**MENTOR CORPORATION**

**23⁄4%CONVERTIBLE SUBORDINATED NOTES DUE 2024**

**INDENTUREDATED AS OF DECEMBER 22, 2003**

**U.S. BANK NATIONAL ASSOCIATION,AS TRUSTEE**

**TABLE OF CONTENTS**

**Page**

ARTICLE1. DEFINITIONS AND INCORPORATION BY REFERENCE. 1

Section1.1       DEFINITIONS.1

Section1.2       OTHERDEFINITIONS.6

Section1.3       TRUSTINDENTURE ACT PROVISIONS.7

Section1.4       RULESOF CONSTRUCTION.7

ARTICLE 2. THE SECURITIES. 7

Section2.1       FORMAND DATING.7

Section2.2       EXECUTIONAND AUTHENTICATION.9

Section2.3       REGISTRAR,PAYING AGENT AND CONVERSION AGENT.9

Section2.4       PAYINGAGENT TO HOLD MONEY IN TRUST.10

Section2.5       SECURITYHOLDERLISTS.10

Section2.6       TRANSFERAND EXCHANGE.10

Section2.7       REPLACEMENTSECURITIES.11

Section2.8       OUTSTANDINGSECURITIES.11

Section2.9       TREASURYSECURITIES.12

Section2.10     TEMPORARYSECURITIES.12

Section2.11     CANCELLATION.12

Section2.12     LEGEND;ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.12

Section2.13     CUSIPNUMBERS.14

Section2.14     DEFAULTED INTERES.14

ARTICLE 3. REDEMPTION AND PURCHASES. 15

Section3.1       RIGHTTO REDEEM; NOTICE TO TRUSTEE.15

Section3.2       SELECTIONOF SECURITIES TO BE REDEEMED.15

Section3.3       NOTICEOF REDEMPTION.15

Section3.4       EFFECTOF NOTICE OF REDEMPTION.16

Section3.5       DEPOSITOF REDEMPTION PRICE.16

Section3.6       SECURITIESREDEEMED IN PART.16

Section3.7       CONVERSIONARRANGEMENT ON CALL FOR REDEMPTION.16

Section3.8       PURCHASEOF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE IN CONTROL.17

Section3.9       EFFECTOF CHANGE IN CONTROL PURCHASE NOTICE.19

Section3.10     DEPOSITOF CHANGE IN CONTROL PURCHASE PRICE.20

Section3.11     PURCHASEOF SECURITIES AT OPTION OF THE HOLDER ON SPECIFIED DATES.20

Section3.12     SECURITIESPURCHASED IN PART.23

Section3.13     COMPLIANCEWITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.23

ARTICLE 4. CONVERSION.. 24

Section4.1       CONVERSIONPRIVILEGE.24

Section4.2       CONVERSIONPROCEDURE.25

Section4.3       FRACTIONALSHARES.26

Section4.4       TAXESON CONVERSION.26

Section4.5       COMPANYTO PROVIDE STOCK.26

Section4.6       ADJUSTMENTOF CONVERSION RATE.27

Section4.7       NO ADJUSTMENT.30

Section4.8       ADJUSTMENT FOR TAX PURPOSES.30

Section4.9       NOTICE OF CONVERSION RATE ADJUSTMENT.30

Section4.10     NOTICE OF CERTAIN TRANSACTIONS.30

Section4.11     EFFECTOF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION PRIVILEGE.31

Section4.12     TRUSTEE'SDISCLAIMER.31

Section4.13     VOLUNTARYINCREASE.32

ARTICLE 5. SUBORDINATION.. 32

Section5.1       AGREEMENTOF SUBORDINATION.32

Section5.2       PAYMENTSTO HOLDERS.32

Section5.3       SUBROGATIONOF SECURITIES.34

Section5.4       AUTHORIZATIONTO EFFECT SUBORDINATION.35

Section5.5       NOTICETO TRUSTEE.35

Section5.6       TRUSTEE'SRELATION TO SENIOR INDEBTEDNESS.35

Section5.7       NOIMPAIRMENT OF SUBORDINATION.36

Section5.8       CERTAINCONVERSIONS DEEMED PAYMENT.36

Section5.9       ARTICLEAPPLICABLE TO PAYING AGENTS.36

Section5.10     SENIORINDEBTEDNESS ENTITLED TO RELY.36

ARTICLE 6. COVENANTS. 36

Section6.1       PAYMENTOF SECURITIES.36

Section6.2       SECREPORTS.37

Section6.3       COMPLIANCECERTIFICATES.37

Section6.4       FURTHERINSTRUMENTS AND ACTS.38

Section6.5       MAINTENANCEOF CORPORATE EXISTENCE.38

Section6.6       RULE144A INFORMATION REQUIREMENT.38

Section6.7       STAY,EXTENSION AND USURY LAWS.38

Section6.8       ADDITIONAL INTEREST.38

ARTICLE 7.     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER ORLEASE. 39

Section7.1       COMPANYMAY CONSOLIDATE, ETC, ONLY ON CERTAIN TERMS.39

Section7.2       SUCCESSORSUBSTITUTED.39

ARTICLE 8.     DEFAULT AND REMEDIES. 40

Section8.1       EVENTSOF DEFAULT.40

Section8.2       ACCELERATION.41

Section8.3       OTHERREMEDIES.41

Section8.4       WAIVEROF DEFAULTS AND EVENTS OF DEFAULT.42

Section8.5       CONTROLBY MAJORITY.42

Section8.6       LIMITATIONSON SUITS.42

Section8.7       RIGHTSOF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.42

Section8.8       COLLECTIONSUIT BY TRUSTEE.43

Section8.9       TRUSTEEMAY FILE PROOFS OF CLAIM.43

Section8.10     PRIORITIES.43

Section8.11     UNDERTAKINGFOR COSTS.43

ARTICLE 9. TRUSTEE. 44

Section9.1       DUTIESOF TRUSTEE.44

Section9.2       RIGHTSOF TRUSTEE.44

Section9.3       INDIVIDUALRIGHTS OF TRUSTEE.45

Section9.4       TRUSTEE'SDISCLAIMER.45

Section9.5       NOTICEOF DEFAULT OR EVENTS OF DEFAULT.46

Section9.6       REPORTSBY TRUSTEE TO HOLDERS.46

Section9.7       COMPENSATIONAND INDEMNITY.46

Section9.8       REPLACEMENTOF TRUSTEE.47

Section9.9       SUCCESSORTRUSTEE BY MERGER, ETC.47

Section9.10     ELIGIBILITY;DISQUALIFICATION.47

Section9.11     PREFERENTIALCOLLECTION OF CLAIMS AGAINST COMPANY.48

ARTICLE 10. AMENDMENTS, SUPPLEMENTS AND WAIVERS. 48

Section10.1     WITHOUTCONSENT OF HOLDERS.48

Section10.2     WITHCONSENT OF HOLDERS.48

Section10.3     COMPLIANCEWITH TRUST INDENTURE ACT.49

Section10.4     REVOCATIONAND EFFECT OF CONSENTS.49

Section10.5     NOTATIONON OR EXCHANGE OF SECURITIES.49

Section10.6     TRUSTEETO SIGN AMENDMENTS, ETC.50

Section10.7     EFFECTOF SUPPLEMENTAL INDENTURES.50

ARTICLE 11. SATISFACTION AND DISCHARGE. 50

Section11.1     SATISFACTIONAND DISCHARGE OF THE INDENTURE.50

Section11.2     APPLICATION OF TRUST MONEY.51

ARTICLE 12. MISCELLANEOUS. 51

Section12.1     TRUSTINDENTURE ACT CONTROLS.51

Section12.2     NOTICES.51

Section12.3     COMMUNICATIONSBY HOLDERS WITH OTHER HOLDERS.52

Section12.4     CERTIFICATEAND OPINION AS TO CONDITIONS PRECEDENT.52

Section12.5     RECORDDATE FOR VOTE OR CONSENT OF SECURITYHOLDERS.52

Section12.6     RULESBY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION   AGENT.52

Section12.7     LEGALHOLIDAYS.53

Section12.8     GOVERNINGLAW.53

Section12.9     NOADVERSE INTERPRETATION OF OTHER AGREEMENTS.53

Section12.10    NORECOURSE AGAINST OTHERS.53

Section12.11    SUCCESSORS.53

Section12.12    MULTIPLECOUNTERPARTS.53

Section12.13    SEPARABILITY.53

Section12.14    TABLEOF CONTENTS, HEADINGS, ETC.53

EXHIBIT A           FORMOF SECURITY

EXHIBIT B            CERTIFICATETO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED SECURITIES
 
CROSS-REFERENCE TABLE*

**TIA  SECTION**

** **

** **

**INDENTURE  SECTION**

Section

310(a)(1)......................................................................................................... 

9.10

(a)(2)............................................................................................................... 

9.10

(a)(3)............................................................................................................... 

N.A.**

(a)(4)............................................................................................................... 

N.A.

(a)(5)............................................................................................................... 

9.10

(b).................................................................................................................... 

9.8; 9.10

(c).................................................................................................................... 

N.A.

Section

311(a).............................................................................................................. 

9.11

(b).................................................................................................................... 

9.11

(c).................................................................................................................... 

N.A.

Section

312(a).............................................................................................................. 

2.5

(b).................................................................................................................... 

12.3

(c).................................................................................................................... 

12.3

Section

313(a).............................................................................................................. 

9.6

(b)(1)............................................................................................................... 

N.A.

(b)(2)............................................................................................................... 

9.6

(c).................................................................................................................... 

9.6; 12.2

(d).................................................................................................................... 

9.6

Section

314(a).............................................................................................................. 

6.2; 6.3; 12.2

(b).................................................................................................................... 

N.A.

(c)(1)............................................................................................................... 

12.4(a)

(c)(2)............................................................................................................... 

12.4(a)

(c)(3)............................................................................................................... 

N.A.

(d).................................................................................................................... 

N.A.

(e).................................................................................................................... 

12.4(b)

(f)..................................................................................................................... 

N.A.

Section

315(a).............................................................................................................. 

9.1(b)

(b).................................................................................................................... 

9.5; 12.2

(c).................................................................................................................... 

9.1(a)

(d).................................................................................................................... 

9.1(c)

(e).................................................................................................................... 

8.11

Section

316(a)(last sentence).................................................................................... 

2.9

(a)(1)(A)......................................................................................................... 

8.5

(a)(1)(B).......................................................................................................... 

8.4

(a)(2)............................................................................................................... 

N.A.

(b).................................................................................................................... 

8.7

(c).................................................................................................................... 

12.5

Section

317(a)(1)......................................................................................................... 

8.8

(a)(2)............................................................................................................... 

8.9

(b).................................................................................................................... 

2.4

_____________________* Cross-ReferenceTable shall not, for any purpose, be deemed a part of this Indenture.** N.A. means Not Applicable.
 
THIS INDENTURE dated as of December 22, 2003 is betweenMENTOR CORPORATION, a corporation duly organized under the laws of the State ofMinnesota (the "Company") and U.S. BANK NATIONAL ASSOCIATION, a nationalassociation organized and existing under the laws of United States of America,as Trustee (the "Trustee").

In consideration of the premises and the purchase of theSecurities by the Holders thereof, the parties hereto agree as follows for thebenefit of the others and for the equal and ratable benefit of the registeredHolders of the Securities.

ARTICLE1.DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1          DEFINITIONS.

"Additional Interest" means all liquidated damages thenowing pursuant to Section 5 of the Registration Rights Agreement*.*

"Affiliate" of any specified Person means any other Persondirectly or indirectly controlling or controlled by or under direct or indirectcommon control with such specified Person. For purposes of this definition, "control" (including, with correlativemeanings, the terms "controlling," "controlled by" and "under common controlwith"), as used with respect to any Person, shall mean the possession, directlyor indirectly, of the power to direct or cause the direction of the managementor policies of such Person, whether through the ownership of voting securities,by agreement or otherwise.

"Agent" means any Registrar, Paying Agent or ConversionAgent.

"Applicable Procedures" means, with respect to anytransfer or exchange of beneficial ownership interests in a Global Security,the rules and procedures of the Depositary, in each case to the extentapplicable to such transfer or exchange.

"Board of Directors" means either the board of directorsof the Company or any committee of the Board of Directors specificallyauthorized to act for it with respect to this Indenture.

"Business Day" means each day that is not a Legal Holiday.

"Capital Stock" of any Person means any and all shares,interests, rights to purchase, warrants, options, participations or otherequivalents of or interests in (however designated) equity of such Person, butexcluding any debt securities convertible into such equity.

"Cash" or "cash" means such coin or currency of the UnitedStates as at any time of payment is legal tender for the payment of public andprivate debts.

"Certificated Security" means a Security that is insubstantially the form attached hereto as Exhibit A and that doesnot include the information or the schedule called for by footnotes 1, 3and 4 thereof.

"Closing Price" of the Common Stock means, as of any dateof determination, the closing per share sale price on such date as reported byThe New York Stock Exchange, or if the Common Stock is not then quoted on TheNew York Stock Exchange, such other principal national securities exchange onwhich the Common Stock is listed, or if no closing sale price is reported, theaverage of the bid and ask prices, or if more than one in either case, theaverage of the average bid and the average asked prices, in either case, at4:00 p.m. (or such earlier time as the last sale prior to 4:00 p.m.), New Yorktime, as reported in composite transactions for the principal United Statessecurities exchange on which the Common Stock is traded.

"Common Stock" means the common stock of the Company,$0.10 par value, as it exists on the date of this Indenture and any shares ofany class or classes of capital stock of the Company resulting from anyreclassification or reclassifications thereof and which have no preference inrespect of dividends or of amounts payable in the event of any voluntary orinvoluntary liquidation, dissolution or winding-up of the Company and which arenot subject to redemption by the Company; provided, however, thatif at any time there shall be more than one such resulting class, the shares ofeach such class then so issuable on conversion ofSecurities shall be substantially in the proportion which the total number ofshares of such class resulting from all such reclassifications bears to thetotal number of shares of all such classes resulting from all suchreclassifications.

"Company" means the party named as such in the firstparagraph of this Indenture until a successor replaces it pursuant to theapplicable provisions of this Indenture, and thereafter "Company" shall meansuch successor Company.

"Conversion Rate" means, as of any date of determination,the number of shares of Common Stock into which a Security may be converted inaccordance with Article 4 hereof.

"Conversion Value" of a Security means, as of any date ofdetermination, the product of the last reported bid price of the Common Stockon that date multiplied by the Conversion Rate of that Security on that date.

"Corporate Trust Office" means the office of the Trusteeat which at any time the trust created by this Indenture shall be administered,which office at the date of the execution of this Indenture is located at 633West Fifth Street, 24th Floor, LM-CA-T24T, Los Angeles, California90071, Attention:  Corporate Trust Services (Mentor Corporation 23⁄4%Convertible Subordinated Notes due January 1, 2024), or at any other time atsuch other address as the Trustee may designate from time to time by notice tothe Company.

"Default" or "default" means, when used with respect tothe Securities, any event which is or, after notice or passage of time or both,would be an Event of Default.

"Designated Senior Indebtedness" means, with respect toany Senior Indebtedness, the obligations of the Company under such SeniorIndebtedness in which the instrument creating or evidencing such SeniorIndebtedness or the assumption or guarantee thereof (or any related agreementsor documents to which the Company is a party) expressly provides that suchIndebtedness is "designated senior indebtedness" for purposes of thisIndenture; provided that such instrument, agreement or other documentmay place limitations and conditions on the right of such Senior Indebtednessto exercise the rights of Designated Senior Indebtedness.

"Exchange Act" means the Securities and Exchange Act of1934, as amended, and the rules and regulations promulgated thereunder,as in effect from time to time.

"Extraordinary Cash Dividend" means any dividend or othercash distribution payable in respect of the Common Stock that is not a RegularCash Dividend.

"Final Maturity Date" means January 1, 2024.

"GAAP" means generally acceptedaccounting principles set forth in the opinions and pronouncements of theAccounting Principles Board of the American Institute of Certified PublicAccountants and statements and pronouncements of the Financial AccountingStandards Board or in such other statements by such other entity as have beenapproved by a significant segment of the accounting profession, which are ineffect from time to time and consistently applied.

"Global Security" means a permanent Global Security thatis in substantially the form attached hereto as Exhibit A and thatincludes the information and schedule called for by footnotes 1, 3 and 4thereof and which is deposited with the Depositary or its custodian andregistered in the name of the Depositary or its nominee.

"Holder" or "Securityholder"means the person in whose name a Security is registered on the PrimaryRegistrar's books.

"Indebtedness" means, with respect to any Person, withoutduplication, (a) all indebtedness, obligations and other liabilities(contingent or otherwise) of such Person for borrowed money (includingobligations of such Person in respect of overdrafts, foreign exchangecontracts, currency exchange agreements, interest rate protection agreements,and any loans or advances from banks, whether or not evidenced by notes orsimilar instruments) or evidenced by credit or loan agreements, bonds,debentures, notes or similar instruments (whether or not the recourse of  the lender is to the whole of the assets ofsuch Person or to only a portion thereof) (other than any trade accountspayable or other accrued current expense incurred in the ordinary course ofbusiness in connection with the obtaining of materials or services), (b) allreimbursement obligations and other liabilities (contingent or otherwise) of suchPerson with respect to letters of credit, bank guarantees or bankers'acceptances, (c) all obligations and liabilities (contingent or otherwise) ofsuch Person (i) in respect of leases of such Personrequired, in conformity with generally accepted accounting principles, to beaccounted for as capitalized lease obligations on the balance sheet of suchPerson, (ii) as lessee under other leases for facilities equipment (and relatedassets leased together therewith), whether or not capitalized, entered into orleased for financing purposes (as determined by the Company) or (iii) under anylease or related document (including a purchase agreement) in connection withthe lease of real property or improvements (or any personal property includedas part of any such lease) which provides that such Person is contractuallyobligated to purchase or cause a third party to purchase the leased propertyand thereby guarantee a minimum residual value of the leased property to the lessor and the obligations of such Person under such leaseor related document to purchase or cause to a third party to purchase suchleased property (whether or not such lease transaction is characterized as anoperating lease or a capitalized lease in accordance with generally acceptedaccounting principles), (d) all obligations (contingent or otherwise) of suchPerson with respect to any interest rate, currency or other swap, cap, floor orcollar agreement, hedge agreement, forward contract, or other similarinstrument or foreign currency hedge, exchange, purchase or similar instrumentor agreement, (e) all direct or indirect guarantees, agreements to be jointlyliable or similar agreements by such Person in respect of, and obligations orliabilities (contingent or otherwise) of such Person to purchase or otherwiseacquire or otherwise assure a creditor against loss in respect of,indebtedness, obligations or liabilities of another Person of the kinddescribed in clauses (a) through (d), (f) any indebtedness or other obligationsdescribed in clauses (a) through (e) secured by any mortgage, pledge, lien orother encumbrance existing on property which is owned or held by such Person,regardless of whether the indebtedness or other obligation secured therebyshall have been assumed by such Person, and (g) any and all deferrals,renewals, extensions and refundings of, oramendments, modifications or supplements to, any indebtedness, obligation orliability of the kind described in clauses (a) through (f).

"Indenture" means this Indenture as amended or supplementedfrom time to time pursuant to the terms of this Indenture.

"Initial Purchaser" means Credit Suisse First Boston LLC.

"Obligations"means any principal, interest, penalties, fees, indemnifications,reimbursements, damages and other liabilities payable under the documentationgoverning any Indebtedness.

"Officer" means, with respect to any Person, the Chairmanof the Board, the Chief Executive Officer, the President, the Chief OperatingOfficer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,the Controller, the Secretary or any Vice-President of such Person.

"Officers' Certificate" means a certificate signed by twoOfficers; provided, however, that for purposes ofSections 4.11 and 6.3, "Officers' Certificate" means a certificate signedby the principal executive officer, principal financial officer or principalaccounting officer of the Company and by one other Officer.

"Opinion of Counsel" means a written opinion from legalcounsel.  The counsel may be an employee of or counsel to the Company orthe Trustee.

"Person" or "person" means any individual, corporation,partnership, limited liability company, joint venture, association, joint-stockcompany, trust, unincorporated organization, government or any agency orpolitical subdivision thereof or any other entity.

"Principal" or "principal" of a debt security, includingthe Securities, means the principal of the security plus, when appropriate, thepremium, if any, on the security.

"Put Right Purchase Date" means either the 2009 PurchaseDate or the applicable 2014-2019 Purchase Date, as the case may be.

"Put Right Purchase Price" means the 2009 Purchase Priceor the 2014-2019 Purchase Price, as the case may be.

"Redemption Date" when used with respect to any Securityto be redeemed, means the date fixed for such redemption pursuant to thisIndenture.

"Redemption Price" when used with respect to any Securityto be redeemed, means the price fixed for such redemption pursuant to thisIndenture, as set forth in the form of Security annexed as Exhibit Ahereto.

"Registration Rights Agreement" means the RegistrationRights Agreement, dated as of December 22, 2003, among the Company and theInitial Purchaser.

"Regular Cash Dividends" means the regular, fixedquarterly cash dividends in respect of the Common Stock as declared by theBoard of Directors as part of the dividend payment practice or stated cashdividend policy of the Company then in effect, whether publicly announced ornot; provided that Regular Cash Dividends shall not include any otherdividends or distributions, such as any dividends designated by the Board ofDirectors as extraordinary, special or otherwise nonrecurring.

"Representative" means the (a)indenture trustee or other trustee, agent or representative for any SeniorIndebtedness or (b) with respect to any Senior Indebtedness that does not haveany such trustee, agent or other representative, (i)in the case of such Senior Indebtedness issued pursuant to an agreementproviding for voting arrangements as among the holders or owners of such SeniorIndebtedness, any holder or owner of such Senior Indebtedness acting with theconsent of the required persons necessary to bind such holders or owners ofsuch Senior Indebtedness and (ii) in the case of all other such Senior Indebtedness,the holder or owner of such Senior Indebtedness. 

"Restricted Global Security" means a Global Security thatis a Restricted Security.

"Restricted Security" means a Security required to bear the restricted legend set forth in the form ofSecurity set forth in Exhibit A of this Indenture.

"Rule 144" means Rule 144 under the SecuritiesAct or any successor to such Rule.

"Rule 144A" means Rule 144A under the SecuritiesAct or any successor to such Rule.

"SEC" means the Securities and Exchange Commission.

"Securities" means the 23⁄4% Convertible Subordinated Notesdue January 1, 2024, as amended or supplemented from time to time, that areissued under this Indenture.

"Securities Act" means the Securities Act of 1933, asamended, and the rules and regulations promulgated thereunder,as in effect from time to time.

"Securities Custodian" means the Trustee, as custodianwith respect to the Securities in global form, or any successor thereto.

"Senior Indebtedness" means the principal of, premium, ifany, interest (including all interest accruing subsequent to the commencementof any bankruptcy or similar proceeding, whether or not a claim forpost-petition interest is allowed as a claim in any such proceeding) and rentpayable on or in connection with, and all fees, costs, expenses and otheramounts accrued or due on or in connection with, Indebtedness of the Company,whether secured or unsecured, absolute or contingent, due or to become due,outstanding on the date of this Indenture or thereafter created, incurred,assumed, guaranteed or in effect guaranteed by the Company (including alldeferrals, renewals, extensions or refundings of, oramendments, modifications or supplements to, the foregoing), unless in the caseof any particular Indebtedness the instrument creating or evidencing the sameor the assumption or guarantee thereof expressly provides that suchIndebtedness shall not be senior in right of payment to the Securities orexpressly provides that such Indebtedness is "paripassu" with or "junior" to the Securities. Notwithstandingthe foregoing, the term Senior Indebtedness shall not include (1) theSecurities; (2) any Indebtedness of the Company to any of its Subsidiaries; and(3) any obligation for federal, state, local or other taxes. If any paymentmade to any holder of any Senior Indebtedness or its Representative withrespect to such Senior Indebtedness is rescinded or must otherwise be returnedby such holder or Representative upon the insolvency, bankruptcy orreorganization of the Company or otherwise, the reinstated Indebtedness of theCompany arising as a result of such rescission or return shall constituteSenior Indebtedness effective as of the date of such rescission or return.

"Significant Subsidiary" means, in respect of any Person,a Subsidiary of such Person that would constitute a "significant subsidiary" assuch term is defined under Rule 1-02 of Regulation S-X under the Securities Actor the Exchange Act.

"Subsidiary" means, in respect of any Person, anycorporation, association, partnership or other business entity of which morethan 50% of the total voting power of shares of Capital Stock or otherinterests (including partnership interests) entitled (without regard to theoccurrence of any contingency) to vote in the election of directors, managers,general partners or trustees thereof is at the time owned or controlled,directly or indirectly, by (i) such Person;(ii) such Person and one or more Subsidiaries of such Person; or(iii) one or more Subsidiaries of such Person.

"TIA" means the Trust Indenture Act of 1939, as amended,and the rules and regulations thereunder as in effecton the date of this Indenture and except to the extent any amendment to theTrust Indenture Act expressly provides for application of the Trust IndentureAct as in effect on another date.

"Trading Day" means, with respect to any security, eachMonday, Tuesday, Wednesday, Thursday and Friday, other than any day on whichsecurities are not generally traded on the principal exchange or market inwhich such security is traded.

