9981
    
    
    
    22.9177
    
    
    
    16.3003
    
    
    
    11.6978
    
    
    
    8.9625
    
    
    
    7.2071
    
    
    
    6.0065
    
    
    
    5.1411
    
    
    
    3.9805
    
    
    
    3.2346
    
    
    
    2.7100
    
    
    
    2.3177
    
    
    
    2.0116
    
    
    
    1.4733
    
    
    
    1.1214
    
    
    
    0.8736
    
    
    
    0.6904November 1, 2010
    
    
    39.1102
    
    
    
    23.8111
    
    
    
    18.8907
    
    
    
    12.4956
    
    
    
    8.3970
    
    
    
    6.1694
    
    
    
    4.8473
    
    
    
    3.9969
    
    
    
    3.4096
    
    
    
    2.6479
    
    
    
    2.1654
    
    
    
    1.8245
    
    
    
    1.5672
    
    
    
    1.3645
    
    
    
    1.0037
    
    
    
    0.7653
    
    
    
    0.5964
    
    
    
    0.4710November 1, 2011
    
    
    39.1102
    
    
    
    20.1151
    
    
    
    13.4314
    
    
    
    7.4344
    
    
    
    4.2753
    
    
    
    2.9057
    
    
    
    2.2332
    
    
    
    1.8499
    
    
    
    1.5984
    
    
    
    1.2709
    
    
    
    1.0535
    
    
    
    0.8935
    
    
    
    0.7697
    
    
    
    0.6708
    
    
    
    0.4929
    
    
    
    0.3744
    
    
    
    0.2900
    
    
    
    0.2271November 1, 2012
    
    
    39.1102
    
    
    
    18.9261
    
    
    
    2.2707
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
 provided, however
      28




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. Adjustment of Base Conversion Rate
  
  CR0
    
    =
    
    the Base Conversion Rate in effect immediately prior to the open of
business on the Ex-Dividend Date for such dividend or distribution, or the open of
business on the effective date of such share split or share combination, as the case
may be;
 29




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##### 



CR
    
    =
    
    the new Base Conversion Rate in effect immediately after the open of business
on the Ex-Dividend Date for such dividend or distribution, or the open of business on
the effective date of such share split or share combination, as the case may be;OS0
    
    =
    
    the number of shares of Common Stock outstanding immediately prior to the
open of business on the Ex-Dividend Date for such dividend or distribution, or the open
of business on the effective date of such share split or share combination, as the case
may be; andOS
    
    =
    
    the number of shares of Common Stock outstanding immediately after such
dividend or distribution, or the open of business on the effective date of such share
split or share combination, as the case may be.
   
  CR0
    
    =
    
    the Base Conversion Rate in effect immediately prior to the open of
business on the Ex-Dividend Date for such distribution;CR
    
    =
    
    the new Base Conversion Rate in effect immediately after the open of business
on the Ex-Dividend Date for such distribution;OS0
    
    =
    
    the number of shares of the Common Stock that are outstanding immediately
prior to the open of business on the Ex-Dividend Date for such distribution;
 30




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X
    
    =
    
    the total number of shares of the Common Stock issuable pursuant to such
rights or warrants; andY
    
    =
    
    the number of shares of the Common Stock equal to the aggregate price payable
to exercise such rights or warrants, divided by the average of the
Last Reported Sale Prices of Common Stock over the ten consecutive Trading
Day period ending on the Trading Day immediately preceding the Ex-Dividend
Date for such distribution of such rights or warrants.
   Distributed Property
 
  CR0
    
    =
    
    the Base Conversion Rate in effect immediately prior to the open of
business on the Ex-Dividend Date for such distribution;CR
    
    =
    
    the new Base Conversion Rate in effect immediately after the open of business
on the Ex-Dividend Date for such distribution;
 31




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SP0
    
    =
    
    the average of the Last Reported Sale Prices of the Common Stock over the
ten consecutive Trading Day period ending on the Trading Day immediately preceding the
Ex-Dividend Date for such distribution; andFMV
    