"Trading Price" means, on any date of determination, theaverage of the secondary bid quotations per Security obtained by the ConversionAgent for $5,000,000 principal amount of Securities at approximately 3:30 p.m.,New York City time, on such determination date from three independentnationally recognized securities dealers selected by the Company; provided,that if at least three such bids cannot reasonably be obtained, but two suchbids can reasonably be obtained, then the average of these two bids shall beused; provided, further, that if at least two such bids cannotreasonably be obtained, but one such bid can reasonably be obtained, this onebid shall be used.  If the Conversion Agent cannot reasonably obtain atleast one bid for $5,000,000 principal amount of the Securities from anindependent nationally recognized securities dealer or, in the reasonablejudgment of the Company, the bid quotations are not indicative of the secondarymarket value of the Securities, then the Trading Price of such Securities willequal (a) the applicable Conversion Rate of such Securities multiplied by (b)the Closing Price of the Common Stock.

"Trustee" means the party named as such in the firstparagraph of this Indenture until a successor replaces it in accordance withthe provisions of this Indenture, and thereafter means the successor.

"Trust Officer" means, with respect to the Trustee, anyofficer assigned to the Corporate Trust Office, and also, with respect to aparticular matter, any other officer to whom such matter is referred because ofsuch officer's knowledge of and familiarity with the particular subject.

"Unrestricted Certificated Security" means a CertificatedSecurity that is not a Restricted Security.

"Unrestricted Global Security" means a Global Securitythat is not a Restricted Security.

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

"Voting Stock" of a Person means all classes of CapitalStock or other interests (including partnership interests) of such Person thenoutstanding and normally entitled (without regard to the occurrence of anycontingency) to vote in the election of directors, managers or trusteesthereof.

Section 1.2          OTHER DEFINITIONS.

**Term**

**Defined in Section**

 

"Agent Members"..........

2.1(b)

"Bankruptcy Law".................

8.1

"Change in Control"............................... 

3.8(a)

"Change in Control  Purchase Date".......................................... 

3.8(a)

"Change in Control  Purchase Notice"............................................ 

3.8(c)

"Change in Control  Purchase Price"........................................ 

3.8(a)

"Closing Price Condition"................................................. 

4.1(a)

"Company Order".......................................................................... 

2.2

"Company Put Right Notice"................................................... 

3.11(c)

"Conversion Agent"...................................................................... 

2.3

"Conversion Date"......................................... 

4.2

"Conversion Price"............................................................... 

4.1(a)

"Current Market Price"...................................................................... 

4.6(f)

"Custodian"............................................................................................................................. 

8.1

"DTC"........................................................................................... 

2.1

"Depositary"......................................................................... 

2.1

"Determination Date"...................................................................... 

4.6(d)

"Event of Default"...................................................... 

8.1

"Expiration Date"............................................................. 

4.6(e)

"Expiration Time"..................................................................... 

4.6(e)

"Legal Holiday"....................................................................................................................... 

11.7

"Legend".................................................................................................................................. 

2.12

"Paying Agent"....................................................................... 

2.3

"Payment Blockage Notice".................................................. 

5.2

"Primary Registrar"............................................................. 

2.3

"Principal Value  Conversion"................................................................ 

4.1(b)(1)

"Purchase Agreement"........................................................ 

2.1

"Purchased Shares"...................................................................... 

4.6(e)

"Put Right Purchase  Notice"........................................................................ 

3.11(a)

"QIB"......................................................................................................................................... 

2.1

"Registrar"................................................................................................................................ 

2.3

"Rights Plan"............................................................................ 

4.6(c)

"Triggering Distribution"................................................................ 

4.6(d)

"Trigger Event"........................................................................... 

4.6(c)

"2009 Purchase Date".......................................................................... 

3.11(a)

"2009 Purchase Price"................................................................................. 

3.11(a)

"2014-2019 Purchase Date"...................................................................... 

3.11(a)

"2014-2019 Purchase Price".............................................................. 

3.11(a)

Section 1.3          TRUST INDENTURE ACT PROVISIONS.

Whenever this Indenture refers to a provision of the TIA,that provision is incorporated by reference in and made a part of thisIndenture.  The Indenture shall also include those provisions of the TIArequired to be included herein by the provisions of the Trust Indenture ReformAct of 1990.  The following TIA terms used in this Indenture have thefollowing meanings:

"indenture securities" means theSecurities;

"indenture security holder" meansa Securityholder;

"indenture to be qualified" meansthis Indenture;

"indenture trustee" or"institutional trustee" means the Trustee; and

"obligor" on the indenturesecurities means the Company and any successor obligor on the Securities.

All other terms used in this Indenture that are defined inthe TIA, defined by TIA reference to another statute or defined by any SEC ruleand not otherwise defined herein have the meanings assigned to them therein.

Section 1.4          RULES OF CONSTRUCTION.

Unless the context otherwise requires:

(a)              a term has the meaningassigned to it herein;

(b)              an accounting term nototherwise defined has the meaning assigned to it in accordance with GAAP;

(c)              words in the singular includethe plural, and words in the plural include the singular;

(d)              provisions apply to successiveevents and transactions;

(e)              the term "merger" includes astatutory share exchange and the term "merged" has a correlative meaning;

(f)               the masculine gender includesthe feminine and the neuter;

(g)              references to agreements andother instruments include subsequent amendments thereto; and

(h)              "herein," "hereof" and otherwords of similar import refer to this Indenture as a whole and not to anyparticular Article, Section or other subdivision.

ARTICLE2.THE SECURITIES

Section 2.1          FORM AND DATING.

The Securities and the corresponding Trustee's certificateof authentication shall be substantially in the respective forms set forth in Exhibit A,which Exhibit is incorporated in and made part of this Indenture. The Securities may have notations, legends or endorsements required by law,stock exchange rule or usage.  The Company shall provide any suchnotations, legends or endorsements to the Trustee in writing.  Each Securityshall be dated the date of its authentication.  The Securities are beingoffered and sold by the Company pursuant to a Purchase Agreement, datedDecember 17, 2003 (the "Purchase Agreement"), between the Company and theInitial Purchaser, in transactions exempt from, or not subject to, theregistration requirements of the Securities Act.

The terms and provisions contained in the Securities willconstitute, and are hereby expressly made, a part of this Indenture and theCompany and the Trustee, by their execution and delivery of this Indenture,expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of anySecurity conflicts with the express provisions of this Indenture, the provisionsof this Indenture shall govern and be controlling.

(a)              Restricted Global Securities.   All of the Securities are initiallybeing offered and sold to qualified institutional buyers as defined inRule 144A (collectively, "QIBs" or individually,each a "QIB") in reliance on Rule 144A or topersons in offshore transactions in reliance on Regulation S under theSecurities Act and shall be issued initially in the form of one or moreRestricted Global Securities, which shall be deposited on behalf of thepurchasers of the Securities represented thereby with the Trustee, at itsCorporate Trust Office, as custodian for the depositary, The Depository TrustCompany ("DTC") (such depositary, or any successorthereto, being hereinafter referred to as the "Depositary"), and registered inthe name of its nominee, Cede & Co., duly executed by the Company andauthenticated by the Trustee as hereinafter provided.  The aggregateprincipal amount of the Restricted Global Securities may from time to time beincreased or decreased by adjustments made on the records of the SecuritiesCustodian as hereinafter provided, subject in each case to compliance with theApplicable Procedures.

(b)              Global Securities InGeneral.   Each Global Security shall representsuch of the outstanding Securities as shall be specified therein and each shallprovide that it shall represent the aggregate amount of outstanding Securitiesfrom time to time endorsed thereon and that the aggregate amount of outstandingSecurities represented thereby may from time to time be reduced or increased,as appropriate, to reflect exchanges, redemptions, purchases or conversions ofsuch Securities.  Any adjustment of the aggregate principal amount of aGlobal Security to reflect the amount of any increase or decrease in the amountof outstanding Securities represented thereby shall be made by the Trustee inaccordance with instructions given by the Holder thereof as required by Section2.12 hereof and shall be made on the records of the Trustee and the Depositary.

Members of, or participants in, the Depositary ("AgentMembers") shall have no rights under this Indenture with respect to any GlobalSecurity held on their behalf by the Depositary or under the Global Security,and the Depositary (including, for this purpose, its nominee) may be treated bythe Company, the Trustee and any agent of the Company or the Trustee as theabsolute owner and Holder of such Global Security for all purposeswhatsoever.  Notwithstanding the foregoing, nothing herein shall(A) prevent the Company, the Trustee or any agent of the Company or theTrustee from giving effect to any written certification, proxy or otherauthorization furnished by the Depositary or (B) impair, as between theDepositary and its Agent Members, the operation of customary practicesgoverning the exercise of the rights of a Holder of any Security.

(c)              Book Entry Provisions.  

The Company shall execute and the Trustee shall, inaccordance with this Section 2.1(c), authenticate and deliver initially one ormore Global Securities that (i) shall beregistered in the name of Cede & Co. or as otherwise instructed by theDepositary, (ii) shall be delivered by the Trustee to the Depositary orpursuant to the Depositary's instructions and (iii) shall bear legendssubstantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITSAGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATEISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAMEAS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITYAS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUSTCOMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ORTO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,HAS AN INTEREST HEREIN.  THIS SECURITY IS A GLOBAL SECURITY WITHIN THEMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAMEOF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY IS EXCHANGEABLE FORSECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITSNOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND,UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES INDEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THEDEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TOTHE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANYSUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSORDEPOSITARY."

Section 2.2          EXECUTION AND AUTHENTICATION.

An Officer shall sign the Securities for the Company bymanual or facsimile signature.  Typographic and other minor errors ordefects in any such facsimile signature shall not affect the validity orenforceability of any Security which has been authenticated and delivered bythe Trustee.

If an Officer whose signature is on a Security no longerholds that office at the time the Trustee authenticates the Security, theSecurity shall be valid nevertheless.

A Security shall not be valid until an authorizedsignatory of the Trustee manually signs the certificate of authentication onthe Security.  The signature shall be conclusive evidence that theSecurity has been authenticated under this Indenture.

The Trustee shall authenticate and make available fordelivery Securities for original issue in the aggregate principal amount of upto $150,000,000 upon receipt of a written order or orders of the Company signedby an Officer of the Company (a "Company Order").  Each Company Ordershall specify the amount of Securities to be authenticated, shall provide thatall such Securities will be represented by a Restricted Global Security and thedate on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may notexceed $150,000,000 except as provided in Section 2.7.

The Trustee shall act as the initial authenticatingagent.  Thereafter, the Trustee may appoint an authenticating agentacceptable to the Company to authenticate Securities.  An authenticatingagent may authenticate Securities whenever the Trustee may do so.  Eachreference in this Indenture to authentication by the Trustee includesauthentication by such agent.  An authenticating agent shall have the samerights as an Agent to deal with the Company or an Affiliate of the Company.

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

Section 2.3          REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

The Company shall maintain one or more offices or agencieswhere Securities may be presented for registration of transfer or for exchange(each, a "Registrar"), one or more offices or agencies where Securities may bepresented for payment (each, a "Paying Agent"), one or more offices or agencieswhere Securities may be presented for conversion (each, a "Conversion Agent")and one or more offices or agencies where notices and demands to or upon theCompany in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent,Registrar and an office or agency where notices and demands to or upon theCompany in respect of the Securities and this Indenture may be served in theBorough of Manhattan, The City of New York.  One of the Registrars (the"Primary Registrar") shall keep a register of the Securities and of theirtransfer and exchange.

The Company shall enter into an appropriate agencyagreement with any Agent not a party to this Indenture.  The agreementshall implement the provisions of this Indenture that relate to suchAgent.  The Company shall notify the Trustee of the name and address ofany Agent not a party to this Indenture.  If the Company fails to maintaina Registrar, Paying Agent, Conversion Agent or agent for service of notices anddemands in any place required by this Indenture, or fails to give the foregoingnotice, the Trustee shall act as such.  The Company or any Affiliate ofthe Company may act as Paying Agent (except for the purposes ofSection 6.1).

The Company hereby initially designates the Trustee asPaying Agent, Registrar, Primary Registrar, Custodian and Conversion Agent, andeach of the Corporate Trust Office of the Trustee and the office or agency ofthe Trustee in the Borough of Manhattan, The City of New York, one such officeor agency of the Company for each of the aforesaid purposes.

Section 2.4          PAYING AGENT TO HOLD MONEY IN TRUST.

Prior to 11:00 a.m., New York City time, on each due dateof the principal of or interest or premium or Additional Interest, if any, onany Securities, the Company shall deposit with a Paying Agent a sum sufficientto pay such principal, premium, interest or Additional Interest, if any, sobecoming due.  Subject to Section 5.2, the Paying Agent shall hold intrust for the benefit of Securityholders and theTrustee all money held by the Paying Agent for the payment of principal of orinterest and Additional Interest, if any, on the Securities, and shall notifythe Trustee of any default by the Company (or any other obligor on theSecurities) in making any such payment.  If the Company or an Affiliate ofthe Company acts as Paying Agent, it shall, before 11:00 a.m., New York Citytime, on each due date of the principal of or interest and Additional Interest,if any, on any Securities, segregate the money and hold it as a separate trustfund.  The Company at any time may require a Paying Agent to pay all moneyheld by it to the Trustee, and the Trustee may at any time during thecontinuance of any default, upon written request to a Paying Agent, requiresuch Paying Agent to pay forthwith to the Trustee all sums so held in trust bysuch Paying Agent.  Upon doing so, the Paying Agent (other than theCompany) shall have no further liability for the money.

Section 2.5          SECURITYHOLDER LISTS.

The Trustee shall preserve in as current a form as isreasonably practicable the most recent list available to it of the names andaddresses of the Securityholders.  If theTrustee is not the Primary Registrar, the Company shall furnish to the Trusteeon or before each semiannual interest payment date, and at such other times as the Trustee may request inwriting, a list in such form and as of such date as the Trustee may reasonablyrequire of the names and addresses of the Securityholders.

Section 2.6          TRANSFER AND EXCHANGE.

(a)              Subject to compliance with any applicable additionalrequirements contained in Section 2.12, when a Security is presented to aRegistrar with a request to register a transfer thereof or to exchange suchSecurity for an equal principal amount of Securities of other authorizeddenominations, the Registrar shall register the transfer or make the exchangeas requested; provided, however, that every Security presented orsurrendered for registration of transfer or exchange shall be duly endorsed oraccompanied by an assignment form and, if applicable, a transfer certificateeach in the form included in Exhibit A, and in form satisfactory tothe Registrar duly executed by the Holder thereof or its attorney dulyauthorized in writing.  To permit registration of transfers and exchanges,upon surrender of any Security for registration of transfer or exchange at anoffice or agency maintained pursuant to Section 2.3, the Company shallexecute and the Trustee shall authenticate Securities of a like aggregateprincipal amount at the Registrar's request.  Any exchange or transfershall be without charge, except that the Company or the Registrar may requirepayment of a sum sufficient to cover any tax or other governmental charge thatmay be imposed in relation thereto; and provided, that this sentenceshall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.6,3.12, 4.2 (last paragraph) or 10.5.

Neither the Company, any Registrar nor the Trustee shallbe required to exchange or register a transfer of (i) anySecurities for a period of 15 days next preceding any mailing of a notice ofSecurities to be redeemed, (ii) any Securities or portions thereofselected or called for redemption (except, in the case of redemption of aSecurity in part, the portion thereof not to be redeemed) or (iii) anySecurities or portions thereof in respect of which a Change in Control PurchaseNotice has been delivered and not withdrawn by the Holder thereof (except, inthe case of the purchase of a Security in part, the portion thereof not to bepurchased).

All Securities issued upon any transfer or exchange ofSecurities shall be valid obligations of the Company, evidencing the same debtand entitled to the same benefits under this Indenture, as the Securitiessurrendered upon such transfer or exchange.

(b)              Any Registrar appointed pursuant to Section 2.3hereof shall provide to the Trustee such information as the Trustee mayreasonably require in connection with the delivery by such Registrar ofSecurities upon transfer or exchange of Securities.

(c)              Each Holder of a Security agrees to indemnify theCompany and the Trustee and each Agent against any liability that may resultfrom the transfer, exchange or assignment of such Holder's Security inviolation of any provision of this Indenture and/or applicable United Statesfederal or state securities law.

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

Section 2.7          REPLACEMENT SECURITIES.

If any mutilated Security is surrendered to the Company, aRegistrar or the Trustee, or the Company, a Registrar and the Trustee receiveevidence to their satisfaction of the destruction, loss or theft of anySecurity, and there is delivered to the Company, the applicable Registrar andthe Trustee such security or indemnity as will be required by them to save eachof them harmless, then, in the absence of notice to the Company, such Registraror the Trustee that such Security has been acquired by a bona fide purchaser,the Company shall execute, and upon its written request the Trustee shallauthenticate and deliver, in exchange for any such mutilated Security or inlieu of any such destroyed, lost or stolen Security, a new Security of liketenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolenSecurity has become or is about to become due and payable, or is about to beredeemed or purchased by the Company pursuant to Article 3, the Company inits discretion may, instead of issuing a new Security, pay, redeem or purchasesuch Security, as the case may be.

Upon the issuance of any new Securities under thisSection 2.7, the Company may require the payment of a sum sufficient tocover any tax or other governmental charge that may be imposed in relationthereto and any other reasonable expenses (including the reasonable fees andexpenses of the Trustee or the Registrar) in connection therewith.

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

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

Section 2.8          OUTSTANDING SECURITIES.

Securities outstanding at any time are all Securitiesauthenticated by the Trustee, except for those canceled by it, those convertedpursuant to Article 4, those delivered to it for cancellation or surrenderedfor transfer or exchange and those described in this Section 2.8 as notoutstanding.

If a Security is replaced pursuant to Section 2.7, itceases to be outstanding unless the Company receives, subsequent to the newSecurity's authentication, proof satisfactory to the Company that the replacedSecurity is held by a bona fide purchaser.

If a Paying Agent (other than the Company or an Affiliateof the Company) holds on a Redemption Date, a Change in Control Purchase Date,a Put Right Purchase Date or the Final Maturity Date money sufficient to paythe principal of (including premium, if any) and accrued Interest, includingAdditional Interest, if any, on Securities (or portions thereof) payable onthat date, then on and after such Redemption Date, Change in Control PurchaseDate, Put Right Purchase Date or the Final Maturity Date, as the case may be,such Securities (or portions thereof, as the case may be) shall cease to beoutstanding and interest on them shall cease to accrue; provided, thatif such Securities are to be redeemed, notice of such redemption has been dulygiven pursuant to this Indenture or provision therefore satisfactory to theTrustee has been made.

Subject to the restrictions contained in Section 2.9,a Security does not cease to be outstanding because the Company or an Affiliateof the Company holds the Security.

Section 2.9          TREASURY SECURITIES.

In determining whether the Holders of the requiredprincipal amount of Securities have concurred in any notice, direction, waiveror consent, Securities owned by the Company or any other obligor on theSecurities or by any Affiliate of the Company or of such other obligor shall bedisregarded, except that, for purposes of determining whether the Trustee shallbe protected in relying on any such notice, direction, waiver or consent, onlySecurities which a Trust Officer of the Trustee actually knows are so ownedshall be so disregarded.  Securities so owned which have been pledged ingood faith shall not be disregarded if the pledgeeestablishes to the satisfaction of the Trustee the pledgee'sright so to act with respect to the Securities and that the pledgeeis not the Company or any other obligor on the Securities or any Affiliate ofthe Company or of such other obligor.

Section 2.10      TEMPORARY SECURITIES.

Until definitive Securities are ready for delivery, theCompany may prepare and execute, and, upon receipt of a Company Order, theTrustee shall authenticate and deliver, temporary Securities.  TemporarySecurities shall be substantially in the form of definitive Securities but may havevariations that the Company with the consent of the Trustee considersappropriate for temporary Securities.  Without unreasonable delay, theCompany shall prepare and the Trustee shall authenticate and deliver definitiveSecurities in exchange for temporary Securities.

Section 2.11      CANCELLATION.

The Company at any time may deliver Securities to theTrustee for cancellation.  The Registrar, the Paying Agent and theConversion Agent shall forward to the Trustee or its agent any Securitiessurrendered to them for transfer, exchange, redemption, payment orconversion.  The Trustee and no one else shall cancel, in accordance withits standard procedures, all Securities surrenderedfor transfer, exchange, redemption, payment, conversion or cancellation andshall deliver the canceled Securities to the Company.  All Securities thatare redeemed, purchased or otherwise acquired by the Company or any of itsSubsidiaries prior to the Final Maturity Date shall be delivered to the Trusteefor cancellation, and the Company may not hold or resell such Securities orissue any new Securities to replace any such Securities or any Securities thatany Holder has converted pursuant to Article 4.  Without limitationto the foregoing, any Securities acquired by any investment bankers or otherpurchasers pursuant to Section 3.7 shall be surrendered for conversion andthereafter cancelled, and may not be reoffered, soldor otherwise transferred.

Section 2.12      LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.

(a)              If Securities are issued upon the transfer, exchange orreplacement of Securities subject to restrictions on transfer and bearing thelegends set forth on the forms of Securities attached hereto as Exhibit A(collectively, the "Legend"), or if a request is made to remove the Legend on aSecurity, the Securities so issued shall bear the Legend, or the Legend shallnot be removed, as the case may be, unless there is delivered to the Companyand the Registrar such satisfactory evidence, which shall include an opinion ofcounsel if requested by the Company or such Registrar, as may be reasonablyrequired by the Company and the Registrar, that neither the Legend nor therestrictions on transfer set forth therein are required to ensure thattransfers thereof comply with the provisions of Rule 144A or Rule 144 under theSecurities Act or that such Securities are not "restricted" within the meaningof Rule 144 under the Securities Act; provided that no such evidenceneed be supplied in connection with the sale of such Security pursuant to aregistration statement that is effective at the time of such sale.  Upon (i) provision of such satisfactory evidence ifrequested, or (ii) notification by the Company to the Trustee andRegistrar of the sale of such Security pursuant to a registration statementthat is effective at the time of such sale, the Trustee, at the writtendirection of the Company, shall authenticate and deliver a Security that doesnot bear the Legend.  If the Legend is removed from the face of a Securityand the Security is subsequently held by an Affiliate of the Company, theLegend shall be reinstated.

(b)              A Global Security may not be transferred, in whole orin part, to any Person other than the Depositary or a nominee or any successorthereof, and no such transfer to any such other Person may be registered; providedthat the foregoing shall not prohibit any transfer of a Security that is issuedin exchange for a Global Security but is not itself a Global Security.  Notransfer of a Security to any Person shall be effective under this Indenture orthe Securities unless and until such Security has been registered in the nameof such Person.  Notwithstanding any other provisions of this Indenture orthe Securities, transfers of a Global Security, in whole or in part, shall bemade only in accordance with this Section 2.12.

(c)              Subject to the succeeding paragraph, every Securityshall be subject to the restrictions on transfer provided in the Legend otherthan a Restricted Global Security.  Whenever any Restricted Security otherthan a Restricted Global Security is presented or surrendered for registrationof transfer or for exchange for a Security registered in a name other than thatof the Holder, such Security must be accompanied by a certificate insubstantially the form set forth in Exhibit B, dated the date of suchsurrender and signed by the Holder of such Security, as to compliance with suchrestrictions on transfer.  The Registrar shall not be required to acceptfor such registration of transfer or exchange any Security not so accompaniedby a properly completed certificate.

(d)              The restrictions imposed by the Legend upon thetransferability of any Security shall cease and terminate when such Securityhas been sold pursuant to an effective registration statement under theSecurities Act or transferred in compliance with Rule 144 under the SecuritiesAct (or any successor provision thereto) or, if earlier, upon the expiration ofthe holding period applicable to sales thereof under Rule 144(k) under theSecurities Act (or any successor provision).  Any Security as to whichsuch restrictions on transfer shall have expired in accordance with their termsor shall have terminated may, upon a surrender of such Security for exchange tothe Registrar in accordance with the provisions of this Section 2.12(accompanied, in the event that such restrictions on transfer have terminatedby reason of a transfer in compliance with Rule 144 or any successor provision,by, if requested by the Company, the Trustee or the Registrar, an opinion ofcounsel reasonably acceptable to the Company, addressed to the Company and inform acceptable to the Company, to the effect that the transfer of suchSecurity has been made in compliance with Rule 144 or such successorprovision), be exchanged for a new Security, of like tenor and aggregateprincipal amount, which shall not bear the restrictive Legend.  TheCompany shall inform the Trustee of the effective date of any registrationstatement registering the Securities under the Securities Act. 

(e)              As used in the preceding two paragraphs of this Section2.12, the term "transfer" encompasses any sale, pledge, transfer, hypothecationor other disposition of any Security.

(f)               The provisions of clauses (i),(ii), (iii) and (iv) below shall apply only to GlobalSecurities:

(i)                  Notwithstanding any other provisions of this Indentureor the Securities, a Global Security shall not be exchanged in whole or in partfor a Security registered in the name of any Person other than the Depositaryor one or more nominees thereof; provided that a Global Security may beexchanged for Securities registered in the names of any person designated bythe Depositary in the event that (A) the Depositary has notified theCompany that it is unwilling or unable to continue as Depositary for suchGlobal Security or such Depositary has ceased to be a "clearing agency"registered under the Exchange Act, and a successor Depositary is not appointedby the Company within 90 days, (B) the Company has provided the Depositarywith written notice that it has decided to discontinue use of the system ofbook-entry transfer through the Depositary or any successor Depositary or(C) an Event of Default has occurred and is continuing with respect to theSecurities.  Any Global Security exchanged pursuant to clauses (A) or (B)above shall be so exchanged in whole and not in part, and any Global Securityexchanged pursuant to clause (C) above may be exchanged in whole or fromtime to time in part as directed by the Depositary.  Any Security issuedin exchange for a Global Security or any portion thereof shall be a GlobalSecurity; provided that any such Security so issued that is registeredin the name of a Person other than the Depositary or a nominee thereof shallnot be a Global Security.

(ii)                Securities issued in exchange for a Global Security orany portion thereof shall be issued in definitive, fully registered form,without interest coupons, shall have an aggregate principal amount equal tothat of such Global Security or portion thereof to be so exchanged, shall beregistered in such names and be in such authorized denominations as theDepositary shall designate and shall bear the applicable legends provided forherein.  Any Global Security to be exchanged in whole shall be surrenderedby the Depositary to the Trustee, as Registrar.  With regard to any GlobalSecurity to be exchanged in part, either such Global Security shall be sosurrendered for exchange or, if the Trustee is acting as custodian for theDepositary or its nominee with respect to such Global Security, the principalamount thereof shall be reduced, by an amount equal to the portion thereof tobe so exchanged, by means of an appropriate adjustment made on the records ofthe Trustee.  Upon any such surrender or adjustment, the Trustee shallauthenticate and deliver the Security issuable onsuch exchange to or upon the order of the Depositary or an authorizedrepresentative thereof.

(iii)               The registered Holder may grant proxies and otherwiseauthorize any Person, including Agent Members and persons that may holdinterests through Agent Members, to take any action which a Holder is entitledto take under this Indenture or the Securities.

(iv)              In the event of the occurrence of any of the eventsspecified in clause (i) above, the Company willpromptly make available to the Trustee a reasonable supply of CertificatedSecurities in definitive, fully registered form, without interest coupons.

Section 2.13      CUSIP NUMBERS.

The Company in issuing the Securities may use one or more"CUSIP" numbers (if then generally in use), and, ifso, the Trustee shall use "CUSIP" numbers in noticesof redemption or purchase as a convenience to Holders; provided that anysuch notice may state that no representation is made as to the correctness ofsuch numbers either as printed on the Securities or as contained in any noticeof a redemption or purchase and that reliance may be placed only on the otheridentification numbers printed on the Securities, and any such redemption orpurchase shall not be affected by any defect in or omission of suchnumbers.  The Company will promptly notify the Trustee of any change inthe "CUSIP" numbers.

Section 2.14      DEFAULTED INTEREST.

If the Company defaults in a payment of interest on theSecurities, it will pay the defaulted interest in any lawful manner plus, tothe extent lawful, interest payable on the defaulted interest, to the Personswho are Holders on a subsequent special record date, in each case at the rateprovided in the Securities and in Section 6.1 hereof.  The Company will notify the Trustee inwriting of the amount of defaulted interest proposed to be paid on each Securityand the date of the proposed payment. The Company will fix or cause to be fixed each such special record dateand payment date, provided thatno such special record date may be less than 10 days prior to the relatedpayment date for such defaulted interest. At least 15 days before the special record date, the Company (or, uponthe written request of the Company, the Trustee in the name and at the expenseof the Company) will mail or cause to be mailed to Holders a notice that statesthe special record date, the related payment date and the amount of suchinterest to be paid.

ARTICLE3.REDEMPTION AND PURCHASES

Section 3.1          RIGHT TO REDEEM; NOTICE TO TRUSTEE.

The Securities may be redeemed at the election of theCompany, as a whole or from time to time in part, at the times and at theRedemption Prices specified in paragraph 5 of the form of Securityattached hereto as Exhibit A, together with accrued interest andAdditional Interest, if any, up to, but not including, the Redemption Date; providedthat if the Redemption Date falls after an interest payment record date and onor before an interest payment date, then interest will be payable to theHolders in whose name the Securities are registered at the close of business onthe interest payment record date.

If the Company elects to redeem Securities pursuant tothis Section 3.1 and paragraph 5 of the Securities, it shall notifythe Trustee at least 45 days prior to the Redemption Date as fixed by theCompany (unless a shorter notice shall be satisfactory to the Trustee) of theRedemption Date and the principal amount of Securities to be redeemed.  Iffewer than all of the Securities are to be redeemed, the record date relatingto such redemption shall be selected by the Company and given to the Trustee,which record date shall not be less than ten days after the date of notice tothe Trustee.

Section 3.2          SELECTION OF SECURITIES TO BE REDEEMED.

If less than all of the Securities are to be redeemed,unless the procedures of the Depositary provide otherwise, the Trustee shall,at least 30 days but not more than 60 days prior to the Redemption Date,select the Securities to be redeemed.  The Trustee shall make theselection from the Securities outstanding and not previously called forredemption, by lot, or in its discretion, on a pro rata basis or otherwise inaccordance with the applicable procedures of the Depositary.  Securitiesin denominations of $1,000 may only be redeemed in whole.  The Trustee mayselect for redemption portions (equal to $1,000 or any integral multiple thereof)of the principal of Securities that have denominations larger than$1,000.  Provisions of this Indenture that apply to Securities called forredemption also apply to portions of Securities called for redemption.

If any Security selected for partial redemption isconverted in part before termination of the conversion right with respect tothe portion of the Security so selected, the converted portion of such Securityshall be deemed to be the portion selected for redemption.  Securitieswhich have been converted subsequent to the Trustee commencing selection ofSecurities to be redeemed but prior to redemption of such Securities shall betreated by the Trustee as outstanding for the purpose of such selection.

Section 3.3          NOTICE OF REDEMPTION.

At least 30 days but not more than 60 days before aRedemption Date, the Company shall mail or cause to be mailed a notice ofredemption to each Holder of Securities to be redeemed at such Holder's addressas it appears on the Primary Registrar's books.

The notice shall identifythe Securities (including CUSIP numbers) to beredeemed and shall state:

(1)              the Redemption Date;

(2)              the Redemption Price;

(3)              the then current ConversionRate;

(4)              the name and address of eachPaying Agent and Conversion Agent;

(5)              that Securities called forredemption must be presented and surrendered to a Paying Agent to collect theRedemption Price;

(6)              that Holders who wish to convert Securities mustsurrender such Securities for conversion no later than the close of business onthe Business Day immediately preceding the Redemption Date and must satisfy theother requirements set forth in paragraph 9 of the Securities and Article4 hereof;

(7)              that, unless the Company defaults in making the paymentof the Redemption Price, interest on Securities called for redemption shallcease accruing on and after the Redemption Date and the only remaining right ofthe Holder shall be to receive payment of the Redemption Price plus accruedinterest and Additional Interest, if any, upon presentation and surrender to aPaying Agent of the Securities; and

(8)              if any Security is being redeemed in part, the portionof the principal amount of such Security to be redeemed and that, after theRedemption Date, upon presentation and surrender of such Security, a newSecurity or Securities in aggregate principal amount equal to the unredeemedportion thereof will be issued.

If any of the Securities to be redeemed is in the form ofa Global Security, then the Company shall modify such notice to the extentnecessary to accord with the procedures of the Depositary applicable toredemptions.  At the Company's written request, which request shall (i) be irrevocable once given and (ii) set forthall relevant information required by clauses (1) through (8) of thepreceding paragraph, the Trustee shall give the notice of redemption to eachHolder in the Company's name and at the Company's expense.

Section 3.4          EFFECT OF NOTICE OF REDEMPTION.

Once notice of redemption is mailed, Securities called forredemption become due and payable on the Redemption Date and at the RedemptionPrice stated in the notice, together with accrued interest and AdditionalInterest, if any, except Securities that are converted in accordance with theprovisions of Article 4.  On or after theRedemption Date and upon presentation and surrender to a Paying Agent, Securitiescalled for redemption shall be paid at the Redemption Price, plus accruedinterest and Additional Interest, if any, up to but not including theRedemption Date; provided that if the Redemption Date is an interestpayment date, interest will be payable to the Holders in whose names theSecurities are registered on the Redemption Date.

Section 3.5          DEPOSIT OF REDEMPTION PRICE.  

Prior to 11:00a.m. New York City time, on the Redemption Date, the Company shalldeposit with a Paying Agent (or, if the Company acts as Paying Agent, shallsegregate and hold in trust) an amount of money (in immediately available fundsif deposited on such Redemption Date) sufficient to pay the Redemption Price ofand accrued interest and Additional Interest, if any, on all Securities to be redeemedon that date, other than Securities or portions thereof called for redemptionon that date which have been delivered by the Company to the Trustee forcancellation or have been converted.  The Paying Agent shall as promptlyas practicable return to the Company any money not required for that purposebecause of the conversion of Securities pursuant to Article 4 or, if suchmoney is then held by the Company in trust and is not required for suchpurpose, it shall be discharged from the trust.

Section 3.6          SECURITIES REDEEMED IN PART.

Upon presentation and surrender of a Security that isredeemed in part, the Company shall execute and the Trustee shall authenticateand deliver to the Holder a new Security equal in principal amount to theunredeemed portion of the Security surrendered.

Section 3.7          CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

In connection with any redemption of Securities, theCompany may arrange for the purchase and conversion of any Securities calledfor redemption by an agreement with one or more investment bankers or otherpurchasers to purchase such Securities by paying to a Paying Agent (other thanthe Company or any of its Affiliates) in trust for the Holders, on or before11:00 a.m. New York City time on the Redemption Date, an amount that, togetherwith any amounts deposited with such Paying Agent by the Company for theredemption of such Securities, is not less than the Redemption Price, togetherwith interest accrued and Additional Interest, if any, to, but not including,the Redemption Date, of such Securities.  Notwithstanding anything to thecontrary contained in this Article 3, the obligation of the Company to paythe Redemption Price of such Securities, including all accrued interest andAdditional Interest, if any, shall be deemed to be satisfied and discharged tothe extent such amount is so paid by such purchasers; provided,however, that nothing in this Section 3.7 shall relieve the Company ofits obligation to pay the Redemption Price, plus accrued interest andAdditional Interest, if any, to but excluding the relevant Redemption Date, onSecurities called for redemption.  If such an agreement with one or moreinvestment banks or other purchasers is entered into, any Securities called forredemption and not surrendered for conversion by the Holders thereof prior tothe relevant Redemption Date may, at the option of the Company upon writtennotice to the Trustee, be deemed, to the fullest extent permitted by law,acquired by such purchasers from such Holders and (notwithstanding anything tothe contrary contained in Article 4) surrendered by such purchasers forconversion, all as of 11:00 a.m. New York City time on theRedemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities areselected for redemption any such amount paid to it for purchase in the samemanner as it would money deposited with it by the Company for the redemption ofSecurities.  Without the Paying Agent's prior written consent, noarrangement between the Company and such purchasers for the purchase andconversion of any Securities shall increase or otherwise affect any of thepowers, duties, responsibilities or obligations of the Paying Agent as setforth in this Indenture, and the Company agrees to indemnify the Paying Agentand Trustee from, and hold it harmless against, any loss, liability or expensearising out of or in connection with any such arrangement for the purchase andconversion of any Securities between the Company and such purchasers, includingthe costs and expenses incurred by the Paying Agent in the defense of any claimor liability arising out of or in connection with the exercise or performanceof any of its powers, duties, responsibilities or obligations under thisIndenture.

Section 3.8          PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE INCONTROL.

(a)              If at any time that Securities remain outstanding thereshall occur a Change in Control, Securities shall be purchased by the Companyat the option of the Holders, as of the date that is 30 Business Daysafter the occurrence of the Change in Control (the "Change in Control PurchaseDate") at a purchase price equal to 100% of the principal amount of theSecurities, together with accrued and Additional Interest, if any, to, butexcluding, the Change in Control Purchase Date (the "Change in Control PurchasePrice"), subject to satisfaction by or on behalf of any Holder of therequirements set forth in subsection (c) of this Section 3.8.

A "Change in Control" shall be deemed to have occurred ifany of the following occurs after the date hereof:

(1)              any "person" or "group" (as such terms are definedbelow) is or becomes the "beneficial owner" (as defined below), directly orindirectly, of shares of Voting Stock of the Company representing 50% or moreof the total voting power of all outstanding classes of Voting Stock of theCompany or has the power, directly or indirectly, to elect a majority of themembers of the Board of Directors of the Company; or

(2)              the Company consolidates with, or merges with or into, anotherPerson or the Company sells, assigns, conveys, transfers, leases or otherwisedisposes of all or substantially all of the assets of the Company, or anyPerson consolidates with, or merges with or into, the Company, in any suchevent other than pursuant to a transaction in which the Persons that"beneficially owned" (as defined below), directly or indirectly, shares ofVoting Stock of the Company immediately prior to such transaction "beneficiallyown" (as defined below), directly or indirectly, shares of Voting Stock of theCompany representing at least a majority of the total voting power of alloutstanding classes of Voting Stock of the surviving or transferee Person; or

(3)              the holders of capital stockof the Company approve any plan or proposal for the liquidation or dissolutionof the Company (whether or not otherwise in compliance with the terms hereof).

For the purpose of the definitionof "Change in Control", (i) "person" and "group"have the meanings given to them for purposes of Section 13(d) and 14(d) ofthe Exchange Act or any successor provisions, and the term "group" includes anygroup acting for the purpose of acquiring, holding or disposing of securitieswithin the meaning of Rule 13d-5(b)(1) under the Exchange Act (or anysuccessor provision thereto), (ii) a "beneficial owner" shall bedetermined in accordance with Rule 13d-3 under the Exchange Act, as ineffect on the date of this Indenture, except that the number of shares ofVoting Stock of the Company shall be deemed to include, in addition to alloutstanding shares of Voting Stock of the Company and UnissuedShares (as defined below) deemed to be held by the "person" or "group" (as suchterms are defined above) or other Person with respect to which the Change inControl determination is being made, all UnissuedShares deemed to be held by all other Persons, and (iii) the terms"beneficially owned" and "beneficially own" shall have meanings correlative tothat of "beneficial owner."  The term "Unissued Shares" means shares of Voting Stock of theCompany not outstanding that are subject to options, warrants, rights topurchase or conversion privileges exercisable within 60 days of the date ofdetermination of a Change in Control.

Notwithstanding anything to the contrary set forth in thisSection 3.8, a Change in Control will not be deemed to have occurred if either:

(1)   the Closing Price of the Common Stock for anyfive (5) Trading Days during the ten Trading Days immediately preceding theChange in Control is at least equal to 105% of the Conversion Price in effecton such Trading Day; or

(2)   in the case of a merger or consolidation, all ofthe consideration (excluding cash payments for fractional shares and cashpayments made pursuant to dissenters' appraisal rights) in the merger orconsolidation otherwise constituting a Change in Control consists of shares ofcommon stock traded on a United States national securities exchange or quotedon The Nasdaq National Market (or which will be sotraded or quoted immediately following such merger or consolidation) and as aresult of such merger or consolidation the Securities become convertible solelyinto such common stock.

(b)              Within 10 Business Days after the occurrence of aChange in Control, the Company shall mail a written notice of the Change inControl to the Trustee and to each Holder (and to beneficial owners as requiredby applicable law).  The notice shall include the form of a Change inControl Purchase Notice to be completed by the Holder and shall state:

(1)              the date of such Change inControl and, briefly, the events causing such Change in Control;

(2)              the date by which the Changein Control Purchase Notice pursuant to this Section 3.8 must be given;

(3)              the Change in Control PurchaseDate;

(4)              the Change in Control PurchasePrice;

(5)              the Holder's right to requirethe Company to purchase the Securities;

(6)              briefly, the conversion rightsof the Securities;

(7)              the name and address of eachPaying Agent and Conversion Agent;

(8)              the Conversion Rate and anyadjustments thereto;

(9)              that Securities as to which aChange in Control Purchase Notice has been given may be converted into CommonStock pursuant to Article 4 of this Indenture only to the extent that theChange in Control Purchase Notice has been withdrawn in accordance with theterms of this Indenture;

(10)           the procedures that the Holdermust follow to exercise rights under this Section 3.8;

(11)           the procedures for withdrawinga Change in Control Purchase Notice, including a form of notice of withdrawal;and

(12)           that the Holder must satisfythe requirements set forth in the Securities in order to convert theSecurities.

If any of the Securities is in the form of a GlobalSecurity, then the Company shall modify such notice to the extent necessary toaccord with the procedures of the Depositary applicable to the repurchase ofGlobal Securities.

At the Company's request, the Trustee shall give notice ofsuch Change in Control on behalf of the Company and at the Company's expense; provided,however, that, in all cases, the text of such notice shall be prepared by theCompany.

(c)              A Holder may exercise its rights specified insubsection (a) of this Section 3.8 upon delivery of a written notice(which shall be in substantially the form included in Exhibit A heretoand which may be delivered by letter, overnight courier, hand delivery,facsimile transmission or in any other written form and, in the case of GlobalSecurities, may be delivered electronically or by other means in accordancewith the Depositary's customary procedures) of the exercise of such rights (a"Change in Control Purchase Notice") to any Paying Agent at any time prior tothe close of business on the Business Day next preceding the Change in ControlPurchase Date.

The delivery of such Security to any Paying Agent(together with all necessary endorsements) at the office of such Paying Agentshall be a condition to the receipt by the Holder of the Change in ControlPurchase Price therefor.

The Company shall purchase from the Holder thereof,pursuant to this Section 3.8, a portion of a Security if the principal amountof such portion is $1,000 or an integral multiple of $1,000.  Provisionsof the Indenture that apply to the purchase of all of a Security pursuant toSections 3.8 through 3.13 also apply to the purchase of such portion of suchSecurity.

Notwithstanding anything herein to the contrary, anyHolder delivering to a Paying Agent the Change in Control Purchase Noticecontemplated by this subsection (c) shall have the right to withdraw suchChange in Control Purchase Notice in whole or in a portion thereof that is aprincipal amount of $1,000 or in an integral multiple thereof at any time priorto the close of business on the Business Day next immediately preceding theChange in Control Purchase Date by delivery of a written notice of withdrawalto the Paying Agent in accordance with Section 3.9.

A Paying Agent shall promptly notify the Company of thereceipt by it of any Change in Control Purchase Notice or written withdrawalthereof.

Anything herein to the contrary notwithstanding, in thecase of Global Securities, any Change in Control Purchase Notice may bedelivered or withdrawn and such Securities may be surrendered or delivered forpurchase in accordance with the Applicable Procedures as in effect from time totime.

Section 3.9          EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE.

Upon receipt by any Paying Agent of the Change in ControlPurchase Notice specified in Section 3.8(c), the Holder of the Security inrespect of which such Change in Control Purchase Notice was given shall (unlesssuch Change in Control Purchase Notice is withdrawn as specified below) thereafterbe entitled to receive the Change in Control Purchase Price with respect tosuch Security.  Such Change in Control Purchase Price shall be paid tosuch Holder promptly following the later of (a) the Change in ControlPurchase Date with respect to such Security (provided the conditions inSection 3.8(c) have been satisfied) and (b) the time of delivery ofsuch Security to a Paying Agent by the Holder thereof in the manner required bySection 3.8(c).  Securities in respect of which a Change in ControlPurchase Notice has been given by the Holder thereof may not be converted intoshares of Common Stock pursuant to Article 4 on or after the date of thedelivery of such Change in Control Purchase Notice unless such Change inControl Purchase Notice has first been validly withdrawn.

A Change in Control Purchase Notice may be withdrawn bymeans of a written notice (which may be delivered by mail, overnight courier,hand delivery, facsimile transmission or in any other written form and, in thecase of Global Securities, may be delivered electronically or by other means inaccordance with the Depositary's customary procedures) of withdrawal deliveredby the Holder to a Paying Agent at any time prior to the close of business onthe Business Day immediately preceding the Change in Control Purchase Date,specifying the principal amount of the Security or portion thereof (which mustbe a principal amount of $1,000 or an integral multiple of $1,000 in excessthereof) with respect to which such notice of withdrawal is being submitted.

Section 3.10      DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.

On or before 11:00 a.m. New YorkCity time on the Change in Control Purchase Date, the Company shall depositwith the Trustee or with a Paying Agent (other than the Company or an Affiliateof the Company) an amount of money (in immediately available funds if depositedon such Change in Control Purchase Date) sufficient to pay the aggregate Changein Control Purchase Price of all the Securities or portions thereof that are tobe purchased as of such Change in Control Purchase Date plus accrued interestand Additional Interest, if any.  The manner in which the deposit requiredby this Section 3.10 is made by the Company shall be at the option of theCompany; provided that such deposit shall be made in a manner such thatthe Trustee or a Paying Agent shall have immediately available funds on theChange in Control Purchase Date.

If a Paying Agent holds, in accordance with the termshereof, money sufficient to pay the Change in Control Purchase Price of anySecurity for which a Change in Control Purchase Notice has been tendered plusaccrued interest and Additional Interest, if any, and not withdrawn inaccordance with this Indenture then, on the Change in Control Purchase Date,such Security will cease to be outstanding and the rights of the Holder inrespect thereof shall terminate (other than the right to receive the Change inControl Purchase Price as aforesaid).  The Company shall publicly announcethe principal amount of Securities purchased as a result of such Change inControl on or as soon as practicable after the Change in Control Purchase Date.

To the extent that the aggregate amount of cash depositedby the Company pursuant to this Section 3.10 exceeds the aggregate Change inControl Purchase Price together with interest and Additional Interest, if any,thereon of the Securities or portions thereof that the Company is obligated topurchase, then promptly after the Change in Control Purchase Date the Trusteeor a Paying Agent, as the case may be, shall return any such excess cash to theCompany.

Section 3.11      PURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON SPECIFIEDDATES.

(a)              The Securities shall be purchased by the Company inaccordance with the provisions of paragraph 8 of the Securities on January 1,2009 (the "2009 Purchase Date") at a purchase price per Security equal to100.25% of the aggregate principal amount of the Security (the "2009 PurchasePrice"), together with accrued interest and Additional Interest, if any, up tobut not including such Put Right Purchase Date, and on January 2, 2009, andJanuary 1, 2019 (the "2014-2019 Purchase Dates"), at a purchase price perSecurity equal to 100% of the aggregate principal amount of the Security (the"2014-2019 Purchase Price"), together with accrued interest and AdditionalInterest, if any, up to but not including such Put Right Purchase Date; providedthat if the Put Right Purchase Date is on or after an interest record date buton or prior to the related interest payment date, interest on the Securities willbe payable to the Holders in whose names the Securities are registered at theclose of business on the relevant date.

Purchases of Securities by the Company pursuant to thisSection 3.11 shall be made, at the option of the Holder thereof, upon:

(1)              delivery to thePaying Agent by the Holder of a written notice of purchase (a "Put RightPurchase Notice") at any time from the opening of business on the date that is20 Business Days prior to the applicable Put Right Purchase Date until theclose of business on the Business Day prior to such Put Right Purchase Datestating:

(A)             if certificated notes havebeen issued, the certificate number of the Security which the Holder willdeliver to be purchased,

(B)              the portion of the principalamount of the Security which the Holder will deliver to be purchased, whichportion must be in principal amounts at maturity of $1,000 or an integralmultiple thereof,

(C)              that such Security shall be purchased as of theapplicable Put Right Purchase Date pursuant to the terms and conditions specifiedin paragraph 8 of the Securities and in this Indenture, and

(D)             delivery of such Security to the Paying Agent prior to,on or after the Put Right Purchase Date (together with all necessaryendorsements) at the offices of the Paying Agent, such delivery being acondition to receipt by the Holder of the Put Right Purchase Price therefor, together with accrued interest, shall be so paidpursuant to this Section 3.11 only if the Security so delivered to the PayingAgent shall conform in all respects to the description thereof in the relatedPut Right Purchase Notice, as determined by the Company.

The Company shall purchase from the Holder thereof,pursuant to this Section 3.11, a portion of a Security if the principal amountof such portion is $1,000 or an integral multiple of $1,000.  Provisionsof this Indenture that apply to the purchase of all of a Security also apply tothe purchase of such portion of such Security.

Any purchase by the Company contemplated pursuant to theprovisions of this Section 3.11 shall be consummated by the delivery of theconsideration to be received by the Holder promptly following the later of thePut Right Purchase Date and the time of delivery of the Security.

Notwithstanding anything herein to the contrary, anyHolder delivering to the Paying Agent the Put Right Purchase Noticecontemplated by this Section 3.11 shall have the right to withdraw such PutRight Purchase Notice at any time prior to the close of business on theBusiness Day next preceding to the Put Right Purchase Date by delivery of awritten notice of withdrawal to the Paying Agent in accordance with Section3.11(e).

The Paying Agent shall promptly notify the Company of thereceipt by it of any Put Right Purchase Notice or written notice of withdrawalthereof.

(b)              The Put Right Purchase Price of Securities in respectof which a Put Right Purchase Notice pursuant to Section 3.11 has been givenand not withdrawn shall be paid in U.S. legal tender (cash) on the applicablePut Right Purchase Date.