    =
    
    the fair market value (as determined by the Board of Directors or a committee
thereof) of the shares of Capital Stock, evidences of indebtedness, assets or property
distributed with respect to each outstanding share of the Common Stock on the
Ex-Dividend Date for such distribution.
 provided 0
 Spin-Off
 
  CR0
    
    =
    
    the Base Conversion Rate in effect immediately prior to the close of
business on the tenth Trading Day immediately following, and including, the effective
date of the Spin-Off;CR
    
    =
    
    the new Base Conversion Rate in effect immediately after the close of
business on the tenth Trading Day immediately following, and including, the effective
date of the Spin-Off;
 32




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FMV0

    
 =

    
    the average of the Last Reported Sale Prices of the Capital Stock or
similar equity interest distributed to holders of the Common Stock applicable to one
share of the Common Stock over the first ten consecutive Trading Day period immediately
following, and including, the effective date of the Spin-Off; andMP0
    
    
    
    the average of the Last Reported Sale Prices of the Common Stock over the
first ten consecutive Trading Day period immediately following, and including, the
effective date of the Spin-Off.
 provided
 Trigger Event
 33




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CR0
    
    =
    
    the Base Conversion Rate in effect immediately prior to the open of
business on the Ex-Dividend Date for such dividend or distribution;CR
    
    =
    
    the new Base Conversion Rate in effect immediately after the open of business
on the Ex-Dividend Date for such dividend or distribution;SP0
    
    =
    
    the Last Reported Sale Price of the Common Stock on the Trading Day
immediately preceding the Ex-Dividend Date for such dividend or distribution; andC
    
    =
    
    the amount in cash per share of Common Stock the Company so distributes to
holders of its Common Stock.
 provided
 34




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##### 



0
   
  CR0
    
    =
    
    the Base Conversion Rate in effect immediately prior to the close of
business on the last Trading Day of the period of ten consecutive Trading Days
commencing on, and including, the Trading Day next succeeding the date such tender or
exchange offer expires;CR
    
    =
    
    the new Base Conversion Rate in effect immediately after the close of
business on the last Trading Day of the period of ten consecutive Trading Days
commencing on, and including, the Trading Day next succeeding the date such tender or
exchange offer expires;AC
    
    =
    
    the aggregate value of all cash and any other consideration (as determined by
the Board of Directors or a committee thereof) paid or payable for shares of Common Stock purchased in such
tender or exchange offer;
 35




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##### 



OS0
    
    =
    
    the number of shares of Common Stock outstanding immediately prior to the
date such tender or exchange offer expires;OS
    
    =
    
    the number of shares of Common Stock outstanding immediately after the date
such tender or exchange offer expires (after giving effect to such tender offer or
exchange offer); andSP
    
    =
    
    the average of the Last Reported Sale Prices of Common Stock over the ten
consecutive Trading Day period commencing on, and including, the
Trading Day next succeeding the date such tender or exchange offer expires,
 provided
 Record Date
   36




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multiplied by
   
 37




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CR0
    
    =
    
    the Base Conversion Rate in effect immediately
prior to such adjustment;CR
    
    =
    
    the new Base Conversion Rate in effect
immediately after such adjustment;ISF0
    
    =
    
    the Incremental Share Factor, or Daily Share Cap,
as applicable, in effect immediately prior to
such adjustment; andISF
    
    =
    
    the Incremental Share Factor, or Daily Share Cap,
as applicable, in effect immediately after to
such adjustment.
   . Shares to Be Fully Paid
 . Effect of Reclassification, Consolidation, Merger or Sale
  38




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Merger
Event
   Reference Property
  39




---



##### 



provided
 provided
  Weighted Average Consideration
   . Certain Covenants
  40




---



##### 



Section 8.08 . Responsibility of Trustee
 Notice to Holders Prior to Certain Actions
   41




---



##### 



Section 8.10 . Shareholder Rights Plans
 Repurchase of Notes at Option of Holders
 Repurchase at Option of Holders.
 Repurchase Date Repurchase Price
 42




---



##### 



Company Notice
             43




---



##### 



Repurchase Notice
    provided however
 provided, however
     44




---



##### 



Repurchase at Option of Holders upon a Fundamental Change
 Fundamental Change Repurchase Date Fundamental Change Repurchase Price
 Fundamental Change Repurchase Notice
 45