(c)              In connection with any purchase of Securities pursuantto this Section 3.11 the Company shall give written notice of the Put RightPurchase Date to the Holders (the "Company Put Right Notice").

The Company Put Right Notice shall be sent by first-classmail to the Trustee and to each Holder (and to each beneficial owner asrequired by applicable law) not less than 20 Business Days prior to any PutRight Purchase Date (the "Company Put Right Notice Date").  Each CompanyPut Right Notice shall include a form of Put Right Purchase Notice to becompleted by a Securityholder and shall state:

(i)                  the Put Right Purchase Priceand the Conversion Rate;

(ii)                the name and address of thePaying Agent and the Conversion Agent;

(iii)               that Securities as to which a Put Right Purchase Noticehas been given may be converted if they are otherwise convertible only inaccordance with Article 4 hereof and paragraph 9 of the Securities if theapplicable Put Right Purchase Notice has been withdrawn in accordance with theterms of this Indenture;

(iv)              that Securities must be surrenderedto the Paying Agent to collect payment;

(v)                that the Put Right Purchase Price for, and accruedinterest and Additional Interest, if any, on, any Security as to which a PutRight Purchase Notice has been given and not withdrawn will be paid promptlyfollowing the later of the Purchase Date and the time of surrender of suchSecurity as described in subclause (iv) above;

(vi)              the procedures the Holder mustfollow to exercise rights under this Section and a brief description of thoserights;

(vii)             briefly, the conversion rightsof the Securities;

(viii)           the procedures for withdrawinga Put Right Purchase Notice (including pursuant to the terms of Section3.11(e);

(ix)               that, unless the Company defaults in making payment onSecurities for which a Put Right Purchase Notice has been submitted, interestand Additional Interest, if any, on such Securities will cease to accrue on thePurchase Date; and

(x)                 the CUSIPnumber of the Securities.

If any of the Securities are to be redeemed in the form ofa Global Security, the Company shall modify such notice to the extent necessaryto accord with the procedures of the Depositary applicable to redemptions.

At the Company's request, the Trustee shall give suchCompany Put Right Notice in the Company's name and at the Company's expense; provided,however, that, in all cases, the text of such Company Put Right Notice shall beprepared by the Company.

(d)              The Company shall deposit cash, in respect of purchasesunder this Section 3.11, at the time and in the manner as provided in Section3.11(f), sufficient to pay the aggregate Put Right Purchase Price of allSecurities being purchased on such Put Right Purchase Date, together withaccrued interest and Additional Interest, if any, to, but not including, thePut Right Purchase Date, to be purchased pursuant to this Section 3.11.

(e)              Upon receipt by the Paying Agent of the Put RightPurchase Notice specified in Section 3.11(a), the Holder of the Security inrespect of which such Put Right Purchase Notice was given shall (unless suchPut Right Purchase Notice is withdrawn as specified in the following twoparagraphs) thereafter be entitled to receive solely the Put Right PurchasePrice, together with accrued interest and Additional Interest, if any, to, butnot including, the Put Right Purchase Date thereon, with respect to suchSecurity.  Such Put Right Purchase Price, together with accrued interestand Additional Interest, if any, to, but not including, the Put Right PurchaseDate thereon, shall be paid to such Holder, subject to receipt of funds by thePaying Agent, promptly following the later of (x) the Put Right Purchase Datewith respect to such Security (provided the conditions in Section3.11(a) have been satisfied) and (y) the time of delivery of such Security tothe Paying Agent by the Holder thereof in the manner required by Section3.11(a).  Securities in respect of which a Put Right Purchase Notice hasbeen given by the Holder thereof may not be converted pursuant to Article 4hereof on or after the date of the delivery of such Put Right Purchase Notice,unless such Put Right Purchase Notice has first been validly withdrawn asspecified in the following two paragraphs.

A Put Right Purchase Notice may be withdrawn by means of awritten notice of withdrawal delivered to the office of the Paying Agent inaccordance with the Put Right Purchase Notice at any time prior to the close ofbusiness on the Business Day prior to the Purchase Date specifying:

(1)              the certificate number, ifany, of the Security in respect of which such notice of withdrawal is beingsubmitted,

(2)              the principal amount of theSecurity with respect to which such notice of withdrawal is being submitted,and

(3)              the principal amount, if any,of such Security which remains subject to the original Put Right PurchaseNotice and which has been or will be delivered for purchase by the Company.

A written notice of withdrawal of a Put Right PurchaseNotice shall be in the form set forth in the preceding paragraph.

There shall be no purchase of any Securities pursuant tothis Section 3.11 if there has occurred (prior to, on or after as the case maybe, the giving, by the Holders of such Securities, of the required Put RightPurchase Notice) and is continuing an Event of Default (other than a default inthe payment of the Put Right Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof anySecurities (x) with respect to which a Put Right Purchase Notice has beenwithdrawn in compliance with this Indenture, or (y) held by it during thecontinuance of an Event of Default (other than a default in the payment of thePut Right Purchase Price with respect to such Securities) in which case, uponsuch return, the Put Right Purchase Notice with respect thereto shall be deemedto have been withdrawn.

(f)               Prior to 11:00 a.m. (local time in the City of NewYork) on the Put Right Purchase Date, the Company shall deposit with theTrustee or with the Paying Agent (or, if the Company or a Subsidiary or anAffiliate of either of them is acting as the Paying Agent, shall segregate andhold in trust as provided in Section 2.4)) an amount (in immediately availablefunds if deposited on such Business Day) sufficient to pay the aggregate PutRight Purchase Price of, together with all accrued interest and AdditionalInterest, if any, to, but not including, the Put Right Purchase Date on, allthe Securities or portions thereof which are to be purchased as of the PurchaseDate.  The manner in which the deposit required by this Section 3.11(f) ismade by the Company shall be at the option of the Company; provided thatsuch deposit shall be made in a manner such that the Trustee or a Paying Agentshall have immediately available funds on the Put Right Purchase Date.

If a Paying Agent holds, in accordance with the termshereof, money sufficient to pay the Put Right Purchase Price of any Securityfor which a Put Right Notice has been tendered and not withdrawn prior to theapplicable Put Right Purchase Date then, on the Put Right Purchase Date, suchSecurity will cease to be outstanding and the rights of the Holder in respectthereof shall terminate (other than the right to receive the Put Right PurchasePrice as aforesaid).  The Company shall publicly announce the principalamount of Securities purchased on such Put Right Purchase Date as soon aspracticable after the Put Right Purchase Date.

To the extent that the aggregate amount of cash depositedby the Company pursuant to this Section 3.11(f) exceeds the aggregate Put RightPurchase Price, together with interest and Additional Interest, if any,thereon, of the Securities or portions thereof that the Company is obligated topurchase, then promptly after the Put Right Purchase Date the Trustee or aPaying Agent, as the case may be, shall return any such excess cash to theCompany.

Section 3.12      SECURITIES PURCHASED IN PART.

Any Security that is to be purchased only in part shall besurrendered at the office of a Paying Agent, and promptly after the Change inControl Purchase Date or the Put Right Purchase Date, as the case may be, theCompany shall execute and the Trustee shall authenticate and deliver to theHolder of such Security, without service charge, a new Security or Securities,of such authorized denomination or denominations as may be requested by suchHolder, in aggregate principal amount equal to, and in exchange for, theportion of the principal amount of the Security so surrendered that is notpurchased.

Section 3.13      COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.

In connection with any offer to purchase or purchase ofSecurities under Section 3.8 or 3.11, the Company shall (a) comply withRule 13e-4 and Rule 14e-1 (or any successor to either such Rule), ifapplicable, under the Exchange Act, (b) file the related Schedule TO (orany successor or similar schedule, form or report) if required under theExchange Act, and (c) otherwise comply with all federal and statesecurities laws in connection with such offer to purchase or purchase ofSecurities, all so as to permit the rights of the Holders and obligations ofthe Company under Sections 3.8 through 3.12 to be exercised in the time and inthe manner specified therein.

ARTICLE4.CONVERSION

Section 4.1          CONVERSION PRIVILEGE.

(a)              Subject to the further provisions of this Article 4 andparagraph 9 of the Securities, a Holder of a Security may convert the principalamount of such Security (or any portion thereof equal to $1,000 or any integralmultiple of $1,000 in excess thereof) into Common Stock (i)in any fiscal quarter prior to January 1, 2019 if the Closing Price of theCommon Stock for at least 20 Trading Days during the period of 30 consecutiveTrading Days ending on the first day of such fiscal quarter is more than 120%of the Conversion Price of Common Stock on the first day of such fiscal quarteror (ii) on any Business Day on or after January 1, 2019 if the Closing Price ofthe Common Stock on the immediately preceding Trading Day was more than 120% ofthe Conversion Price of Common Stock on such Trading Day (together with clause(i), each a "Closing Price Condition"), at theConversion Price then in effect, subject to the exceptions provided in Section4.1(b); provided, however, that, if such Security is called forredemption or submitted or presented for purchase pursuant to Article 3, suchconversion right shall terminate at the close of business on the Business Dayimmediately preceding the Redemption Date or Change in Control Purchase Date,as the case may be, for such Security or such earlier date as the Holderpresents such Security for redemption or for purchase (unless the Company shalldefault in making the redemption payment or Change in Control Purchase Pricepayment when due, in which case the conversion right shall terminate at theclose of business on the date such default is cured and such Security isredeemed or purchased, as the case may be).  The number of shares ofCommon Stock issuable upon conversion of a Securityshall be set forth in paragraph 9 of the Security, subject to adjustment asherein set forth.  The initial ConversionPrice is $29.2890 per share of Common Stock. The initial Conversion Rate is approximately 34.1425 shares of CommonStock per $1,000 principal amount of Securities.  The Conversion Price at any particular timeis determined by dividing $1,000 by the then-applicable Conversion Rate (the "ConversionPrice"). Holders will not receive any cash payment representing accrued andunpaid interest or Additional Interest, if any, upon conversion of a Security; provided,that Holders of record on December 15, 2008 surrendering Securities forconversion in accordance with this Article 4 between December 15, 2008 andJanuary 1, 2009 shall receive, inaddition to the Common Stock issuable hereunder uponconversion, accrued and unpaid interest and Additional Interest, if any, on theSecurities surrendered to, but excluding, January 1, 2009 (which interest shallbe paid on January 1, 2009). Accrued and unpaid interest and Additional Interest, if any, on suchSecurities shall be deemed paid in full rather than canceled, extinguished orforfeited.

At any time after January 1, 2019 that the Trustee is alsothe Conversion Agent, the Trustee shall determine on each Business Day whetherthe conditions for conversion pursuant to Section 4.1(a)(ii)have been satisfied and shall notify the Company on any Business Day on whichsuch conditions have been satisfied.

Provisions of this Indenture that apply to conversion ofall of a Security also apply to conversion of a portion of a Security.

A Security in respect of which a Holder has delivered aChange in Control Purchase Notice pursuant to Section 3.8(c) exercisingthe option of such Holder to require the Company to purchase such Security maybe converted only if such Change in Control Purchase Notice is withdrawn by awritten notice of withdrawal delivered to a Paying Agent prior to the close ofbusiness on the Business Day immediately preceding the Change in ControlPurchase Date in accordance with Section 3.9.  A Security in respectof which a Holder has delivered a Put Right Purchase Notice pursuant toSection 3.11(a) exercising the option of such Holder to require theCompany to purchase such Security may be converted only if such Put RightPurchase Notice is withdrawn by a written notice of withdrawal delivered to aPaying Agent prior to the close of business on the Business Day immediatelypreceding the Put Right Purchase Date in accordance with Section 3.11(e).

A Holder of Securities is not entitled to any rights of aholder of Common Stock until such Holder has converted its Securities to CommonStock, and only to the extent such Securities are deemed to have been convertedinto Common Stock pursuant to this Article 4.

(b)              Even if the Closing Price Condition is not satisfied,

(1)              if during any five-consecutive-Trading Day period theaverage of the Trading Prices for the Securities was less than 98% of the averageof the Conversion Values for the Securities during that period, a Holder maysurrender Securities for conversion at any time during the following fiveBusiness Days; provided, however, that if, on any Conversion Dateon which a Security is surrendered for conversion based on the condition setforth in this clause 4.1(b)(1) on or after January 1, 2019, the Closing Priceof the Common Stock on the Trading Day immediately preceding such ConversionDate was greater than 100% but less than 120% of the Conversion Price, thensuch Security shall not be convertible at the Conversion Price then in effect,but shall instead be convertible at a price equal to the Closing Price on theConversion Date (a "Principal Value Conversion"); and provided, further,that the Company shall have the option to pay to each Holder surrendering aSecurity for conversion pursuant to a Principal Value Conversion cash, in anamount equal to the outstanding principal amount of the Securities surrenderedfor conversion, in lieu of such shares of Common Stock (and in lieu of any cashthat would have been payable with respect to any fractional shares).

(2)              a Holder may surrender forconversion a Security that has been called for redemption pursuant to Section3.1 at any time prior to the close of business on the Business Day prior to theredemption date; 

(3)              in the event that the Companydeclares

(A)             a dividend or distribution of any rights or warrants toall holders of Common Stock entitling them to subscribe for or purchase sharesof Common Stock at a price per share less than the Current Market Price pershare (as defined in Section 4.6(f)), or

(B)              a dividend or distribution of cash, debt securities (orother evidences of indebtedness), or other assets (excluding dividends ordistributions for which Conversion Rate adjustment is required to be made underSection 4.6(a) or 4.6(b) of the Indenture) where the fair market value of suchdividend or distribution per share of Common Stock, as determined in theIndenture, together with all other such dividends and distributions within thepreceding twelve months, exceeds 5% of the Current Market Price of the CommonStock as of the Trading Day immediately prior to the date of such distribution,

then the Securities may besurrendered for conversion beginning on the date the Company gives notice tothe Holders of such right, which shall not be less than 20 days prior to theex-dividend time for such dividend or distribution and Securities may besurrendered for conversion at any time thereafter until the close of businesson the Business Day prior to the ex-dividend time or until the Companyannounces that such distribution will not take place; and

(4)              in the event that the Company is a party to aconsolidation, merger, transfer or lease of all or substantially all of its assetsor a merger that reclassifies or changes its Common Stock pursuant to which theCommon Stock would be converted into cash, securities or other assets, theSecurities may be surrendered for conversion at any time from or after the datethat is 15 days prior to the anticipated effective time of the transaction asannounced by the Company, which announcement must occur no later than 15 daysprior to such anticipated effective time, until 15 days after the actual dateof such transaction.

Section 4.2          CONVERSION PROCEDURE.

To convert a Security, a Holder must (a) complete andmanually sign the conversion notice on the back of the Security and deliversuch notice to a Conversion Agent, (b) surrender the Security to aConversion Agent, (c) furnish appropriate endorsements and transferdocuments if required by a Registrar or a Conversion Agent, (d) pay anytransfer or similar tax, if required, and (e) in the case of a conversionpursuant to Section 4.1(b)(1), provide the Company with reasonable evidencethat the conditions to such conversion have been satisfied.  The date onwhich the Holder satisfies all of those requirements is the "ConversionDate."  As soon as practicable after the Conversion Date, the Companyshall deliver to the Holder through a Conversion Agent a certificate for thenumber of whole shares of Common Stock issuable uponthe conversion and cash in lieu of any fractional shares pursuant toSection 4.3; provided that, in the case of a Principal ValueConversion pursuant to Section 4.1(b)(1), the Company shall deliver such sharesof Common Stock or cash in accordance with Section 4.1(b)(1) not later thanthree Business Days following the Conversion Date.  Anything herein to thecontrary notwithstanding, in the case of Global Securities, conversion noticesmay be delivered and such Securities may be surrendered for conversion inaccordance with the Applicable Procedures as in effect from time to time.

The person in whose name the Common Stock certificate isregistered shall be deemed to be a stockholder of record on the ConversionDate; provided, however, that no surrender of a Security on anydate when the stock transfer books of the Company shall be closed shall beeffective to constitute the person or persons entitled to receive the shares ofCommon Stock upon such conversion as the record holder or holders of suchshares of Common Stock on such date, but such surrender shall be effective toconstitute the person or persons entitled to receive such shares of CommonStock as the record holder or holders thereof for all purposes at the close ofbusiness on the next succeeding Business Day on which such stock transfer booksare open; provided, further, that such conversion shall be at theConversion Rate in effect on the Conversion Date as if the stock transfer booksof the Company had not been closed.  Upon conversion of a Security, suchperson shall no longer be a Holder of such Security.  No payment oradjustment will be made for dividends or distributions on shares of CommonStock issued upon conversion of a Security.

Upon surrender of a Security that is converted in part,the Company shall execute, and the Trustee shall authenticate and deliver tothe Holder, a new Security equal in principal amount to the unconverted portionof the Security surrendered.

Section 4.3          FRACTIONAL SHARES.

The Company will not issue fractional shares of CommonStock upon conversion of Securities.  In lieu thereof, the Company willpay an amount in cash for the current market value of the fractionalshares.  The current market value of a fractional share shall bedetermined, (calculated to the nearest 1/1000th of a share) bymultiplying the Closing Price of the Common Stock on the Trading Dayimmediately prior to the Conversion Date by such fractional share and roundingthe product to the nearest whole cent.

Section 4.4          TAXES ON CONVERSION.

If a Holder converts a Security, the Company shall pay anydocumentary, stamp or similar issue or transfer tax due on the issue of sharesof Common Stock upon such conversion.  However, the Holder shall pay anysuch tax that is due because the Holder requests the shares to be issued in aname other than the Holder's name.  The Conversion Agent may refuse todeliver the certificate representing the Common Stock being issued in a nameother than the Holder's name until the Conversion Agent receives a sumsufficient to pay any tax that will be due because the shares are to be issuedin a name other than the Holder's name.  Nothing herein shall preclude anytax withholding required by law or regulation.

Section 4.5          COMPANY TO PROVIDE STOCK.

The Company shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary,reserve, out of its authorized but unissued CommonStock, a sufficient number of shares of Common Stock to permit the conversionof all outstanding Securities into shares of Common Stock.

All shares of Common Stock delivered upon conversion ofthe Securities shall be newly issued shares, shall be duly authorized, validlyissued, fully paid and nonassessable and shall befree from preemptive rights and free of any lien or adverse claim.

The Company will endeavor promptly to comply with allfederal and state securities laws regulating the offer and delivery of sharesof Common Stock upon conversion of Securities, if any, and will list or causeto have quoted such shares of Common Stock on each national securities exchangeor on The Nasdaq National Market or otherover-the-counter market or such other market on which the Common Stock is thenlisted or quoted; provided, however, that if rules of such automatedquotation system or exchange permit the Company to defer the listing of suchCommon Stock until the first conversion of the Securities into Common Stock inaccordance with the provisions of this Indenture, the Company covenants to listsuch Common Stock issuable upon conversion of theSecurities in accordance with the requirements of such automated quotationsystem or exchange at such time.  Any Common Stock issued upon conversionof a Security hereunder which at the time of conversion was a RestrictedSecurity will also be a Restricted Security.

Section 4.6          ADJUSTMENT OF CONVERSION RATE.

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

(a)              In case the Company shall (1) pay a dividend on itsCommon Stock in shares of Common Stock, (2) make a distribution on its CommonStock in shares of Common Stock, (3) subdivide its outstanding Common Stockinto a greater number of shares, or (4) combine its outstanding Common Stockinto a smaller number of shares, the Conversion Rate in effect immediatelyprior thereto shall be adjusted so that the same shall equal the ratedetermined by multiplying the Conversion Rate in effect immediately prior tosuch event by a fraction of which the numerator shall be the number of sharesof Common Stock outstanding immediately after such event and the denominator ofwhich shall be the number of shares of Common Stock outstanding immediatelyprior to such event.  An adjustment madepursuant to this subsection (a) shall become effective immediately afterthe record date in the case of a dividend or distribution and shall becomeeffective immediately after the effective date in the case of subdivision orcombination.

(b)              In case the Company shall issue rights or warrants(other than pursuant to a stockholder rights plan) to all or substantially allholders of its Common Stock entitling them (for a period commencing no earlierthan the record date described below and expiring not more than 60 days aftersuch record date) to subscribe for or purchase shares of Common Stock (orsecurities convertible into Common Stock) at a price per share (or having aconversion price per share) less than the Closing Price per share of CommonStock on the Business Day immediately prior to the date of announcement of suchissuance, the Conversion Rate in effect shall be adjusted so that the sameshall equal the rate determined by multiplying the Conversion Rate in effectimmediately prior to such announcement by a fraction of which the numeratorshall be the number of shares of Common Stock outstanding at the close ofbusiness on the date of announcement plus the number of additional shares ofCommon Stock offered (or into which the convertible securities so offered areconvertible), and the denominator of which shall be the number of shares ofCommon Stock outstanding at the close of business on the date of announcementplus the number of shares which the aggregate offering price of the totalnumber of shares of Common Stock so offered (or the aggregate conversion priceof the convertible securities so offered, which shall be determined bymultiplying the number of shares of Common Stock issuableupon conversion of such convertible securities by the conversion price pershare of Common Stock pursuant to the terms of such convertible securities) wouldpurchase at the Current Market Price per share of Common Stock on the BusinessDay immediately preceding the date of announcement of such issuance.  Such adjustment shall be made successivelywhenever any such rights or warrants are issued, and shall become effective onthe day following the date of announcement of such issuance.  If at the end of the period during which suchrights or warrants are exercisable not all rights or warrants shall have beenexercised, the adjusted Conversion Rate shall be immediately readjusted to whatit would have been based upon the number of additional shares of Common Stockactually issued (or the number of shares of Common Stock issuableupon conversion of convertible securities actually issued).

(c)              In case the Company shall distribute to all orsubstantially all holders of its Common Stock any shares of capital stock ofthe Company (other than Common Stock), Extraordinary Cash Dividends or anyevidences of indebtedness or other non-cash assets (including securities of anyperson other than the Company but excluding dividends or distributionsreferred to in subsection (a) of this Section 4.6), or shall distribute toall or substantially all holders of its Common Stock rights or warrants tosubscribe for or purchase any of its securities (excluding those rights andwarrants referred to in subsection (b) of this Section 4.6 and alsoexcluding the distribution of rights to all holders of Common Stock pursuant tothe adoption of a stockholders rights plan or the detachment of such rightsunder the terms of such stockholder rights plan), then in each such case theConversion Rate shall be adjusted so that the same shall equal the ratedetermined by multiplying the current Conversion Rate by a fraction of whichthe numerator shall be the Current Market Price per share of the Common Stockon the record date mentioned below and the denominator shall be the CurrentMarket Price per share of the Common Stock on such record date less the fairmarket value on such record date (as determined by the Board of Directors,whose determination shall be conclusive evidence of such fair market value andwhich shall be evidenced by an Officers' Certificate delivered to the Trustee)of the portion of the capital stock, evidences of indebtedness or othernon-cash assets so distributed or of such rights or warrants applicable to oneshare of Common Stock (determined on the basis of the number of shares ofCommon Stock outstanding on the record date). Such adjustment shall be made successively whenever any suchdistribution is made and shall become effective immediately after the recorddate for the determination of shareholders entitled to receive suchdistribution.

In the event the then fair market value (as so determined)of the portion of the Capital Stock, evidences of indebtedness or othernon-cash assets so distributed or of such rights or warrants applicable to oneshare of Common Stock is equal to or greater than the Current Market Price pershare of the Common Stock on such record date, in lieu of the foregoingadjustment, adequate provision shall be made so that each holder of a Securityshall have the right to receive upon conversion the amount of Capital Stock,evidences of indebtedness or other non-cash assets so distributed or of suchrights or warrants such holder would have received had such holder convertedeach Security on such record date.  Inthe event that such dividend or distribution is not so paid or made, theConversion Rate shall again be adjusted to be the Conversion Rate which wouldthen be in effect if such dividend or distribution had not been declared.  If the Board of Directors determines the fairmarket value of any distribution for purposes of this Section 4.6 by referenceto the actual or when issued trading market for any securities, it must indoing so consider the prices in such market over the same period used incomputing the Current Market Price of the Common Stock.

In the event that the Company has in effect a preferredshares rights plan ("Rights Plan"),upon conversion of the Securities into Common Stock, to the extent that theRights Plan is still in effect upon such conversion, the holders of Securitieswill receive, in addition to the Common Stock, the rights described therein(whether or not the rights have separated from the Common Stock at the time ofconversion), subject to the limitations set forth in the Rights Plan.  Any distribution of rights or warrantspursuant to a Rights Plan complying with the requirements set forth in theimmediately preceding sentence of this paragraph shall not constitute adistribution of rights or warrants pursuant to this Article 4.

Rights or warrants distributed by the Company to allholders of Common Stock entitling the holders thereof to subscribe for orpurchase shares of the Company's Capital Stock (either initially or undercertain circumstances), which rights or warrants, until the occurrence of aspecified event or events ("TriggerEvent"):  (i) aredeemed 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 4.6(and no adjustment to the Conversion Rate under this Section 4.6 will berequired) until the occurrence of the earliest Trigger Event, whereupon suchrights and warrants shall be deemed to have been distributed and an appropriateadjustment (if any is required) to the Conversion Rate shall be made under thisSection 4.6.  If any such right or warrant,including any such existing rights or warrants distributed prior to the date ofthis Indenture, are subject to events, upon the occurrence of which such rightsor warrants become exercisable to purchase different securities, evidences ofindebtedness or other assets, then the date of the occurrence of any and eachsuch event shall be deemed to be the date of distribution and record date withrespect to new rights or warrants with such rights (and a termination orexpiration of the existing rights or warrants without exercise by any of theholders thereof).  In addition, in theevent of any distribution (or deemed distribution) of rights or warrants, orany Trigger Event or other event (of the type described in the precedingsentence) with respect thereto that was counted for purposes of calculating adistribution amount for which an adjustment to the Conversion Rate under thisSection 4.6 was made, (1) in the case of any such rights or warrants whichshall all have been redeemed or repurchased without exercise by any holdersthereof, the Conversion Rate shall be readjusted upon such final redemption orrepurchase to give effect to such distribution or Trigger Event, as the casemay be, as though it were a cash distribution, equal to the per share redemptionor repurchase price received by a holder or holders of Common Stock withrespect to such rights or warrants (assuming such holder had retained suchrights or warrants), made to all holders of Common Stock as of the date of suchredemption or repurchase, and (2) in the case of such rights or warrantswhich shall have expired or been terminated without exercise by any holdersthereof, the Conversion Rate shall be readjusted as if such rights and warrantshad not been issued.

(d)              In case the Company shall distribute a Regular CashDividend (a "Triggering Distribution")to all or substantially all holders of its Common Stock in excess of $0.15 inthe aggregate in any fiscal quarter, the Conversion Rate shall beincreased so that the same shall equal the rate determined by multiplying suchConversion Rate in effect on the Business Day immediately preceding the recorddate for such Triggering Distribution by a fraction of which the numeratorshall be the Current Market Price per share of the Common Stock on the DeterminationDate, and the denominator shall be the Current Market Price per share of theCommon Stock on the Determination Date less the aggregate amount by which thecash so distributed applicable to one share of Common Stock (determined on thebasis of the number of shares of Common Stock outstanding on the DeterminationDate) exceeds $0.15 in the aggregate in any fiscal quarter, such increase tobecome effective immediately prior to the opening of business on the dayfollowing the date on which the Triggering Distribution is paid.  It is expressly understood that a stockbuyback, repurchase or similar transaction or program shall in no event beconsidered a Triggering Distribution for purposes of this Section 4.6(d) orSection 4.6(e).

(e)              In case the Company or any of its Subsidiaries shallpurchase any shares of the Company's Common Stock by means of a tender offer,then, effective immediately prior to the opening of business on the day afterthe last date (the "Expiration Date") tenders could have been made pursuant tosuch tender offer (as it may be amended) (the last time at which such tenderscould have been made on the Expiration Date is hereinafter sometimes called the"Expiration Time"), theConversion Rate shall be increased so that the same shall equal the ratedetermined by multiplying the Conversion Rate in effect immediately prior tothe close of business on the Expiration Date by a fraction of which thenumerator shall be the sum of (x) the aggregate consideration (determinedas set forth below) payable to stockholders of the Company based on theacceptance (up to any maximum specified in the terms of the tender offer) ofall shares validly tendered and not withdrawn as of the Expiration Time (theshares 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 CommonStock outstanding (less any Purchased Shares and excluding any shares held inthe treasury of the Company) immediately after to the Expiration Time and theCurrent Market Price per share of Common Stock (as determined in accordancewith subsection (f) of this Section 4.6), and the denominator shall be theproduct of the number of shares of Common Stock outstanding (includingPurchased Shares but excluding any shares held in the treasury of the Company)immediately prior to the Expiration Time multiplied by the Current Market Priceper share of the Common Stock (as determined in accordance withsubsection (f) of this Section 4.6). For purposes of this Section 4.6.(e), theaggregate consideration in any such tender offer shall equal the sum of theaggregate amount of cash consideration and the aggregate fair market value (asdetermined by the Board of Directors, whose determination shall be conclusiveevidence thereof and which shall be evidenced by an Officers' Certificatedelivered to the Trustee) of any other consideration payable in such tenderoffer.  In the event that the Company isobligated to purchase shares pursuant to any such tender offer, but the Companyis permanently prevented by applicable law from effecting any or all suchpurchases or any or all such purchases are rescinded, the Conversion Rate shallagain be adjusted to be the Conversion Rate which would have been in effectbased upon the number of shares actually purchased.  If the application of this Section 4.6(e) toany tender offer would result in a decrease in the Conversion Rate, noadjustment shall be made for such tender offer under this Section 4.6(e).  For purposes of this Section 4.6(e), the term"tender offer" shall mean and include both tender offers and exchange offers,all references to "purchases" of shares in tender offers (and all similarreferences) shall mean and include both the purchase of shares in tender offersand the acquisition of shares pursuant to exchange offers, and all referencesto "tendered shares" (and all similar references) shall mean and include sharestendered in both tender offers and exchange offers.

(f)               For the purpose of any computation undersubsections (b), (c) and (d) of this Section 4.6, the current market price(the "Current Market Price") pershare of Common Stock on any date shall be deemed to be the average of thedaily Closing Prices for the five (5) consecutive Trading Days commencing six(6) Trading Days before the date on which Common Stock traded on such datesettles regular-way on the record date with respect to distributions, issuancesor other events requiring such computation under subsection (b), (c) or(d) of this Section 4.6.  For purposes ofany computation under subsection (e) of this Section 4.6, the CurrentMarket Price per share of Common Stock shall be deemed to be the average of thedaily Closing Prices for the five (5) consecutive Trading Days commencing onthe Trading Day next succeeding the Expiration Date.

(g)              In any case in which this Section 4.6 shall requirethat an adjustment be made following a record date, an announcement date or aDetermination Date or Expiration Date, as the case may be, established forpurposes of this Section 4.6, the Company may elect to defer (but only untilfive Business Days following the filing by the Company with the Trustee of thecertificate described in Section 4.9) issuing to the Holder of any Securityconverted after such record date or announcement date or Determination Date orExpiration Date the shares of Common Stock and other capital stock of theCompany issuable upon such conversion over and abovethe shares of Common Stock and other capital stock of the Company issuable upon such conversion only on the basis of theConversion Rate prior to adjustment; and, in lieu of the shares the issuance ofwhich is so deferred, the Company shall issue or cause its transfer agents toissue due bills or other appropriate evidence prepared by the Company of the rightto receive such shares.  If anydistribution in respect of which an adjustment to the Conversion Rate isrequired to be made as of the record date or announcement date or DeterminationDate or Expiration Date therefor is not thereaftermade or paid by the Company for any reason, the Conversion Rate shall bereadjusted to the Conversion Rate which would then be in effect if such recorddate had not been fixed or such announcement date or effective date orDetermination Date or Expiration Date had not occurred.

(h)              No adjustment shall be made pursuant to this Section4.6 if the Holders may participate in the transaction that would otherwise giverise to an adjustment pursuant to this Section 4.6.

Section4.7          No Adjustment.

No adjustment inthe Conversion Price shall be required if Holders may participate in thetransactions described in Section 4.6 above without converting.

No adjustment needbe made for issuances of Common Stock pursuant to a Company plan forreinvestment of dividends or interest or for a change in the par value or achange to no par value of the Common Stock.

Section4.8           Adjustmentfor Tax Purposes.

The Company shall be entitled to make such increases inthe Conversion Rate, in addition to those required by Section 4.6, as it in itsdiscretion shall determine to be advisable in order that any stock dividends,subdivisions of shares, distributions of rights to purchase stock or securitiesor distributions of securities convertible into or exchangeable for stockhereafter made by the Company to its stockholders shall not be taxable.

Section 4.9          Notice of Conversion Rate Adjustment.

Whenever theConversion Rate or conversion privilege is adjusted, the Company shall promptlymail to Securityholders a notice of the adjustmentand file with the Trustee an Officers' Certificate briefly stating the factsrequiring the adjustment and the manner of computing it.  Unless and until the Trustee shall receive anOfficers' Certificate setting forth an adjustment of the Conversion Rate, theTrustee may assume without inquiry that the Conversion Rate has not beenadjusted and that the last Conversion Rate of which it has knowledge remains ineffect.

Section 4.10      Notice of CertainTransactions.  

In the event that:

(1)           the Companytakes any action which would require an adjustment in the Conversion Rate;

(2)           the Company consolidates or mergeswith, or transfers all or substantially all of its property and assets to,another corporation and shareholders of the Company must approve thetransaction; or

(3)           there is adissolution or liquidation of the Company, 

the Company shall mail toHolders and file with the Trustee a notice stating the proposed record oreffective date, as the case may be.  TheCompany shall mail the notice at least ten days before such date.  Failure to mail such notice or any defecttherein shall not affect the validity of any transaction referred to inclause (1), (2) or (3) of this Section 4.10.

Section 4.11      EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ONCONVERSION PRIVILEGE.

If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (other than achange in par value, or from par value to no par value, or from no par value topar value, or as a result of a subdivision or combination, or any other changefor which an adjustment is provided in Section 4.6); (b) anyconsolidation or merger or combination to which the Company is a party otherthan a merger in which the Company is the continuing corporation and which doesnot result in any reclassification of, or change (other than in par value, orfrom par value to no par value, or from no par value to par value, or as aresult of a subdivision or combination) in, outstanding shares of Common Stock;or (c) any sale or conveyance as an entirety or substantially as anentirety of the property and assets of the Company, directly or indirectly, toany person, then the Company, or such successor, purchasing or transfereePerson, as the case may be, shall, as a condition precedent to suchreclassification, change, combination, consolidation, merger, sale orconveyance, execute and deliver to the Trustee a supplemental indentureproviding that the Holder of each Security then outstanding shall have theright to convert such Security into the kind and amount of shares of stock andother securities and property (including cash) receivable upon suchreclassification, change, combination, consolidation, merger, sale orconveyance by a holder of the number of shares of Common Stock deliverable uponconversion of such Security immediately prior to such reclassification, change,combination, consolidation, merger, sale or conveyance.  Such supplementalindenture shall provide for adjustments of the Conversion Rate which shall beas nearly equivalent as may be practicable to the adjustments of the ConversionRate provided for in this Article 4.  If, in the case of any suchconsolidation, merger, combination, sale or conveyance, the stock or othersecurities and property (including cash) receivable thereupon by a holder ofCommon Stock include shares of stock or other securities and property of aperson other than the successor, purchasing or transferee Person, as the casemay be, in such consolidation, merger, combination, sale or conveyance, thensuch supplemental indenture shall also be executed by such other person andshall contain such additional provisions to protect the interests of theHolders of the Securities as the Board of Directors shall reasonably considernecessary by reason of the foregoing.  The provisions of this Section 4.11shall similarly apply to successive reclassifications, changes, combinations,consolidations, mergers, sales or conveyances.

In the event the Company shall execute a supplementalindenture pursuant to this Section 4.11, the Company shall promptly filewith the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or othersecurities or property (including cash) receivable by Holders of the Securitiesupon the conversion of their Securities after any such reclassification,change, combination, consolidation, merger, sale or conveyance, any adjustmentto be made with respect thereto and that all conditions precedent have beencomplied with and (y) an Opinion of Counsel that all conditions precedenthave been complied with, and the Company or the Trustee on behalf of theCompany shall promptly mail notice thereof to all Holders.

Section 4.12      TRUSTEE'S DISCLAIMER.

The Trustee shall have no duty to determine when anadjustment under this Article 4 should be made, how it should be made orwhat such adjustment should be, but may accept as conclusive evidence of thatfact or the correctness of any such adjustment, and shall be protected inrelying upon, an Officers' Certificate including the Officers' Certificate withrespect thereto which the Company is obligated to file with the Trusteepursuant to Section 4.9.  The Trustee makes no representation as tothe validity or value of any securities or assets issued upon conversion ofSecurities, and the Trustee shall not be responsible for the Company's failureto comply with any provisions of this Article 4.

The Trustee shall not be under any responsibility todetermine the correctness of any provisions contained in any supplementalindenture executed pursuant to Section 4.11, but may accept as conclusiveevidence of the correctness thereof, and shall be fully protected in relyingupon, the Officers' Certificate with respect thereto which the Company isobligated to file with the Trustee pursuant to Section 4.11.

Section 4.13      VOLUNTARY INCREASE.

The Company from time to time may increase the ConversionRate by any amount for any period of time if the period is at least 20 days andif the increase is irrevocable during the period if the Board of Directorsdetermines that such increase would be in the best interest of the Company orto avoid or diminish income tax to holders of shares of Common Stock inconnection with a dividend or distribution of stock or similar event, and theCompany provides 15 days prior notice of any increase in the Conversion Rate; provided,however, that in no event may the Company increase the Conversion Rateto be less than the par value of a share of Common Stock.

ARTICLE5.SUBORDINATION

Section 5.1          AGREEMENT OF SUBORDINATION.

The Company covenants and agrees, and each Holder ofSecurities issued hereunder by its acceptance thereof likewise covenants andagrees, that all Securities shall be issued subject to the provisions of thisArticle 5; and each Person holding any Security, whether upon original issue orupon transfer, assignment or exchange thereof, accepts and agrees to be boundby such provisions.

The payment of the principal of, premium, if any, andinterest and Additional Interest, if any, on all Securities (including, but notlimited to, the Redemption Price with respect to the Securities called forredemption or the Change in Control Purchase Price or Put Right Purchase Pricewith respect to the Securities subject to purchase in accordance withArticle 3 as provided in this Indenture) issued hereunder shall, to the extentand in the manner hereinafter set forth, be subordinated and subject in rightof payment to the prior payment in full in cash or payment satisfactory to theholders of Senior Indebtedness of all Senior Indebtedness, whether outstandingat the date of this Indenture or thereafter incurred.

No provision of this Article 5 shall prevent theoccurrence of any default or Event of Default hereunder.

Section 5.2          PAYMENTS TO HOLDERS.  

No payment shall be made with respect to the principal of,or premium, if any, or interest or Additional Interest, if any, on theSecurities (including, but not limited to, the Redemption Price with respect tothe Securities to be called for redemption or the Change in Control PurchasePrice or Put Right Purchase Price with respect to the Securities subject topurchase in accordance with Article 3 as provided in this Indenture), exceptpayments and distributions made by the Trustee as permitted by the first orsecond paragraph of Section 5.5, if:

(i)            a default in the payment of principal, premium, interest,rent or other obligations due on any Senior Indebtedness occurs and iscontinuing (or, in the case of Senior Indebtedness for which there is a periodof grace, in the event of such a default that continues beyond the period ofgrace, if any, specified in the instrument or lease evidencing such SeniorIndebtedness), unless and until such default shall have been cured or waived orshall have ceased to exist; or

(ii)           a default, other than a payment default, on any DesignatedSenior Indebtedness occurs and is continuing that then permits holders of suchDesignated Senior Indebtedness to accelerate its maturity and the Trusteereceives a notice of the default (a "Payment Blockage Notice") from aRepresentative or holder of such Designated Senior Indebtedness or the Company.

Subject to the provisions of Section 5.5, if the Trusteereceives any Payment Blockage Notice pursuant to clause (ii) above, nosubsequent Payment Blockage Notice shall be effective for purposes of thisSection unless and until at least 365 days shall have elapsed since the datethe Trustee received the immediately prior Payment Blockage Notice and allscheduled payments on the Securities that have come due have been paid in fullin cash.  No nonpayment default thatexisted or was continuing on the date of delivery of any Payment BlockageNotice to the Trustee (unless such default was waived, cured or otherwiseceased to exist and thereafter subsequently reoccurred) shall be the basis fora subsequent Payment Blockage Notice.

The Company shall resume payments on and distributions inrespect of the Securities:

(a)           in the case of a default referred toin clause (i) above, the date upon which thedefault is cured or waived or ceases to exist, or

(b)           in the case of a default referred toin clause (ii) above, the earlier of the date on which such default is cured or waivedor ceases to exist or 179 days after the date on which the applicable PaymentBlockage Notice is received, if the maturity of such Designated SeniorIndebtedness has not been accelerated, unless this Article 5 otherwiseprohibits the payment or distribution at the time of such payment ordistribution.

Upon any payment by the Company, ordistribution of assets of the Company of any kind or character, whether incash, property or securities, to creditors upon any dissolution or winding-upor liquidation or reorganization of the Company (whether voluntary orinvoluntary) or in bankruptcy, insolvency, receivership or similar proceedings,all amounts due or to become due upon all Senior Indebtedness shall first bepaid in full in cash, or other payments satisfactory to the holders of SeniorIndebtedness before any payment is made on account of the principal of,premium, if any, interest or Additional Interest, if any, on the Securities;and upon any such dissolution or winding-up or liquidation or reorganization ofthe Company or bankruptcy, insolvency, receivership or other proceeding, anypayment by the Company, or distribution of assets of the Company of any kind orcharacter, whether in cash, property or securities, to which the Holders of theSecurities or the Trustee would be entitled, except for the provision of thisArticle 5, shall be paid by the Company or by any receiver, trustee inbankruptcy, liquidating trustee, agent or other Person making such payment ordistribution, or by the Holders of the Securities or by the Trustee under thisIndenture if received by them or it, directly to the holders of SeniorIndebtedness (pro rata to such holders on the basis of the respective amountsof Senior Indebtedness held by such holders, or as otherwise required by law ora court order) or their Representative or Representatives, or to the trustee ortrustees under any indenture pursuant to which any instruments evidencing anySenior Indebtedness may have been issued, as their respective interests mayappear, to the extent necessary to pay all Senior Indebtedness in full in cash,or other payment satisfactory to the holders of Senior Indebtedness, aftergiving effect to any concurrent payment or distribution to or for the holdersof Senior Indebtedness, before any payment or distribution is made to theHolders of the Securities or to the Trustee.

For purposes of this Article 5, the words, "cash, propertyor securities" shall not be deemed to include shares of stock of the Company asreorganized or readjusted, or securities of the Company or any othercorporation provided for by a plan of reorganization or readjustment, thepayment of which is subordinated at least to the extent provided in thisArticle 5 with respect to the Securities to the payment of all SeniorIndebtedness which may at the time be outstanding; provided that(i) the Senior Indebtedness is assumed by the newcorporation, if any, resulting from any reorganization or readjustment, and(ii) the rights of the holders of Senior Indebtedness (other than leaseswhich are not assumed by the Company or the new corporation, as the case maybe) are not, without the consent of such holders, altered by such reorganizationor readjustment.  The consolidation ofthe Company with, or the merger of the Company into, another corporation or theliquidation or dissolution of the Company following the conveyance, transfer orlease of its property as an entirety, or substantially as an entirety, toanother corporation upon the terms and conditions provided for in Article 7shall not be deemed a dissolution, winding-up, liquidation or reorganizationfor the purposes of this Section 5.2 if such other corporation shall, as apart of such consolidation, merger, conveyance, transfer or lease, comply withthe conditions stated in Article 7.

In the event of the acceleration of the Securities becauseof an Event of Default, no payment or distribution shall be made to the Trusteeor any Holder of Securities in respect of the principal of, premium, if any,interest or Additional Interest, if any, on the Securities by the Company(including, but not limited to, the Redemption Price with respect to theSecurities called for redemption or the Change in Control Purchase Price or PutRight Purchase Price with respect to the Securities subject to purchase inaccordance with Article 3 as provided in this Indenture), except payments anddistributions made by the Trustee as permitted by Section 5.5, until all SeniorIndebtedness has been paid in full in cash or other payment satisfactory to theholders of Senior Indebtedness or such acceleration is rescinded in accordancewith the terms of this Indenture.  Ifpayment of the Securities is accelerated because of an Event of Default, theCompany shall promptly notify holders of Senior Indebtedness of suchacceleration.

In the event that, notwithstanding the foregoingprovisions, any payment or distribution of assets of the Company of any kind orcharacter, whether in cash, property or securities (including, withoutlimitation, by way of setoff or otherwise), prohibited by the foregoing, shallbe received by the Trustee or the Holders of the Securities before all SeniorIndebtedness is paid in full, in cash or other payment satisfactory to theholders of Senior Indebtedness, or provision is made for such payment thereofin accordance with its terms in cash or other payment satisfactory to theholders of Senior Indebtedness, such payment or distribution shall be held intrust for the benefit of and shall be paid over or delivered to the holders ofSenior Indebtedness or their Representative or Representatives, or to thetrustee or trustees under any indenture pursuant to which any instrumentsevidencing any Senior Indebtedness may have been issued, as their respectiveinterests may appear, as calculated by the Company, for application to thepayment of all Senior Indebtedness remaining unpaid to the extent necessary topay all Senior Indebtedness in full, in cash or other payment satisfactory tothe holders of Senior Indebtedness, after giving effect to any concurrentpayment or distribution to or for the holders of such Senior Indebtedness.

Nothing in this Section 5.2 shall apply to claims of, orpayments to, the Trustee under or pursuant to Section 9.7.  This Section 5.2 shall be subject to thefurther provisions of Section 5.5.

Section 5.3          SUBROGATION OF SECURITIES.  

Subject to the payment in full, in cash or other paymentsatisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness,the rights of the Holders of the Securities shall be subrogated to the extentof the payments or distributions made to the holders of such SeniorIndebtedness pursuant to the provisions of this Article 5 (equally and ratablywith the holders of all indebtedness of the Company which by its express termsis subordinated to other indebtedness of the Company to substantially the sameextent as the Securities are subordinated and is entitled to like rights ofsubrogation) to the rights of the holders of Senior Indebtedness to receivepayments or distributions of cash, property or securities of the Companyapplicable to the Senior Indebtedness until the principal, premium, if any,interest and Additional Interest, if any, on the Securities shall be paid infull in cash or other payment satisfactory to the holders of SeniorIndebtedness; and, for the purposes of such subrogation, no payments ordistributions to the holders of the Senior Indebtedness of any cash, propertyor securities to which the Holders of the Securities or the Trustee would beentitled except for the provisions of this Article 5, and no payment overpursuant to the provisions of this Article 5, to or for the benefit of theholders of Senior Indebtedness by Holders of the Securities or the Trustee,shall, as between the Company, its creditors other than holders of SeniorIndebtedness, and the Holders of the Securities, be deemed to be a payment bythe Company to or on account of the Senior Indebtedness; and no payments or distributionsof cash, property or securities to or for the benefit of the Holders of theSecurities pursuant to the subrogation provisions of this Article 5, whichwould otherwise have been paid to the holders of Senior Indebtedness shall bedeemed to be a payment by the Company to or for the account of theSecurities.  It is understood that theprovisions of this Article 5 are and are intended solely for the purposes ofdefining the relative rights of the Holders of the Securities, on the one hand,and the holders of the Senior Indebtedness, on the other hand.

Nothing contained in this Article 5 or elsewhere in thisIndenture or in the Securities is intended to or shall impair, as among theCompany, its creditors other than the holders of Senior Indebtedness, and theHolders of the Securities, the obligation of the Company, which is absolute andunconditional, to pay to the Holders of the Securities the principal of (andpremium, if any), interest and Additional Interest, if any, on the Securitiesas and when the same shall become due and payable in accordance with theirterms, or is intended to or shall affect the relative rights of the Holders ofthe Securities and creditors of the Company other than the holders of theSenior Indebtedness, nor shall anything herein or therein prevent the Trusteeor the Holder of any Security from exercising all remedies otherwise permittedby applicable law upon default under this Indenture, subject to the rights, ifany, under this Article 5 of the holders of Senior Indebtedness in respect ofcash, property or securities of the Company received upon the exercise of anysuch remedy.

Upon any payment or distribution of assets of the Companyreferred to in this Article 5, the Trustee, subject to the provisions ofSection 9.1, and the Holders of the Securities shall be entitled to rely uponany order or decree made by any court of competent jurisdiction in which suchbankruptcy, dissolution, winding-up, liquidation or reorganization proceedingsare pending, or a certificate of the receiver, trustee in bankruptcy,liquidating trustee, agent or other person making such payment or distribution,delivered to the Trustee or to the Holders of the Securities, for the purposeof ascertaining the persons entitled to participate in such distribution, theholders of the Senior Indebtedness and other indebtedness of the Company, theamount thereof or payable thereon and all other facts pertinent thereto or tothis Article 5.

Section 5.4          AUTHORIZATION TO EFFECT SUBORDINATION.  

Each Holder of a Security by the Holder's acceptancethereof authorizes and directs the Trustee on the Holder's behalf to take suchaction as may be necessary or appropriate to effectuate the subordination asprovided in this Article 5 and appoints the Trustee to act as the Holder's attorney-in-factfor any and all such purposes.  If theTrustee does not file a proper proof of claim or proof of debt in the formrequired in any proceeding referred to in Section 5.3 hereof at least 30 daysbefore the expiration of the time to file such claim, the holders of any SeniorIndebtedness or their Representatives are hereby authorized to file anappropriate claim for and on behalf of the Holders of the Securities.

Section 5.5          NOTICE TO TRUSTEE.  