---



##### 



provided
     provided however
    Fundamental Change Company Notice
 46




---



##### 



Fundamental Change Expiration Time
     47




---



##### 



Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice
     provided however
 Deposit of Repurchase Price or Fundamental Change Repurchase Price
 48




---



##### 



provided provided however
   Optional Redemption of the Notes by the Company
 Optional Redemption Redemption Date Redemption Price provided
  49




---



##### 



Selection of Notes to Be Redeemed.
   Notice of Redemption.
      50




---



##### 



Interest Reduction
 Interest Reduction.
  Interest Reduction Notification.
 Miscellaneous Provisions
 Ratification and Incorporation of Original Indenture.
 Governing Law
 Payments on Business Days
 No Security Interest Created
 51




---



##### 



Trust Indenture Act provided
 Benefits of Indenture
 Calculations
 Table of Contents, Headings, Etc.
 Execution in Counterparts
 Severability
 52




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##### 



CHAMPION ENTERPRISES, INC.By:Name:Title:By:Name:Title:WELLS FARGO BANK, N.A., as TrusteeBy:Name:
    Lynn M. SteinerTitle:
    Vice President




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EXHIBIT A
      A-1




---



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A-2




---



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No. []
    
    $[]
  Company
   provided however
 A-3




---



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provided
     A-4




---



##### 



CHAMPION ENTERPRISES, INC.By:Name:Title:By:Name:Title:  
 
 A-5




---



##### 



Notes Original
Indenture First Supplemental Indenture Indenture Trustee
    A-6




---



##### 



A-7




---



##### 



TEN COM  as tenants in common
    
    UNIF GIFT MIN ACTCustodian(Cust)TEN ENT  as tenants by the entireties(Minor)JT TEN   as joint tenants with right ofsurvivorship and not as tenants in common
    
    Uniform Gifts to Minors Act  (State)
 
 A-8




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##### 



SCHEDULE A
 
  Signature ofAmount of decrease in
    
    Amount of increase in
    
    Principal Amount of this
    
    authorized signatoryDate of
    
    Principal Amount of this
    
    Principal Amount of this
    
    Global Note following such
    
    of Trustee orExchange
    
    Global Note
    
    Global Note
    
    decrease or increase
    
    Custodian
 A-9




---



##### 



EXHIBIT B
    Dated:Signature(s)
 Signature GuaranteeSignature(s) must be guaranteed
by an eligible Guarantor Institution
(banks, stock brokers, savings and
loan associations and credit unions)
with membership in an approved
signature guarantee medallion program
pursuant to Securities and Exchange
Commission Rule 17Ad-15 if shares
of Common Stock are to be issued, or
Notes to be delivered, other than
to and in the name of the registered holder.
 B-1




---



##### 



Fill in for registration of shares if
to be issued, and Notes if to
be delivered, other than to and in the
name of the registered holder:(Name)(Street Address)(City, State and Zip Code)
Please print name and address
 Principal amount to be converted (if less
than all): $___,000NOTICE: The above signature(s) of the
holder(s) hereof must correspond with the
name as written upon the face of the Note in
every particular without alteration or
enlargement or any change whatever.Social Security or Other Taxpayer Identification Number
 B-2




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##### 



EXHIBIT C
   Company
  Dated:Signature(s)Social Security or Other Taxpayer Identification
NumberPrincipal amount to be repaid (if less than
all): $___,000NOTICE: The above signature(s) of the holder(s)
hereof must correspond with the name as written
upon the face of the Note in every particular
without alteration or enlargement or any change
whatever.
 C-1




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##### 



EXHIBIT D
  
 
 Signature(s)Signature Guarantee
 Signature(s) must be guaranteed by an
eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and
credit unions) with membership in an approved
signature guarantee medallion program pursuant
to Securities and Exchange Commission
Rule 17Ad-15 Notes are to be delivered, other
than to and in the name of the registered holder.
  D-1




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##### 



EXHIBIT E
   Company Repurchase Date
  Dated:Signature(s)Social Security or Other Taxpayer Identification NumberPrincipal amount to be repaid (if less than
all): $___,000
  E-1