The Company shall give prompt written notice in the formof an Officers' Certificate to a Trust Officer of the Trustee and to any PayingAgent of any fact known to the Company that would prohibit the making of anypayment of monies to or by the Trustee or any Paying Agent in respect of theSecurities pursuant to the provisions of this Article 5.  Notwithstanding the provisions of thisArticle 5 or any other provision of this Indenture, the Trustee shall not becharged with knowledge of the existence of any facts which would prohibit themaking of any payment of monies to or by the Trustee in respect of theSecurities pursuant to the provisions of this Article 5, unless and until aTrust Officer of the Trustee shall have received written notice thereof at theCorporate Trust Office from the Company (in the form of an Officers'Certificate) or a Representative or a holder or holders of Senior Indebtednessor from any trustee thereof; and before the receipt of any such written notice,the Trustee, subject to the provisions of Section 9.1, shall be entitled in allrespects to assume that no such facts exist; provided that if on a datenot less than one Business Day prior to the date upon which by the terms hereofany such monies may become payable for any purpose (including, withoutlimitation, the payment of the principal of, or premium, if any, interest orAdditional Interest, if any, on any Security) the Trustee shall not havereceived, with respect to such monies, the notice provided for in this Section5.5, then, anything herein contained to the contrary notwithstanding, theTrustee shall have full power and authority to receive such monies and to applythe same to the purpose for which they were received, and shall not be affectedby any notice to the contrary which may be received by it on or after suchprior date. 

The Trustee, subject to the provisions of Section 9.1,shall be entitled to rely on the delivery to it of a written notice by aRepresentative or a person representing himself to be a holder of SeniorIndebtedness (or a trustee on behalf of such holder) to establish that suchnotice has been given by a Representative or a holder of Senior Indebtedness ora trustee on behalf of any such holder or holders.  In the event that the Trustee determines ingood faith that further evidence is required with respect to the right of anyPerson as a holder of Senior Indebtedness to participate in any payment ordistribution pursuant to this Article 5, the Trustee may request such Person tofurnish evidence to the reasonable satisfaction of the Trustee as to the amountof Senior Indebtedness held by such Person, the extent to which such Person isentitled to participate in such payment or distribution and any other factspertinent to the rights of such Person under this Article 5, and if suchevidence is not furnished the Trustee may defer any payment to such Personpending judicial determination as to the right of such Person to receive suchpayment.

Section 5.6          TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS. 

The Trustee in its individual capacity shall beentitled to all the rights set forth in this Article 5 in respect of any SeniorIndebtedness at any time held by it, to the same extent as any other holder ofSenior Indebtedness, and nothing in Section 9.11 or elsewhere in this Indentureshall deprive the Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness, theTrustee undertakes to perform or to observe only such of its covenants andobligations as are specifically set forth in this Article 5, and no impliedcovenants or obligations with respect to the holders of Senior Indebtednessshall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe anyfiduciary duty to the holders of Senior Indebtedness and, subject to the provisionsof Section 9.1, the Trustee shall not be liable to any holder of SeniorIndebtedness if it shall pay over or deliver to Holders of Securities, theCompany or any other person money or assets to which any holder of SeniorIndebtedness shall be entitled by virtue of this Article 5 or otherwise.

Section 5.7          NO IMPAIRMENT OF SUBORDINATION.  

No right of any present or future holder of any SeniorIndebtedness to enforce subordination as herein provided shall at any time inany way be prejudiced or impaired by any act or failure to act on the part ofthe Company or by any act or failure to act, in good faith, by any such holder,or by any noncompliance by the Company with the terms, provisions and covenantsof this Indenture, regardless of any knowledge thereof with which any suchholder may have or otherwise be charged.

Section 5.8          CERTAIN CONVERSIONS DEEMED PAYMENT.  

For the purposes of this Article 5 only, (1) theissuance and delivery of junior securities upon conversion of Securities inaccordance with Article 4 shall not be deemed to constitute a payment ordistribution on account of the principal of (or premium, if any), interest orAdditional Interest, if any, on Securities or on account of the purchase orother acquisition of Securities, and (2) the payment, issuance or deliveryof cash (except in satisfaction of fractional shares pursuant to Section 4.3),property or securities (other than junior securities) upon conversion of aSecurity shall be deemed to constitute payment on account of the principal ofsuch Security.  For the purposes of thisSection 5.8, the term "junior securities" means (a) shares of any stock ofany class of the Company, or (b) securities of the Company that aresubordinated in right of payment to all Senior Indebtedness that may beoutstanding at the time of issuance or delivery of such securities tosubstantially the same extent as, or to a greater extent than, the Securitiesare so subordinated as provided in this Article 5.  Nothing contained in this Article 5 orelsewhere in this Indenture or in the Securities is intended to or shall impair,as among the Company, its creditors other than holders of Senior Indebtednessand the Holders, the right, which is absolute and unconditional, of the Holderof any Security to convert such Security in accordance with Article 4.

Section 5.9          ARTICLE APPLICABLE TO PAYING AGENTS.  

If at any time any Paying Agent other than the Trusteeshall have been appointed by the Company and be then acting hereunder, the term"Trustee" as used in this Article shall (unless the context otherwise requires)be construed as extending to and including such Paying Agent within its meaningas fully for all intents and purposes as if such Paying Agent were named inthis Article in addition to or in place of the Trustee; provided,however, that the first paragraph of Section 5.5 shall not apply to the Companyor any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

Section 5.10      SENIOR INDEBTEDNESS ENTITLED TO RELY.  

The holders of Senior Indebtedness (including, withoutlimitation, Designated Senior Indebtedness) shall have the right to rely uponthis Article 5, and no amendment or modification of the provisions containedherein shall diminish the rights of such holders unless such holders shall haveagreed in writing thereto.

ARTICLE6.COVENANTS

Section 6.1          PAYMENT OF SECURITIES.

The Company shall promptly make all payments in respect ofthe Securities on the dates and in the manner provided in the Securities andthis Indenture.  An installment of principal, premium, if any, or interestand Additional Interest, if any, shall be considered paid on the date it is dueif the Paying Agent (other than the Company) holds by 11:00 a.m., New York Citytime, on that date money, deposited by the Company or an Affiliate thereof,sufficient to pay the installment.  The Company shall (in immediatelyavailable funds), to the fullest extent permitted by law, pay interest onoverdue principal (including premium, if any) and overdue installments ofinterest and Additional Interest, if any, at the rate borne by the Securitiesper annum.

Payment of the principal of (and premium, if any),interest and Additional Interest, if any, on the Securities shall be made atthe Corporate Trust Office of the Trustee in such coin or currency of theUnited States of America as at the time of payment is legal tender for paymentof public and private debts; provided, however, that at theoption of the Company payment of interest may be made by check mailed to theaddress of the Person entitled thereto as such address appears in the Register;providedfurther that a Holder with an aggregate principal amountin excess of $1,000,000 will be paid by wire transfer in immediately availablefunds at the election of such Holder if such Holder has provided wire transferinstructions to the Company at least 10 Business Days prior to the payment date.

The Company will pay interest (including post-petitioninterest in any proceeding under any Bankruptcy Law) on overdue principal andpremium, if any, from time to time on demand at the rate then in effect; itwill pay interest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue installments of interest and Additional Interest, ifany (without regard to any applicable grace periods) from time to time ondemand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve30-day months.

For the purposes of the InterestAct (Canada) and disclosure thereunder, whenever anyinterest is made payable hereunder or in the Securities at any rate orpercentage for or based on a period of 360 days, the yearly rate or percentageof interest to which such rate or percentage of interest is equivalent is therate or percentage stipulated herein or in the Securities multiplied by theactual number of days in the calendar year and divided by 360.  Theforegoing sentence is for disclosure purposes only and  shall not otherwise affect the termsof this Indenture or the Securities.  To the extent that the Interest Act (Canada) is applicable, all interest which accrues under thisIndenture or the Securities shall be calculated using the nominal rate methodand not the effective rate method and the deemedreinvestment principle shall not apply to such calculations.

Section 6.2          SEC REPORTS.

The Company shall file all reports and other informationand documents that it is required to file with the SEC pursuant toSection 13 or 15(d) of the Exchange Act, andwithin 15 days after it files them with the SEC, the Company shall file copiesof all such reports, information and other documents with the Trustee.

Delivery of such reports, information and documents to theTrustee is for informational purposes only and the Trustee's receipt of suchshall not constitute constructive notice of any information contained thereinor determinable from information contained therein, including the Company'scompliance with any of its covenants hereunder (as to which the Trustee isentitled to rely exclusively on Officers' Certificates).

Section 6.3          COMPLIANCE CERTIFICATES.

(a)              The Company shall deliver to the Trustee, within 90days after the end of each fiscal year, an Officers' Certificate stating that areview of the activities of the Company and its Subsidiaries during thepreceding fiscal year has been made under the supervision of the signingOfficers with a view to determining whether the Company has kept, observed,performed and fulfilled its obligations under this Indenture, and furtherstating, as to each such Officer signing such certificate, that to the best ofhis or her knowledge the Company has kept, observed, performed and fulfilledeach and every covenant contained in this Indenture and is not in default inthe performance or observance of any of the terms, provisions and conditions ofthis Indenture (or, if a Default or Event of Default shall have occurred,describing all such Defaults or Events of Default of which he or she may haveknowledge and what action the Company is taking or proposes to take withrespect thereto) and that to the best of his or her knowledge no event hasoccurred and remains in existence by reason of which payments on account of theprincipal of or interest, if any, on the Securities is prohibited or if suchevent has occurred, a description of the event and what action the Company istaking or proposes to take with respect thereto.

(b)              The Company shall, so long as any of the Securities areoutstanding, deliver to the Trustee, forthwith upon any Officer becoming awareof any Default or Event of Default, an Officers' Certificate specifying suchDefault or Event of Default and what action the Company is taking or proposesto take with respect thereto.   

Section 6.4          FURTHER INSTRUMENTS AND ACTS.

Upon request of the Trustee, the Company will execute anddeliver such further instruments and do such further acts as may be reasonablynecessary or proper to carry out more effectively the purposes of thisIndenture.

Section 6.5          MAINTENANCE OF CORPORATE EXISTENCE.

Subject to Article 7, the Company will do or cause to bedone all things necessary to preserve and keep in full force and effect its corporate existence.

Section 6.6          RULE 144A INFORMATION REQUIREMENT.

Within the period prior to the expiration of the holdingperiod applicable to sales thereof under Rule 144(k) under the SecuritiesAct (or any successor provision), the Company covenants and agrees that itshall, during any period in which it is not subject to Section 13 or 15(d)under the Exchange Act, upon the request of any Holder or beneficial holder ofthe Securities make available to such Holder or beneficial holder of Securitiesor any Common Stock issued upon conversion thereof which continue to be RestrictedSecurities in connection with any sale thereof and any prospective purchaser ofSecurities or such Common Stock designated by such Holder or beneficial holder,the information required pursuant to Rule 144A(d)(4) under the SecuritiesAct and it will take such further action as any Holder or beneficial holder ofsuch Securities or such Common Stock may reasonably request, all to the extentrequired from time to time to enable such Holder or beneficial holder to sellits Securities or Common Stock without registration under the Securities Actwithin the limitation of the exemption provided by Rule 144A, as such Rulemay be amended from time to time.  Upon the request of any Holder or anybeneficial holder of the Securities or such Common Stock, the Company willdeliver to such Holder a written statement as to whether it has complied withsuch requirements.

Section 6.7          STAY, EXTENSION AND USURY LAWS.

The Company covenants, to the extent it may lawfully doso, that it shall not at any time insist upon, plead, or in any mannerwhatsoever claim or take the benefit or advantage of, any stay, extension orusury law or other law which would prohibit or forgive the Company from payingall or any portion of the principal of, premium, if any, or interest andAdditional Interest, if any, on the Securities as contemplated herein, whereverenacted, now or at any time hereafter in force, or which may affect thecovenants or the performance of this Indenture, and the Company, to the extentit may lawfully do so, hereby expressly waives all benefit or advantage of anysuch 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 or anyAgent, but will suffer and permit the execution of every such power as thoughno such law had been enacted.

Section 6.8          ADDITIONAL INTEREST.

If at any time Additional Interest become payable by theCompany pursuant to the Registration Rights Agreement, the Company shallpromptly deliver to the Trustee a certificate to that effect and stating (i) the amount of such Additional Interest that is payableand (ii) the date on which such Additional Interest is payable pursuant to theterms of the Registration Rights Agreement. Unless and until a Trust Officer receives such a certificate, theTrustee may assume without inquiry that no Additional Interest is payable.  If the Company has paid Additional Interestdirectly to the Persons entitled to such Additional Interest, the Company shalldeliver to the Trustee a certificate setting forth the particulars of suchpayment.

ARTICLE7.CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 7.1          COMPANY MAY CONSOLIDATE, ETC, ONLY ONCERTAIN TERMS.

The Company shall not consolidate with or merge into anyother Person (in a transaction in which the Company is not the survivingcorporation) or convey, transfer or lease its properties and assetssubstantially as an entirety to any Person (other than to one or more whollyowned Subsidiaries), unless:

(1)              in case the Company shall consolidate with or mergeinto another Person (in a transaction in which the Company is not the survivingcorporation) or convey, transfer or lease its properties and assetssubstantially as an entirety to any Person, the Person formed by suchconsolidation or into which the Company is merged or the Person that acquiresby conveyance or transfer, or that leases, the properties and assets of theCompany substantially as an entirety shall be a corporation organized andvalidly existing under the laws of the United States of America, any Statethereof or the District of Columbia and shall expressly assume, by an indenturesupplemental hereto, executed and delivered to the Trustee, in formsatisfactory to the Trustee, the due and punctual payment of the principal ofand any premium and interest and Additional Interest, if any, on all theSecurities and all other Obligations and the performance or observance of everycovenant of this Indenture on the part of the Company to be performed orobserved and the conversion rights shall be provided for in accordance withArticle 4;

(2)              immediately after givingeffect to such transaction, no Default, and no Event of Default, shall havehappened and be continuing; and

(3)              the Company has delivered to the Trustee an Officers'Certificate and an Opinion of Counsel, each stating that such consolidation,merger, conveyance, transfer or lease and, if a supplemental indenture isrequired in connection with such transaction, such supplemental indenturecomply with this Article and that all conditions precedent herein provided forrelating to such transaction have been complied with.

Section 7.2          SUCCESSOR SUBSTITUTED.

Upon any consolidation of the Company with, or merger ofthe Company into, any other Person or any conveyance, transfer or lease of theproperties and assets of the Company substantially as an entirety in accordancewith Section 7.1, the successor Person formed by such consolidation or intowhich the Company is merged or to which such conveyance, transfer or lease ismade shall succeed to, and be substituted for, and may exercise every right andpower of, the Company under this Indenture with the same effect as if suchsuccessor Person had been named as the Company herein, and thereafter, exceptin the case of a lease, the predecessor Person shall be relieved of allobligations and covenants under this Indenture and the Securities.

ARTICLE8.DEFAULT AND REMEDIES

Section 8.1          EVENTS OF DEFAULT.

An "Event of Default" shall occur if:

(1)              the Company defaults in the payment of any principal of(including, without limitation, any premium, if any, on) any Security when thesame becomes due and payable (whether at maturity, upon redemption, on a Changein Control Purchase Date or Put Right Purchase Date or otherwise), whether ornot such payment shall be prohibited by the provisions of Article 5hereof; or

(2)              the Company fails to pay anyinterest, including Additional Interest, if any, on any Security when due ifsuch failure continues for 30 days; or

(3)              the Company fails to complywith any other covenant or warranty contained in the Securities or in thisIndenture and the default continues for the period and after the noticespecified below; or

(4)              the Company fails to deliver shares of Common Stockupon conversion of any Securities as required under this indenture for 10 daysafter notice is given in accordance with Section 4.2 of this Indenture; or

(5)              the Company defaults in the payment of the purchaseprice of any Security when the same becomes due and payable, whether or notsuch payment shall be prohibited by the provisions of Article 5 hereof; or

(6)              the Company fails to provide aChange in Control Purchase Notice when required by Section 3.8; or

(7)              any Indebtedness for money borrowed by the Company orany Significant Subsidiary in an outstanding principal amount in excess of$20,000,000 (including any Indebtedness Guaranteed by the Company or any of itsSignificant Subsidiaries), whether such Indebtedness now exists or shallhereafter be created, is not paid at final maturity (either at its statedmaturity or upon acceleration thereof); or

(8)              the Company or any of itsSignificant Subsidiaries, pursuant to or within the meaning of any BankruptcyLaw:

(A)             commences a voluntary case orproceeding;

(B)              consents to the entry of anorder for relief against it in an involuntary case or proceeding;

(C)              consents to the appointment ofa Custodian of it or for all or substantially all of its property; or

(D)             makes a general assignment forthe benefit of its creditors; or

(9)              a court of competentjurisdiction enters an order or decree under any Bankruptcy Law that:

(A)             is for relief against theCompany or any Significant Subsidiary of the Company in an involuntary case orproceeding;

(B)              appoints a Custodian of theCompany or any Significant Subsidiary of the Company or for all orsubstantially all of the property of the Company or any Significant Subsidiaryof the Company; or

(C)              orders the liquidation of theCompany or any Significant Subsidiary of the Company;

andin each case of this subclause (9) the order ordecree remains unstayed and in effect for 60consecutive days.

The term "Bankruptcy Law" means Title 11 of theUnited States Code (or any successor thereto) or any similar federal or statelaw for the relief of debtors.  The term "Custodian" means any receiver,trustee, assignee, liquidator, sequestrator orsimilar official under any Bankruptcy Law.

A default under clause (3) or (7) above is not anEvent of Default until the Trustee notifies the Company, or the Holders of atleast 25% in aggregate principal amount of the Securities then outstandingnotify the Company and the Trustee, in writing of the default, and the Company doesnot cure the default, and in the case of clause (7) above, such Indebtedness isnot discharged, and such default is not cured or rescinded within 30 days afterwritten notice is provided by the, within 30 days after receipt of such notice.The notice given pursuant to this Section 8.1 must specify the default,demand that it be remedied and state that the notice is a "Notice ofDefault."  When any default under this Section 8.1 is cured, itceases.

The Trustee shall not be charged with knowledge of anyEvent of Default unless written notice thereof shall have been given to a TrustOfficer at the Corporate Trust Office of the Trustee by the Company, a PayingAgent, any Holder or any agent of any Holder.

Section 8.2          ACCELERATION.

If an Event of Default (other than an Event of Defaultspecified in clause (8) or (9) of Section 8.1) occurs and iscontinuing, the Trustee may, by notice to the Company, or the Holders of atleast 25% in aggregate principal amount of the Securities then outstanding may,by notice to the Company and the Trustee, declare all unpaid principal to thedate of acceleration on the Securities then outstanding (if not then due andpayable) to be due and payable upon any such declaration, and the same shallbecome and be immediately due and payable.  If an Event of Defaultspecified in clause (8) or (9) of Section 8.1 occurs, all unpaidprincipal of the Securities then outstanding shall ipso facto become and beimmediately due and payable without any declaration or other act on the part ofthe Trustee or any Holder.  The Holders of a majority in aggregateprincipal amount of the Securities then outstanding by notice to the Trusteemay rescind an acceleration of Securities and its consequences if (a) allexisting Events of Default, other than the nonpayment of the principal of theSecurities which has become due solely by such declaration of acceleration,have been cured or waived; (b) to the extent the payment of such interestis lawful, interest on overdue installments of interest and overdue principal, whichhas become due otherwise than by such declaration of acceleration, has beenpaid; (c) the rescission would not conflict with any judgment or decree ofa court of competent jurisdiction; and (d) all payments due to the Trusteeand any predecessor Trustee under Section 9.7 have been made.  Nosuch rescission shall affect any subsequent default or impair any rightconsequent thereto.

Section 8.3          OTHER REMEDIES.

If an Event of Default occurs and is continuing, theTrustee may, but shall not be obligated to, pursue any available remedy byproceeding at law or in equity to collect the payment of the principal of orinterest on the Securities or to enforce the performance of any provision ofthe Securities or this Indenture.

The Trustee may maintain a proceeding even if it does notpossess any of the Securities or does not produce any of them in theproceeding.  A delay or omission by the Trustee or any Securityholderin exercising any right or remedy accruing upon an Event of Default shall notimpair the right or remedy or constitute a waiver of or acquiescence in theEvent of Default.  No remedy is exclusive of any other remedy.  Allavailable remedies are cumulative to the extent permitted by law.

Section 8.4          WAIVER OF DEFAULTS AND EVENTS OF DEFAULT.

Subject to Sections 8.7 and 10.2, the Holders of amajority in aggregate principal amount of the Securities then outstanding bynotice to the Trustee may waive an existing default or Event of Default and itsconsequence, except a default or Event of Default in the payment of the principalof, premium, if any, or any interest on any Security, a failure by the Companyto convert any Securities into Common Stock or any default or Event of Defaultin respect of any provision of this Indenture or the Securities that, underSection 10.2, cannot be modified or amended without the consent of theHolder of each Security affected.  When a default or Event of Default iswaived, it is cured and ceases.

Section 8.5          CONTROL BY MAJORITY.

The Holders of a majority in aggregate principal amount ofthe Securities then outstanding may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or exercisingany trust or power conferred on it.  However, the Trustee may refuse tofollow any direction that conflicts with law or this Indenture, that theTrustee determines may be unduly prejudicial to the rights of another Holder orthe Trustee, or that may involve the Trustee in personal liability unless theTrustee is offered indemnity satisfactory to it; provided, however,that the Trustee may take any other action deemed proper by the Trustee whichis not inconsistent with such direction.

Section 8.6          LIMITATIONS ON SUITS.

A Holder of a Security may not pursue any remedy withrespect to this Indenture or the Securities (except actions for payment ofoverdue principal or interest or for the conversion of the Securities pursuantto Article 4) unless:

(1)              the Holder gives to theTrustee written notice of a continuing Event of Default;

(2)              the Holders of at least 25% inaggregate principal amount of the then outstanding Securities make a writtenrequest to the Trustee to pursue the remedy;

(3)              such Holder or Holders offerto the Trustee reasonable indemnity to the Trustee against any loss, liabilityor expense;

(4)              the Trustee does not complywith the request within 60 days after receipt of the request and the offer ofindemnity; and

(5)              no direction inconsistent withsuch written request has been given to the Trustee during such 60-day period bythe Holders of a majority in aggregate principal amount of the Securities thenoutstanding.

A Securityholder may not usethis Indenture to prejudice the rights of another Securityholderor to obtain a preference or priority over such other Securityholder.

Section 8.7          RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

Notwithstanding any other provision of this Indenture, theright of any Holder of a Security to receive payment of the principal of andinterest on the Security, on or after the respective due dates expressed in theSecurity and this Indenture, to convert such Security in accordance withArticle 4 and to bring suit for the enforcement of any such payment on orafter such respective dates or the right to convert, is absolute andunconditional and shall not be impaired or affected without the consent of theHolder.

Section 8.8          COLLECTION SUIT BY TRUSTEE.

If an Event of Default in the payment of principal orinterest specified in clause (1) or (2) of Section 8.1 occurs and iscontinuing, the Trustee may recover judgment in its own name and as trustee ofan express trust against the Company or another obligor on the Securities forthe whole amount of principal of, premium, accrued interest and AdditionalInterest, if any, remaining unpaid, together with, to the extent that paymentof such interest is lawful, interest on overdue principal and on overdueinstallments of interest, in each case at the rate of 2% per annum, and suchfurther amount as shall be sufficient to cover the costs and expenses ofcollection, including the reasonable compensation, expenses, disbursements andadvances of the Trustee, its agents and counsel.

Section 8.9          TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee may file such proofs of claim and other papersor documents as may be necessary or advisable in order to have the claims ofthe Trustee (including any claim for the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel) and theHolders allowed in any judicial proceedings relative to the Company (or anyother obligor on the Securities), its creditors or its property and shall beentitled and empowered to collect and receive any money or other propertypayable or deliverable on any such claims and to distribute the same, and anyCustodian in any such judicial proceeding is hereby authorized by each Holderto make such payments to the Trustee and, in the event that the Trustee shallconsent to the making of such payments directly to the Holders, to pay to theTrustee any amount due to it for the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel, and anyother amounts due the Trustee under Section 9.7, and to the extent thatsuch payment of the reasonable compensation, expenses, disbursements andadvances in any such proceedings shall be denied for any reason, payment of thesame shall be secured by a lien on, and shall be paid out of, any and alldistributions, dividends, money, securities and other property which theHolders may be entitled to receive in such proceedings, whether in liquidationor under any plan of reorganization or arrangement or otherwise.  Nothingherein contained shall be deemed to authorize the Trustee to authorize orconsent to, or, on behalf of any Holder, to authorize, accept or adopt any planof reorganization, arrangement, adjustment or composition affecting the Securitiesor the rights of any Holder thereof, or to authorize the Trustee to vote inrespect of the claim of any Holder in any such proceeding.

Section 8.10      PRIORITIES.

If the Trustee collects any money pursuant to thisArticle 8, it shall pay out the money in the following order:

First, to the Trustee for amounts due underSection 9.7;

Second, to the holders of Senior Indebtedness to theextent required by Article 5;

Third, to Holders for amounts due and unpaid on theSecurities for principal, premium and Additional Interest, if any, and interestratably, without preference or priority of any kind, according to the amountsdue and payable on the Securities for principal and interest, respectively; and

Fourth, the balance, if any, to theCompany.

The Trustee may fix a record date and payment date for anypayment to Holders pursuant to this Section 8.10.

Section 8.11      UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedyunder this Indenture or in any suit against the Trustee for any action taken oromitted by it as Trustee, a court in its discretion may require the filing byany party litigant in the suit of an undertaking to pay the costs of the suit,and the court in its discretion may assess reasonable costs, includingreasonable attorneys' fees and expenses, against any party litigant in thesuit, having due regard to the merits and good faith of the claims or defensesmade by the party litigant.  This Section 8.11 does not apply to asuit made by the Trustee, a suit by a Holder pursuant to Section 8.7, or asuit by Holders of more than 10% in aggregate principal amount of theSecurities then outstanding.

ARTICLE9.TRUSTEE

Section 9.1          DUTIES OF TRUSTEE.

(a)              If an Event of Default has occurred and is continuing,the Trustee shall exercise such of the rights and powers vested in it by thisIndenture and use the same degree of care and skill in its exercise as aprudent person in a similar capacity would exercise or use under thecircumstances in the conduct of his or her own affairs.

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

(1)              the Trustee need perform onlythose duties as are specifically set forth in this Indenture and no others; and

(2)              in the absence of bad faith onits part, the Trustee may conclusively rely, as to the truth of the statementsand the correctness of the opinions expressed therein, upon certificates oropinions furnished to the Trustee and conforming to the requirements of thisIndenture.  The Trustee, however, shall examine any certificates andopinions which by any provision hereof are specifically required to be deliveredto the Trustee to determine whether or not they conform to the requirements ofthis Indenture.

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

(1)              this paragraph does not limitthe effect of subsection (b) of this Section 9.1;

(2)              the Trustee shall not be liable for any error ofjudgment made in good faith by a Trust Officer, unless it is proved that theTrustee was grossly negligent in ascertaining the pertinent facts; and

(3)              the Trustee shall not beliable with respect to any action it takes or omits to take in good faith inaccordance with a direction received by it pursuant to Section 8.5.

(d)              No provision of this Indenture shall require theTrustee to expend or risk its own funds or otherwise incur any financialliability in the performance of any of its duties hereunder or in the exerciseof any of its rights or powers unless the Trustee shall have received adequateindemnity in its opinion against potential costs and liabilities incurred by itrelating thereto.

(e)              Every provision of this Indenture that in any wayrelates to the Trustee is subject to subsections (a), (b), (c) and (d) ofthis Section 9.1.

(f)               The Trustee shall not be liable for interest or anyother investment income on any money received by it except as the Trustee mayagree in writing with the Company.  Money held in trust by the Trusteeneed not be segregated from other funds except to the extent required by law.

Section 9.2          RIGHTS OF TRUSTEE.

Subject to Section 9.1:

(a)              The Trustee may rely conclusively on any documentbelieved by it to be genuine and to have been signed or presented by the properperson.  The Trustee need not investigate any fact or matter stated in thedocument.

(b)              Before the Trustee acts or refrains from acting, it mayrequire an Officers' Certificate or an Opinion of Counsel, which shall conformto Section 12.4(b).  The Trustee shall not be liable for any actionit takes or omits to take in good faith in reliance on such Officers'Certificate or Opinion.

(c)              The Trustee may act through its agents and shall not beresponsible for the misconduct or negligence of any agent appointed with duecare.

(d)              The Trustee shall not be liable for any action it takesor omits to take in good faith which it believes to be authorized or within itsrights or powers.

(e)              The Trustee may consult with counsel of its selection,and the advice or opinion of such counsel as to matters of law shall be fulland complete authorization and protection in respect of any such action taken,omitted or suffered by it hereunder in good faith and in accordance with theadvice or opinion of such counsel.

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

(g)              The Trustee shall not be bound to make anyinvestigation into the facts or matters stated in any resolution, certificate,statement, instrument, opinion, report, notice, request, direction, consent,order, bond, debenture, note, other evidence of indebtedness or other paper ordocument, but the Trustee, in its discretion, may make such further inquiry orinvestigation into such facts or matters as it may see fit, and, if the Trusteeshall determine to make such further inquiry or investigation, it shall beentitled to examine the books, records and premises of the Company, personallyor by agent or attorney at the sole cost of the Company and shall incur noliability or additional liability of any kind by reason of such inquiry orinvestigation.

(h)              The Trustee shall not be deemed to have notice of anyDefault or Event of Default unless a Trust Officer of the Trustee has actualknowledge thereof or unless written notice by the Company or any Holder of anyevent which is in fact such a default is received by the Trustee at theCorporate Trust Office, and such notice references the Securities and thisIndenture.

(i)                The rights, privileges, protections, immunities andbenefits given to the Trustee, including, without limitation, its right to beindemnified, are extended to, and shall be enforceable by, the Trustee in eachof its capacities hereunder, and to each agent, custodian and other Personemployed to act hereunder.

Section 9.3          INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity maybecome the owner or pledgee of Securities and mayotherwise deal with the Company or an Affiliate of the Company with the samerights it would have if it were not Trustee.  Any Agent may do the samewith like rights.  However, the Trustee is subject to Sections 9.10and 9.11.

Section 9.4          TRUSTEE'S DISCLAIMER.

The Trustee makes no representation as to the validity oradequacy of this Indenture or the Securities, it shall not be accountable forthe Company's use of the proceeds from the Securities, and it shall not beresponsible for any statement in the Securities other than its certificate ofauthentication.

Section 9.5          NOTICE OF DEFAULT OR EVENTS OF DEFAULT.

If a Default or an Event of Default occurs and iscontinuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder notice of the Default or Event of Defaultwithin 90 days after the Trustee obtains knowledge of such Default or Event ofDefault.  However, the Trustee may withhold the notice if and so long as acommittee of its Trust Officers in good faith determines that withholdingnotice is in the interests of Securityholders, exceptin the case of a Default or an Event of Default in payment of the principal ofor interest on any Security.

Section 9.6          REPORTS BY TRUSTEE TO HOLDERS.

If such report is required by TIA Section 313, within60 days after each July 1, beginning with the July 1 following the date of thisIndenture, the Trustee shall mail to each Securityholdera brief report dated as of such July 1 that complies with TIASection 313(a).  The Trustee also shall comply with TIASection 313(b)(2) and (c).

A copy of each report at the time of its mailing to Securityholders shall be mailed to the Company and filedwith the SEC and each stock exchange, if any, on which the Securities arelisted.  The Company shall notify the Trustee whenever the Securitiesbecome listed on any stock exchange or listed or admitted to trading on anyquotation system and any changes in the stock exchanges or quotation systems onwhich the Securities are listed or admitted to trading and of any delisting thereof.

Section 9.7          COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to timesuch compensation (as agreed to from time to time by the Company and theTrustee in writing) for its services (which compensation shall not be limitedby any provision of law in regard to the compensation of a trustee of anexpress trust).  The Company shall reimburse the Trustee upon request forall reasonable disbursements, expenses and advances incurred or made by it. Such expenses may include the reasonable compensation, disbursements andexpenses of the Trustee's agents and counsel.

The Company shall indemnify the Trustee or any predecessorTrustee (which for purposes of this Section 9.7 shall include itsofficers, directors, employees and agents) for, and hold it harmless against,any and all loss, liability or expense (including reasonable legal fees andexpenses) including taxes (other than taxes based upon, measured by ordetermined by the income of the Trustee), incurred by it in connection with theacceptance or administration of its duties under this Indenture or any actionor failure to act as authorized or within the discretion or rights or powersconferred upon the Trustee hereunder including the reasonable costs andexpenses of the Trustee and its counsel in defending itself against any claimor liability in connection with the exercise or performance of any of itspowers or duties hereunder.  The Trustee shall notify the Company promptlyof any claim asserted against the Trustee for which it may seekindemnity.  The Company need not pay for any settlement without itswritten consent, which shall not be unreasonably withheld.

The Company need not reimburse the Trustee for any expenseor indemnify it against any loss or liability incurred by it resulting from itsgross negligence or bad faith.

To secure the Company's payment obligations in thisSection 9.7, the Trustee shall have a senior claim to which the Securitiesare hereby made subordinate on all money or property held or collected by theTrustee, except such money or property held in trust to pay the principal ofand interest on the Securities.  The obligations of the Company under thisSection 9.7 shall survive the satisfaction and discharge of this Indentureand the Securities or the resignation or removal of the Trustee.

When the Trustee incurs expenses or renders services afteran Event of Default specified in clause (8) or (9) of Section 8.1occurs, the expenses and the compensation for the services are intended toconstitute expenses of administration under any Bankruptcy Law.  Theprovisions of this Section shall survive the termination of this Indentureand the Securities.

Section 9.8          REPLACEMENT OF TRUSTEE.

The Trustee may resign by so notifying the Company. The Holders of a majority in aggregate principal amount of the Securities thenoutstanding may remove the Trustee by so notifying the Trustee and may, withthe Company's written consent, appoint a successor Trustee.  The Companymay remove the Trustee if:

(1)              the Trustee fails to complywith Section 9.10;

(2)              the Trustee is adjudged abankrupt or an insolvent;

(3)              a receiver or other publicofficer takes charge of the Trustee or its property; or

(4)              the Trustee becomes incapableof acting.

If the Trustee resigns or is removed or if a vacancyexists in the office of Trustee for any reason, the Company shall promptlyappoint a successor Trustee.  The resignation or removal of a Trusteeshall not be effective until a successor Trustee shall have delivered thewritten acceptance of its appointment as described below.

If a successor Trustee does not take office within 45 daysafter the retiring Trustee resigns or is removed, the retiring Trustee, theCompany or the Holders of 10% in principal amount of the Securities thenoutstanding may petition any court of competent jurisdiction for theappointment of a successor Trustee at the expense of the Company.

If the Trustee fails to comply with Section 9.10, anyHolder may petition any court of competent jurisdiction for the removal of theTrustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance ofits appointment to the retiring Trustee and to the Company.  Immediatelyafter that, the retiring Trustee shall transfer all property held by it as Trusteeto the successor Trustee and be released from its obligations (exclusive of anyliabilities that the retiring Trustee may have incurred while acting asTrustee) hereunder, the resignation or removal of the retiring Trustee shallbecome effective, and the successor Trustee shall have all the rights, powersand duties of the Trustee under this Indenture.  A successor Trustee shallmail notice of its succession to each Holder.

A retiring Trustee shall not be liable for the acts oromissions of any successor Trustee after its succession and shall be protectedin its actions taken in accordance with this Indenture prior to suchresignation.

Notwithstanding replacement of the Trustee pursuant tothis Section 9.8, the Company's obligations under Section 9.7 shallcontinue for the benefit of the retiring Trustee.

Section 9.9          SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates with, merges or converts into,or transfers all or substantially all of its corporate trust assets (includingthe administration of this Indenture) to, another corporation, the resulting,surviving or transferee corporation, without any further act, shall be thesuccessor Trustee, provided such transferee corporation shall qualifyand be eligible under Section 9.10.  Such successor Trustee shallpromptly mail notice of its succession to the Company and each Holder.

Section 9.10      ELIGIBILITY; DISQUALIFICATION.

The Trustee shall always satisfy the requirements ofparagraphs (1), (2) and (5) of TIA Section 310(a).  The Trustee(or its parent holding company) shall have a combined capital and surplus of atleast $50,000,000.  If at any time the Trustee shall cease to satisfy anysuch requirements, it shall resign immediately in the manner and with theeffect specified in this Article 9.  The Trustee shall be subject tothe provisions of TIA Section 310(b).  Nothing herein shall preventthe Trustee from filing with the SEC the application referred to in thepenultimate paragraph of TIA Section 310(b).

Section 9.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

ARTICLE10.AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.1      WITHOUT CONSENT OF HOLDERS.

The Company and the Trustee may amend or supplement theIndenture or the Securities without notice to or consent of any Securityholder:

(a)              to comply withSections 4.11 and 7.1;

(b)              to cure any ambiguity, defector inconsistency;

(c)              to make any other change thatdoes not adversely affect the rights of any Securityholder;

(d)              to comply with the provisionsof the TIA;

(e)              to add to the covenants of the Company for the equaland ratable benefit of the Securityholders or tosurrender any right, power or option conferred upon the Company; or

(f)               to appoint a successorTrustee.

Section 10.2      WITH CONSENT OF HOLDERS.

The Company and the Trustee may amend or supplement theSecurities or this Indenture with the written consent of the Holders of atleast a majority in aggregate principal amount of the Securities thenoutstanding.  The Holders of at least a majority in aggregate principalamount of the Securities then outstanding may waive compliance in a particularinstance by the Company with any provision of the Securities or this Indenturewithout notice to any Securityholder.  However,notwithstanding the foregoing but subject to Section 10.4, without thewritten consent of each Securityholder affected, anamendment, supplement or waiver, including a waiver pursuant to Section 8.4,may not:

(a)              change the stated maturity ofthe principal of, or interest on, any Security;

(b)              reduce the principal amountof, or any premium or interest on, any Security;

(c)              reduce the amount of principalpayable upon acceleration of the maturity of any Security;

(d)              change the place or currencyof payment of principal of, or any premium or interest on, any Security;

(e)              impair the right to institutesuit for the enforcement of any payment on, or with respect to, any Security;

(f)               modify the provisions withrespect to the purchase right of Holders pursuant to Article 3 upon a Change inControl or as described in Section 3.11 in a manner adverse to Holders;

(g)              adversely affect the right ofHolders to convert Securities other than as provided in or under Article 4 ofthis Indenture;

(h)              modify the subordinationprovisions of Article 5 in a manner materially adverse to the Holders ofSecurities;

(i)                reduce the percentage of theaggregate principal amount of the outstanding Securities whose Holders mustconsent to a modification or amendment;

(j)                reduce the percentage of the aggregate principal amountof the outstanding Securities necessary for the waiver of compliance withcertain provisions of this Indenture or the waiver of certain defaults underthis Indenture;  

(k)              modify any of the provisions of this Section or Section8.4, except to increase any such percentage or to provide that certainprovisions of this Indenture cannot be modified or waived without the consentof the Holder of each outstanding Security affected thereby; and

(l)                waive a default or Event of Default in the payment ofprincipal of or premium or Additional Interest, if any, or interest on theSecurities (except a rescission of acceleration of the Securities by theHolders of at least a majority in aggregate principal amount of the thenoutstanding Securities and a waiver of the payment default that resulted fromsuch acceleration).

It shall not be necessary for the consent of the Holdersunder this Section 10.2 to approve the particular form of any proposedamendment, supplement or waiver, but it shall be sufficient if such consentapproves the substance thereof.

After an amendment, supplement or waiver under thisSection 10.2 becomes effective, the Company shall mail to the Holdersaffected thereby a notice briefly describing the amendment, supplement orwaiver.  Any failure of the Company to mail such notice, or any defecttherein, shall not, however, in any way impair or affect the validity of anysuch amendment, supplement or waiver. An amendment or supplement under thisSection 10.2 or under Section 10.1 may not make any change thatadversely affects the rights under Article 5 of any holder of an issue ofSenior Indebtedness unless the holders of that issue, pursuant to its terms,consent to the change.

Section 10.3      COMPLIANCE WITH TRUST INDENTURE ACT.

Every amendment to or supplement of this Indenture or theSecurities shall comply with the TIA as in effect at the date of such amendmentor supplement.

Section 10.4      REVOCATION AND EFFECT OF CONSENTS.

Until an amendment, supplement or waiver becomes effective,a consent to it by a Holder is a continuing consent bythe Holder and every subsequent Holder of a Security or portion of a Securitythat evidences the same debt as the consenting Holder's Security, even ifnotation of the consent is not made on any Security.  However, any suchHolder or subsequent Holder may revoke the consent as to its Security orportion of a Security if the Trustee receives the notice of revocation beforethe date the amendment, supplement or waiver becomes effective.

After an amendment, supplement or waiver becomeseffective, it shall bind every applicable Securityholder,unless it makes a change described in any of clauses (a) through (l) ofSection 10.2.  In that case the amendment, supplement or waiver shallbind each Holder of a Security who has consented to it and every subsequentHolder of a Security or portion of a Security that evidences the same debt asthe consenting Holder's Security.

Section 10.5      NOTATION ON OR EXCHANGE OF SECURITIES.

If an amendment, supplement or waiver changes the terms ofa Security, the Trustee may require the Holder of the Security to deliver it tothe Trustee.  The Trustee may place an appropriate notation on theSecurity about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company inexchange for the Security shall issue and the Trustee shall authenticate a newSecurity that reflects the changed terms.

Section 10.6      TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall sign any amendment or supplementalindenture authorized pursuant to this Article 11 if the amendment orsupplemental indenture does not adversely affect the rights, duties,liabilities or immunities of the Trustee.  If it does, the Trustee may, inits sole discretion, but need not sign it.  In signing or refusing to signsuch amendment or supplemental indenture, the Trustee shall be entitled toreceive and, subject to Section 9.1, shall be fully protected in relyingupon, an Opinion of Counsel stating that such amendment or supplemental indentureis authorized or permitted by this Indenture.  The Company may not sign anamendment or supplement indenture until the Board of Directors approves it.

Section 10.7      EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture underthis Article, this Indenture shall be modified in accordance therewith, andsuch supplemental indenture shall form a part of this Indenture for allpurposes; and every Holder of Securities theretofore or thereafterauthenticated and delivered hereunder shall be bound thereby.

ARTICLE11.SATISFACTION AND DISCHARGE

Section 11.1      SATISFACTION AND DISCHARGEOF THE INDENTURE.  

ThisIndenture shall cease to be of further effect (except as to any survivingrights of conversion, registration of transfer or exchange of Securities hereinexpressly provided for), and the Trustee, on demand of and at the expense ofthe Company, shall execute proper instruments acknowledging satisfaction anddischarge of this Indenture, when

(a)           either

(i)            allSecurities theretofore authenticated and delivered (other than Securities thathave been destroyed, lost or stolen and which have been replaced or paid asprovided in Section 2.7) have been delivered to theTrustee for cancellation; or

(ii)           allsuch Securities not theretofore delivered to the Trustee for cancellation havebecome due and payable or will become due and payable within one year, or areto be called for redemption within one year under arrangements satisfactory tothe Trustee for the giving of notice of redemption by the Trustee in the name,and at the expense, of the Company, and, in each case, the Company hasdeposited or caused to be deposited with the Trustee as trust funds in trustfor the purpose an amount sufficient to pay and discharge the entireindebtedness evidenced by such Securities not theretofore delivered to theTrustee for cancellation; 

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

(c)           the Company has delivered to the Trustee an Officers'Certificate and an Opinion of Counsel, each stating that all conditionsprecedent herein provided for relating to the satisfaction and discharge ofthis Indenture have been complied with.

Notwithstanding the satisfactionand discharge of this Indenture, the obligations of the Company to the Trusteeunder Section 9.7 and, if money shall have been deposited with the Trusteepursuant to Section 11.1(a)(ii), the obligations of the Trustee under Section11.2 shall survive.

Section 11.2      Application of trust money.  

Allmoney deposited with the Trustee pursuant to Section 11.1 shall be held intrust and applied by it, in accordance with the provisions of the Securitiesand this Indenture, to the payment, either directly or through any Paying Agent(including the Company acting as its own Paying Agent) as the Trustee may determine,to the Persons entitled thereto, of the principal of, interest on, andAdditional Interest, if any, for whose payment such money has been depositedwith the Trustee.

ARTICLE12.MISCELLANEOUS

Section12.1        TRUST INDENTURE ACT CONTROLS.

If any provision of this Indenture limits, qualifies orconflicts with the duties imposed by any of Sections 310 to 317,inclusive, of the TIA through operation of Section 318(c) thereof, suchimposed duties shall control.

Section12.2        NOTICES.

Any demand, authorization notice, request, consent or communicationshall be given in writing and delivered in person or mailed by first-classmail, postage prepaid, addressed as follows or transmitted by facsimiletransmission (confirmed by delivery in person or mail by first-class mail,postage prepaid, or by guaranteed overnight courier) to the following facsimilenumbers:

If to the Company or any Guarantor, to:

Mentor Corporation201 Mentor Drive Santa Barbara, California  93111Attention:  General CounselFacsimile No.:  (805) 879-6008

ifto the Trustee, to:

U.S. BankNational Association633 WestFifth Street, 24th FloorLM-CA-T24TLos Angeles, California  90071Attention: Corporate Trust Services (Mentor Corporation 23⁄4% ConvertibleSubordinated Notes due 2024)Facsimile No.: (213) 615-6197  

Such notices or communications shall be effective whenreceived.

The Company or the Trustee by notice to the other maydesignate additional or different addresses for subsequent notices orcommunications.

Any notice or communication mailed to a Securityholder shall be mailed by first-class mail ordelivered by an overnight delivery service to it at its address shown on theregister kept by the Primary Registrar.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect itssufficiency with respect to other Securityholders. If a notice or communication to a Securityholder ismailed in the manner provided above, it is duly given, whether or not theaddressee receives it.

Section12.3        COMMUNICATIONSBY HOLDERS WITH OTHER HOLDERS.

Securityholders may communicatepursuant to TIA Section 312(b) with other Securityholderswith respect to their rights under this Indenture or the Securities.  TheCompany, the Trustee, the Registrar and any other person shall have theprotection of TIA Section 312(c).

Section12.4        CERTIFICATEAND OPINION AS TO CONDITIONS PRECEDENT.

(a)              Upon any request or application by the Company to theTrustee to take any action under this Indenture, the Company shall furnish tothe Trustee at the request of the Trustee:

(1)              an Officers' Certificate statingthat, in the opinion of the signers, all conditions precedent (including anycovenants, compliance with which constitutes a condition precedent), if any,provided for in this Indenture relating to the proposed action have beencomplied with; and

(2)              an Opinion of Counsel stating that, in the opinion ofsuch counsel, all such conditions precedent (including any covenants,compliance with which constitutes a condition precedent) have been compliedwith.

(b)              Each Officers' Certificate andOpinion of Counsel with respect to compliance with a condition or covenantprovided for in this Indenture shall include:

(1)              a statement that the personmaking such certificate or opinion has read such covenant or condition;

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

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

(4)              a statement as to whether ornot, in the opinion of such person, such condition or covenant has beencomplied with;

providedhowever,that with respect to matters of fact an Opinion of Counsel may rely on anOfficers' Certificate or certificates of public officials.

Section12.5        RECORDDATE FOR VOTE OR CONSENT OF SECURITYHOLDERS.

The Company may set a record date for purposes ofdetermining the identity of Holders entitled to vote or consent to any actionby vote or consent authorized or permitted under this Indenture, which recorddate shall not be more than thirty (30) days prior to the date of thecommencement of solicitation of such action.  Notwithstanding the provisionsof Section 10.4, if a record date is fixed, those persons who were Holdersof Securities at the close of business on such record date (or their dulydesignated proxies), and only those persons, shall be entitled to take suchaction by vote or consent or to revoke any vote or consent previously given,whether or not such persons continue to be Holders after such record date.

Section12.6        RULESBY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION  AGENT.

The Trustee may make reasonable rules (not inconsistent withthe terms of this Indenture) for action by or at a meeting of Holders. Any Registrar, Paying Agent or Conversion Agent may make reasonable rules forits functions.

Section12.7        LEGALHOLIDAYS.

A "Legal Holiday" is a Saturday, Sunday or a day on whichstate or federally chartered banking institutions in New York, New York and thestate in which the Corporate Trust Office is located are not required to beopen.  If a payment date is a Legal Holiday, payment shall be made on thenext succeeding day that is not a Legal Holiday, and no interest shall accruefor the intervening period.  If a regular record date is a Legal Holiday,the record date shall not be affected.

Section12.8        GOVERNINGLAW.

This Indenture and the Securities shall be governed by,and construed in accordance with, the laws of the State of New York.

Section12.9        NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Indenture may not be used to interpret anotherindenture, loan or debt agreement of the Company or a Subsidiary of theCompany.  Any such indenture, loan or debt agreement may not be used tointerpret this Indenture.

Section12.10       NO RECOURSE AGAINSTOTHERS.

All liability described in paragraph 18 of the Securitiesof any director, officer, employee or shareholder, as such, of the Company iswaived and released.

Section12.11       SUCCESSORS.

All agreements of the Company in this Indenture and theSecurities shall bind its successors.  All agreements of the Trustee inthis Indenture shall bind its successor.

Section12.12      MULTIPLE COUNTERPARTS.

The parties may sign multiple counterparts of thisIndenture.  Each signed counterpart shall be deemed an original, but allof them together represent the same agreement.

Section12.13      SEPARABILITY.

In case any provisions in this Indenture or in theSecurities shall be invalid, illegal or unenforceable, the validity, legalityand enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.

Section12.14      TABLE OF CONTENTS, HEADINGS, ETC.

The table of contents, cross-reference sheet and headingsof the Articles and Sections of this Indenture have been inserted forconvenience of reference only, are not to be considered a part hereof, andshall in no way modify or restrict any of the terms or provisions hereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have hereunto settheir hands as of the date and year first above written.

MENTOR CORPORATION

By:  /S/ADEL MICHAEL:Title:  CFO

U.S. BANK NATIONAL ASSOCIATION

as Trustee

By: /S/PAULA OSWALDTitle:  Vice President
 
**EXHIBIT A[FORM OF FACE OF SECURITY]**

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FORREGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (ANDANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANYTRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSONIS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTERESTHEREIN.  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THEINDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARYOR A NOMINEE THEREOF.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIESREGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEEONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS ANDUNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM,THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO ANOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARYOR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEETO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.][1]

[THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUEDIN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIESACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND THE SHARES OF COMMONSTOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BEOFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION ORAN APPLICABLE EXEMPTION THEREFROM.  EACHPURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITYMAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THESECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.][2]

[THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THECOMPANY THAT (A) THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD,PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO APERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTIONMEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATESIN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THESECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THESECURITIES ACT PROVIDED BY RULE 144 THEREUNDER(IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTUNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCEWITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANYPURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN(A) ABOVE.  IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY ORINDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITYEXCEPT AS PERMITTED UNDER THE SECURITIES ACT.]2

[THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITSOF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTUREREFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BEBOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTSAGREEMENT.]2

MENTOR CORPORATION

CUSIP:

A-

23⁄4% CONVERTIBLE Subordinated NOTES DUE January 1, 2024

Mentor Corporation, a Minnesota corporation (the"Company", which term shall include any successor corporation under theIndenture referred to on the reverse hereof), promises to pay to                                                          ,or registered assigns, the principal sum of                         ($              )on January 1, 2024[or such greater or lesser amount as is indicated on theSchedule of Exchanges of Notes on the other side of this Note][3]

This Note is convertible as specified on the other side ofthis Note.  Additional provisions of this Note are set forth on the otherside of this Note.

SIGNATURE PAGE FOLLOWS
 
IN WITNESS WHEREOF, the Company has caused this instrumentto be duly executed.

**MENTOR CORPORATION**

By:

Name:

Title:

Trustee's Certificate of Authentication:  This is oneof theSecurities referred to in the within-mentioned Indenture.

**U.S. Bank National Association**

 as Trustee

By: 

Authorized Signatory
 
**[FORM OF REVERSE SIDE OF SECURITY]**

**MENTOR CORPORATION**

**23⁄4%CONVERTIBLE subordinated NOTES DUE January 1, 2024**

1.                 INTEREST

Mentor Corporation, a Minnesota corporation (the"Company", which term shall include any successor corporation under theIndenture hereinafter referred to), promises to pay interest on the principalamount of this Note at the rate of 23⁄4% per annum from December 22, 2003 untilmaturity and shall pay the Additional Interest, if any, payable pursuant toSection 5 of the Registration Rights Agreement referred to below.  The Company will pay interest and AdditionalInterest, if any, semi-annually in arrears on January 1 and July 1 of eachyear, or if any such day is not a Business Day, on the next succeeding BusinessDay (each, an "Interest Payment Date"). Interest on the Notes will accrue from the most recent date to whichinterest has been paid or, if no interest has been paid, from the date ofissuance; provided that if there is no existing Defaultin the payment of interest, and if this Note is authenticated between a recorddate referred to on the face hereof and the next succeeding Interest PaymentDate, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall beJuly 1, 2004.  The Company will payinterest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue principal and premium, if any, from time to time ondemand at the rate then in effect; it will pay interest (includingpost-petition interest in any proceeding under any Bankruptcy Law) on overdueinstallments of interest and Additional Interest, if any (without regard to anyapplicable grace periods) from time to time on demand at the same rate to theextent lawful.  Interest will be computedon the basis of a 360-day year of twelve 30-day months.

2.                 METHOD OF PAYMENT

The Company shall pay interest on this Note and AdditionalInterest (pursuant to the Registration Rights Agreement), if any, to the personwho is the Holder of this Note at the close of business on December 15 or June15, as the case may be, next preceding the related Interest Payment Date (each,an "Interest Payment Record Date").  The Holder must surrender this Noteto a Paying Agent to collect payment of principal.  The Company will payprincipal and interest, including Additional Interest, if any,in money of the United States that at the time of payment is legal tender forpayment of public and private debts.  The Company may, however, payprincipal and interest, including Additional Interest, if any, in respect ofany Certificated Security by check or wire payable in such money; provided,however, that a Holder with an aggregate principal amount in excess of$1,000,000 will be paid by wire transfer in immediately available funds at theelection of such Holder if such Holder has provided wire transfer instructionsto the Company.  Notwithstanding the foregoing, so long as this Note isregistered in the name of a Depositary or its nominee, all payments hereonshall be made by wire transfer of immediately available funds to the account ofthe Depositary or its nominee.

3.                 PAYING AGENT, REGISTRAR AND CONVERSION AGENT

Initially, U.S. Bank National Association (the "Trustee",which term shall include any successor trustee under the Indenture hereinafterreferred to) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent withoutnotice to the Holder.  The Company or any of its Subsidiaries may, subjectto certain limitations set forth in the Indenture, act as Paying Agent orRegistrar.

4.                 INDENTURE, LIMITATIONS

This Note is one of a duly authorized issue of Securitiesof the Company designated as its 23⁄4% Convertible Subordinated Notes due January1, 2024 (the "Notes"), issued under an Indenture dated as of December 22, 2003(together with any supplemental indentures thereto, the "Indenture"), betweenthe Company and the Trustee.  The terms of this Note include those statedin the Indenture and those required by or made part of the Indenture byreference to the Trust Indenture Act of 1939, as amended, as in effect on thedate of the Indenture.  This Note is subject to all such terms, and theHolder of this Note is referred to the Indenture and said Act for a statementof them.

The Notes are subordinated unsecured obligations of theCompany limited to $150,000,000 aggregate principal amount. The Indenture doesnot limit other debt of the Company, secured or unsecured, including SeniorIndebtedness.

5.                 OPTIONAL REDEMPTION

The Company may redeem the notes for cash on January 1, 2009, upon atleast 30 days and not more than 60 days notice, at a redemption price equal to100.25% of the principal amount of the Notes, plus accrued and unpaid intereston such Notes, including Additional Interest, if any, to, but excluding, theRedemption Date. If (i) the Company has not givennotice pursuant to the Indenture of its intent to redeem the Notes on January1, 2009, but the average Conversion Value of the notes for the five TradingDays preceding November 30, 2008 exceeds 101% of the principal amount of theNotes, and (ii) the Company has not given notice pursuant to the Indenture thatit will not effect a redemption of the Notes on January 1, 2009, then the noteswill be deemed to have been called for redemption, in whole, on January 1,2009, without any notice required under the Indenture, at a Redemption Priceequal to 100.25% of the principal amount of the Notes, plus accrued and unpaidinterest on such Notes, including Additional Interest, if any, to, butexcluding, the Redemption Date.  On orafter January 2, 2009 (or, if January 1, 2009 is not a Business Day and theNotes have been called for redemption on January 1, on or after the second businessday after January 1, 2009), upon at least 30 days and no more than 60 daysnotice, the Company may redeem the Notes for cash, in whole or in part, at aRedemption Price equal to 100% of the principal amount of the Notes beingredeemed, plus accrued and unpaid interest on such Notes, including AdditionalInterest, if any, to, but excluding, the Redemption Date. Notwithstanding anyother provision of the Indenture or this Note, if the Redemption Date fallsafter an Interest Payment Record Date and on or before an Interest PaymentDate, then interest will be payable to the Holders in whose names the Notes areregistered at the close of business on the relevant Interest Payment RecordDates.

No sinking fund is provided for the Notes.

6.                 NOTICE OF REDEMPTION

Notice of redemption will be mailed by first-class mail atleast 30 days but not more than 60 days before the Redemption Date to eachHolder of Notes to be redeemed at its registered address.  Notes indenominations larger than $1,000 may be redeemed in part, but only in wholemultiples of $1,000.  On and after the Redemption Date, subject to thedeposit with the Paying Agent of funds sufficient to pay the Redemption Priceplus accrued interest and Additional Interest, if any, to, but excluding, theRedemption Date, interest and Additional Interest, if any, shall cease toaccrue on Notes or portions of them called for redemption.

7.                 PURCHASE OF NOTES AT OPTION OF HOLDER UPON A CHANGE INCONTROL

At the option of the Holder and subject to the terms andconditions of the Indenture, the Company shall become obligated to purchase allor any part specified by the Holder (so long as the principal amount of suchpart is $1,000 or an integral multiple of $1,000 in excess thereof) of theNotes held by such Holder on the date that is 30 Business Days after the occurrenceof a Change in Control, at a purchase price equal to 100% of the principalamount thereof together with any accrued interest and Additional Interest, ifany, up to, but excluding, the Change in Control Purchase Date.  TheHolder shall have the right to withdraw any Change in Control Purchase Notice(in whole or in a portion thereof that is $1,000 or an integral multiple of$1,000 in excess thereof) at any time prior to the close of business on theBusiness Day next preceding the Change in Control Purchase Date by delivering awritten notice of withdrawal to the Paying Agent in accordance with the termsof the Indenture.

8.                 PURCHASE OF NOTES AT OPTION OF HOLDER ON SPECIFIEDDATES

At the option of the Holder and subject to the terms andconditions of the Indenture, the Company shall become obligated to purchase allor any part specified by the Holder (so long as the principal amount of suchpart is $1,000 or an integral multiple of $1,000 in excess thereof) of theNotes held by such Holder on the applicable Put Right Purchase Date at apurchase price equal to 100% (or 100.25% if the Put Right Purchase Date isJanuary 1, 2009) of the principal amount thereof together with any accruedinterest and Additional Interest, if any, up to, but excluding, the Put RightPurchase Date.  The Holder shall have the right to withdraw any Put RightPurchase Notice (in whole or in a portion thereof that is $1,000 or an integralmultiple of $1,000 in excess thereof) at any time prior to the close ofbusiness on the Business Day next preceding the Put Right Purchase Date bydelivering a written notice of withdrawal to the Paying Agent in accordancewith the terms of the Indenture.

9.                 CONVERSION

A Holder of a Note may convert the principal amount ofsuch Note (or any portion thereof equal to $1,000 or any integral multiple of$1,000 in excess thereof) into shares of Common Stock at any time prior to theclose of business on January 1, 2024, subject to the conditions set forth inSection 4.1(a) of the Indenture; provided, however, that if theNote is called for redemption or subject to purchase upon a Change in Controlor upon exercise of the purchase right described in paragraph 8 above, theconversion right will terminate at the close of business on the Business Dayimmediately preceding the Redemption Date, the Change in Control Purchase Dateor the Put Right Purchase Date, as the case may be, for such Note or suchearlier date as the Holder presents such Note for redemption or purchase(unless the Company shall default in making the redemption payment, Change inControl Purchase Price or Put Right Purchase Price, as the case may be, whendue, in which case the conversion right shall terminate at the close ofbusiness on the date such default is cured and such Note is redeemed or purchased).  

The initial Conversion Price is $29.2890 per share ofCommon Stock.  The initial ConversionRate is approximately 34.1425 shares per $1,000 principal amount of Notes,subject to adjustment under certain circumstances as provided in the Indenture. The Conversion Price at any particular time is determined by dividing $1,000 bythe then-applicable Conversion Rate.  No fractional shares will be issuedupon conversion; in lieu thereof, an amount will be paid in cash based upon theClosing Price (as defined in the Indenture) of the Common Stock on the TradingDay immediately prior to the Conversion Date.

To convert a Note, a Holder must (a) complete andmanually sign the conversion notice set forth below and deliver such notice toa Conversion Agent, (b) surrender the Note to a Conversion Agent,(c) furnish appropriate endorsements and transfer documents if required bya Registrar or a Conversion Agent, and (d) pay any transfer or similartax, if required.  A Holder may convert a portion of a Note equal to$1,000 or any integral multiple thereof.

A Note in respect of which a Holder had delivered a Changein Control Purchase Notice or Put Right Purchase Notice exercising the optionof such Holder to require the Company to purchase such Note may be convertedonly if the Change in Control Purchase Notice or Put Right Purchase Notice, asthe case may be, is withdrawn in accordance with the terms of the Indenture.

10.              CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION

Any Notes called for redemption, unless surrendered forconversion before the close of business on the Business Day immediatelypreceding the Redemption Date, may be deemed to be purchased from the Holdersof such Notes at an amount not less than the Redemption Price, together withaccrued interest and Additional Interest, if any, to, but not including, theRedemption Date, by one or more investment bankers or other purchasers who mayagree with the Company to purchase such Notes from the Holders, to convert theminto Common Stock of the Company and to make payment for such Notes to thePaying Agent in trust for such Holders.

11.              SUBORDINATION

The indebtedness evidenced by the Notes is, to the extentand in the manner provided in the Indenture, subordinate and junior in right ofpayment to the prior payment in full of all Senior Indebtedness of the Companywhether outstanding at the date of the Indenture or thereafter incurred. AnyHolder by accepting this Note agrees to and shall be bound by suchsubordination provisions and authorizes the Trustee to give them effect. Inaddition to all other rights of Senior Indebtedness described in the Indenture,the Senior Indebtedness shall continue to be Senior Indebtedness and entitledto the benefits of the subordination provisions irrespective of any amendment,modification or waiver of any terms of any instrument relating to the SeniorIndebtedness or any extension or renewal of the Senior Indebtedness.

12.              DENOMINATIONS, TRANSFER, EXCHANGE

The Notes are in registered form, without coupons, indenominations of $1,000 and integral multiples of $1,000.  A Holder mayregister the transfer of or exchange Notes in accordance with theIndenture.  The Registrar may require a Holder, among other things, tofurnish appropriate endorsements and transfer documents and to pay any taxes orother governmental charges that may be imposed in relation thereto by law orpermitted by the Indenture.

13.              PERSONS DEEMED OWNERS

The Holder of a Note may be treated as the owner of it forall purposes.

14.              UNCLAIMED MONEY

If money for the payment of principal or interest andAdditional Interest, if any, remains unclaimed for two years, the Trustee orPaying Agent will pay the money back to the Company at its written request,subject to applicable unclaimed property law.  After that, Holdersentitled to money must look to the Company for payment as general creditorsunless an applicable abandoned property law designates another person.

15.              AMENDMENT, SUPPLEMENT AND WAIVER

Subject to certain exceptions, the Notes or the Indenturewith respect to the Notes may be amended or supplemented with the consent ofthe Holders of at least a majority in aggregate principal amount of the Notesthen outstanding, and an existing default or Event of Default with respect tothe Notes and its consequence or compliance with any provision of the Notes orthe Indenture with respect to the Notes may be waived in a particular instancewith the consent of the Holders of a majority in aggregate principal amount ofthe Notes then outstanding.  Without the consent of or notice to any Holder,the Company and the Trustee may amend or supplement the Indenture or the Notesto, among other things, cure any ambiguity, defect or inconsistency or make anyother change that does not adversely affect the rights of any Holder.

16.              SUCCESSOR ENTITY

When a successor corporation assumes all the obligationsof its predecessor under the Notes and the Indenture in accordance with theterms and conditions of the Indenture, the predecessor corporation (except incertain circumstances specified in the Indenture) bereleased from those obligations.

17.              DEFAULTS AND REMEDIES

Under the Indenture, an Event of Default with respect tothe Notes includes:  (i)  default inpayment of any principal (including, without limitation, any premium, if any)on the Notes when due; (ii) default in payment of interest, includingAdditional Interest, if any, on the Notes when due and continuance of suchdefault for a period of 30 days; (iii)  failure by the Company for 60 daysafter notice to it to comply with any of other covenant or warranty containedin the Notes or in the Indenture with respect to the Notes; (iv) failure toconvert notes into share of Common Stock upon conversion of any Notes asrequired under the Indenture for 10 days; (v) failure to pay the purchase priceof any Note when due; (vi) failure to provide timely notice of a Change inControl; (vii) default in the payment of certain indebtedness of the Company orany Significant Subsidiary; and (viii) certain events of bankruptcy, insolvencyor reorganization involving the Company or any of its SignificantSubsidiaries.  If an Event of Default with respect to the Notes (otherthan as a result of certain events of bankruptcy, insolvency or reorganizationof the Company) occurs and is continuing, the Trustee or the Holders of at least25% in aggregate principal amount of the Notes then outstanding may declare allunpaid principal to the date of acceleration on the Notes then outstanding tobe due and payable immediately, all as and to the extent provided in theIndenture.  If an Event of Default occurs as a result of certain events ofbankruptcy, insolvency or reorganization of the Company, unpaid principal ofthe Notes then outstanding shall become due and payable immediately without anydeclaration or other act on the part of the Trustee or any Holder, all as andto the extent provided in the Indenture.  Holders may not enforce theIndenture or the Notes except as provided in the Indenture.  The Trusteemay require indemnity satisfactory to it before it enforces the Indenture orthe Notes.  Subject to certain limitations, Holders of a majority inaggregate principal amount of the Notes then outstanding may direct the Trusteein its exercise of any trust or power.  The Trustee may withhold fromHolders notice of any continuing default (except a default in payment ofprincipal or interest, including Additional Interest, if any) if it determinesthat withholding notice is in their interests.  The Company is required tofile periodic reports with the Trustee as to the absence of default.

18.              TRUSTEE DEALINGS WITH THE COMPANY

U.S. Bank National Association, the Trustee under theIndenture, in its individual or any other capacity, may make loans to, acceptdeposits from and perform services for the Company or an Affiliate of theCompany, and may otherwise deal with the Company or an Affiliate of theCompany, as if it were not the Trustee.

19.              NO RECOURSE AGAINST OTHERS

A director, officer, employee or shareholder, as such, ofthe Company shall not have any liability for any obligations of the Company underthe Notes or the Indenture nor for any claim based on, in respect of or byreason of such obligations or their creation.  The Holder of this Note byaccepting this Note waives and releases all such liability.  The waiverand release are part of the consideration for the issuance of this Note.

20.              AUTHENTICATION

This Note shall not be valid until the Trustee or anauthenticating agent manually signs the certificate of authentication on theother side of this Note.

21.              ABBREVIATIONS AND DEFINITIONS

Customary abbreviations may be used in the name of theHolder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenantswith right of survivorship and not as tenants in common), CUST(= Custodian) and UGMA (= Uniform Gifts to MinorsAct).

All terms defined in the Indenture and used in this Notebut not specifically defined herein are defined in the Indenture and are usedherein as so defined.

22.              INDENTURE TO CONTROL; GOVERNING LAW

In the case of any conflict between the provisions of thisNote and the Indenture, the provisions of the Indenture shall control. This Note shall be governed by, and construed in accordance with, the laws ofthe State of New York.

The Company will furnish to anyHolder, upon written request and without charge, a copy of the Indenture. Requests may be made to: Mentor Corporation, 201 Mentor Drive, SantaBarbara, California 93111, (805) 879-6000,Attention:  General Counsel.
 
**ASSIGNMENT FORM**

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

                                                                                                                                                                                                

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

                                                                                                                                                                                                

                                                                                                                                                                                                

                                                                                                                                                                                                

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

 

and irrevocably appoint

                                                                                                                                                                                                

 

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

Your Signature:

Date:

(Sign exactly as your name appears on the

other side of this Note)

*Signature guaranteed by:

By:

*              signaturemust be guaranteed by an institution which is a member of one of the followingrecognized signature guaranty programs:  (i) theSecurities Transfer Agent Medallion Program (STAMP); (ii) the New YorkStock Exchange Medallion Program (MSP);(iii) the Stock Exchange Medallion Program (SEMP);or (iv) such other guaranty program acceptable to the Trustee.
 
**CONVERSION NOTICE**

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

To convert only part of this Note, state the principalamount to be converted (must be $1,000 or a integralmultiple of $1,000):  $               .

If you want the stock certificate made out in anotherperson's name, fill in the form below:

                                                                                                                                                                                                

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

                                                                                                                                                                                                

                                                                                                                                                                                                

                                                                                                                                                                                                

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

 

 

Your Signature:

Date:

(Sign exactly as your name appears on the

other side of this Note)

*Signature guaranteed by:

By:

*              The signature must be guaranteed by aninstitution which is a member of one of the following recognized signatureguaranty programs:  (i) the SecuritiesTransfer Agent Medallion Program (STAMP); (ii) the New York Stock ExchangeMedallion Program (MSP); (iii) the StockExchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to theTrustee.
 
**OPTION TO ELECT REPURCHASEUPON A CHANGE IN CONTROL**

To:         Mentor Corporation

The undersigned registered owner of this Security herebyirrevocably acknowledges receipt of a notice from Mentor Corporation (the"Company") as to the occurrence of a Change in Control with respect to theCompany and requests and instructs the Company to redeem the entire principalamount of this Security, or the portion thereof (which is $1,000 or an integralmultiple thereof) below designated, in accordance with the terms of theIndenture referred to in this Security at the Change in Control Purchase Price,together with accrued interest and Additional Interest, if any, to, butexcluding, such date, to the registered Holder hereof.

Dated: 

Signature(s) must be guaranteed by a qualified guarantor  institution with membership in an approved signature guarantee program  pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

Signature Guaranty

Principal amount to be redeemed

(in an integral multiple of $1,000, if less than all):

NOTICE:  The signatureto the foregoing Election must correspond to the Name as written upon the faceof this Security in every particular, without alteration or any changewhatsoever.

**OPTION TO ELECT REPURCHASEON SPECIFIED DATES**

To:         Mentor Corporation

The undersigned hereby requests and instructs the Companyto redeem the entire principal amount of this Security, or the portion thereof(which is $1,000 or an integral multiple thereof) below designated, on[________],  inaccordance with the terms of the Indenture referred to in this Security at thePut Right Purchase Price, together with any accrued interest and AdditionalInterest, if any, to, but excluding, such date, to the registered Holderhereof.

Dated: 

Signature(s) must be guaranteed by a qualified guarantor  institution with membership in an approved signature guarantee program  pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

Signature Guaranty

Principal amount to be redeemed

(in an integral multiple of $1,000, if less than all):

NOTICE:  The signatureto the foregoing Election must correspond to the Name as written upon the faceof this Security in every particular, without alteration or any changewhatsoever.

**SCHEDULE OF EXCHANGES OF NOTES****[4]**

The following exchanges, redemptions,repurchases or conversions of a part of this global Note have been made:

**Principal Amount  of this Global Note  Following Such  Decrease Date  of Exchange (or Increase)**

** **

**Authorized  Signatory of  Securities  Custodian**

** **

**Amount of Decrease in  Principal Amount  of this Global Note**

** **

**Amount of  Increase in  Principal Amount  of this Global Note**

** **

** **

** **

** **

** **

** **

** **

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**EXHIBIT BCERTIFICATE TO BE DELIVERED UPON EXCHANGE ORREGISTRATION OF RESTRICTED SECURITIES****[5]**

Re:          23⁄4%Convertible Subordinated Notes due 2024 (the "Notes") of Mentor Corporation

This certificate relates to $            principal amount of Notes owned in (check applicable box):

o  book-entry or    o  definitive form by                                (the "Transferor").

The Transferor has requested a Registrar or theTrustee to exchange or register the transfer of such Notes.

In connection with such request and in respect of eachsuch Note, the Transferor does hereby certify that the Transferor is familiarwith transfer restrictions relating to the Notes as provided inSection 2.12 of the Indenture dated as of December 22, 2003, betweenMentor Corporation and U.S. Bank National Association, as trustee (the "Indenture"),and the transfer of such Note is being made pursuant to an effectiveregistration statement under the Securities Act of 1933, as amended (the"Securities Act") (check applicable box) or the transfer or exchange, as thecase may be, of such Note does not require registration under the SecuritiesAct because (check applicable box):

o   Such Note is being transferredpursuant to an effective registration statement under the Securities Act.

o   Noteis being acquired for the Transferor's own account, without transfer.

o   Such Note is being transferred to theCompany or a Subsidiary (as defined in the Indenture) of the Company.

o   SuchNote is being transferred to a person the Transferor reasonably believes is a"qualified institutional buyer" (as defined in Rule 144A or any successorprovision thereto ("Rule 144A") under the Securities Act) that ispurchasing for its own account or for the account of a "qualified institutionalbuyer", in each case to whom notice has been given that the transfer is beingmade in reliance on such Rule 144A, and in each case in reliance onRule 144A.

o   SuchNote is being transferred pursuant to and in compliance with an exemption fromthe registration requirements under the Securities Act in accordance withRule 144 (or any successor thereto) ("Rule 144") under the SecuritiesAct.

o SuchNote is being transferred to a non-U.S. Person in anoffshore transaction in compliance with Rule 904 of Regulation S under theSecurities Act (or any successor thereto).

o   Such Note is being transferredpursuant to and in compliance with an exemption from the registrationrequirements of the Securities Act (other than an exemption referred to above)and as a result of which such Note will, upon such transfer, cease to be a"restricted security" within the meaning of Rule 144 under the SecuritiesAct.

The Transferor acknowledgesand agrees that, if the transferee will hold any such Notes in the form ofbeneficial interests in a global Note which is a "restricted security" withinthe meaning of Rule 144 under the Securities Act, then such transfer canonly be made pursuant to Rule 144A under the Securities Act to a"qualified institutional buyer" (as defined in Rule 144A) or pursuant toRegulation S under the Securities Act.

Date:

(Insert Name of Transferor)
 
[1]              These paragraphs should beincluded only if the Security is a Global Security.

[2]              Theseparagraphs to be included only if the Security is a Restricted Security.

2              These paragraphsto be included only if the Security is a Restricted Security.

[3]              This phrase should beincluded only if the Security is a Global Security.

[4]              This schedule should beincluded only if the Security is a Global Security.

[5]              This certificate should onlybe included if this Security is a Restricted Security.