Indenture, dated May 17, 2006


    
      

    
                                                                                                                   Exhibit
    4.1

    JDS
      UNIPHASE CORPORATION

     

    as
      Issuer

     

    AND

     

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

     

    as
      Trustee

     

    ____________________

     

    Indenture

     

    Dated
      as of May 17, 2006

     

    ___________________

     

    1.00%
      Senior Convertible Notes due 2026

     

    


     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    TABLE
      OF CONTENTS

    


    Page

     

    ARTICLE
      I

     

    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

    

      
        	
                Section
                  1.01

              	
                Definitions

              	
                1

              
	
                Section
                  1.02

              	
                Compliance
                  Certificates And Opinions

              	
                11

              
	
                Section
                  1.03

              	
                Form
                  Of Documents Delivered To Trustee

              	
                11

              
	
                Section
                  1.04

              	
                Acts
                  Of Holders; Record Dates

              	
                12

              
	
                Section
                  1.05

              	
                Notices,
                  Etc., To Trustee And Company

              	
                13

              
	
                Section
                  1.06

              	
                Notice
                  To Holders; Waiver

              	
                13

              
	
                Section
                  1.07

              	
                Conflict
                  With Trust Indenture Act

              	
                13

              
	
                Section
                  1.08

              	
                Effect
                  Of Headings And Table Of Contents

              	
                13

              
	
                Section
                  1.09

              	
                Successors
                  And Assigns

              	
                13

              
	
                Section
                  1.10

              	
                Separability
                  Clause

              	
                14

              
	
                Section
                  1.11

              	
                Benefits
                  Of Indenture

              	
                14

              
	
                Section
                  1.12

              	
                Governing
                  Law

              	
                14

              
	
                Section
                  1.13

              	
                Legal
                  Holiday

              	
                14

              
	
                Section
                  1.14

              	
                No
                  Recourse Against Others

              	
                14

              
	
                Section
                  1.15

              	
                Force
                  Majeure

              	
                14

              
	
                Section
                  1.16

              	
                Counterparts

              	
                14

              
	
                Section
                  1.17

              	
                Waiver
                  of Jury Trial

              	
                14

              


      

    

     

    ARTICLE
      II

     

    SECURITY
      FORMS

     

    
      
        	
                Section
                  2.01

              	
                Forms
                  Generally

              	
                15

              
	
                Section
                  2.02

              	
                Form
                  Of Face Of Security

              	
                15

              
	
                Section
                  2.03

              	
                Form
                  Of Reverse Of Security

              	
                18

              
	
                Section
                  2.04

              	
                Form
                  Of Trustee’s Certificate Of Authentication

              	
                28

              
	
                Section
                  2.05

              	
                Legend
                  On Restricted Securities

              	
                28

              


      

    

     

    ARTICLE
      III

     

    THE
      SECURITIES

     

    
      
        	
                Section
                  3.01

              	
                Title;
                  Amount And Issue Of Securities; Principal And Interest

              	
                28

              
	
                Section
                  3.02

              	
                Denominations

              	
                29

              
	
                Section
                  3.03

              	
                Execution,
                  Authentication, Delivery And Dating

              	
                29

              
	
                Section
                  3.04

              	
                Temporary
                  Securities

              	
                30

              
	
                Section
                  3.05

              	
                Paying
                  Agent; Registrar

              	
                30

              
	
                Section
                  3.06

              	
                Registration
                  Of Transfer And Exchange; Restrictions On Transfer

              	
                31

              
	
                Section
                  3.07

              	
                Mutilated,
                  Destroyed, Lost And Stolen Securities

              	
                32

              
	
                Section
                  3.08

              	
                Persons
                  Deemed Owners

              	
                33

              
	
                Section
                  3.09

              	
                Book-Entry
                  Provisions For Global Securities

              	
                33

              
	
                Section
                  3.10

              	
                Cancellation

              	
                35

              
	
                Section
                  3.11

              	
                Special
                  Transfer Provision

              	
                35

              
	
                Section
                  3.12

              	
                Defaulted
                  Interest

              	
                37

              
	
                Section
                  3.13

              	
                CUSIP
                  Numbers

              	
                37

              
	
                Section
                  3.14

              	
                Ranking

              	
                38

              
	
                Section
                  3.15

              	
                Sinking
                  Fund

              	
                38

              


      

    

     

    ARTICLE
      IV

     

    SATISFACTION
      AND DISCHARGE

     

    
      
        	
                Section
                  4.01

              	
                Satisfaction
                  And Discharge Of Indenture

              	
                38

              
	
                Section
                  4.02

              	
                Application
                  Of Trust Money

              	
                39

              


      

    

     

    ARTICLE
      V

     

    REMEDIES

    

      
        	
                Section
                  5.01

              	
                Events
                  Of Default

              	
                39

              
	
                Section
                  5.02

              	
                Acceleration
                  Of Maturity; Rescission And Annulment

              	
                40

              
	
                Section
                  5.03

              	
                Other
                  Remedies

              	
                41

              
	
                Section
                  5.04

              	
                Collection
                  Of Indebtedness And Suits For Enforcement By Trustee

              	
                42

              
	
                Section
                  5.05

              	
                Trustee
                  May File Proofs Of Claim

              	
                42

              
	
                Section
                  5.06

              	
                Application
                  Of Money Collected

              	
                42

              
	
                Section
                  5.07

              	
                Limitation
                  On Suits

              	
                43

              
	
                Section
                  5.08

              	
                Unconditional
                  Right Of Holders To Receive Payment

              	
                43

              
	
                Section
                  5.09

              	
                Restoration
                  Of Rights And Remedies

              	
                44

              
	
                Section
                  5.10

              	
                Rights
                  And Remedies Cumulative

              	
                44

              
	
                Section
                  5.11

              	
                Delay
                  Or Omission Not Waiver

              	
                44

              
	
                Section
                  5.12

              	
                Control
                  By Holders

              	
                44

              
	
                Section
                  5.13

              	
                Waiver
                  Of Past Defaults

              	
                44

              
	
                Section
                  5.14

              	
                Undertaking
                  For Costs

              	
                45

              
	
                Section
                  5.15

              	
                Waiver
                  Of Stay Or Extension Laws

              	
                45

              


      

    

     

    ARTICLE
      VI

     

    THE
      TRUSTEE

    

      
        	
                Section
                  6.01

              	
                Certain
                  Duties And Responsibilities

              	
                45

              
	
                Section
                  6.02

              	
                Notice
                  Of Defaults

              	
                46

              
	
                Section
                  6.03

              	
                Certain
                  Rights Of Trustee

              	
                46

              
	
                Section
                  6.04

              	
                Not
                  Responsible For Recitals

              	
                47

              
	
                Section
                  6.05

              	
                May
                  Hold Securities

              	
                47

              
	
                Section
                  6.06

              	
                Money
                  Held In Trust

              	
                47

              
	
                Section
                  6.07

              	
                Compensation
                  And Reimbursement

              	
                48

              
	
                Section
                  6.08

              	
                Disqualification;
                  Conflicting Interests

              	
                48

              
	
                Section
                  6.09

              	
                Corporate
                  Trustee Required; Eligibility

              	
                49

              
	
                Section
                  6.10

              	
                Resignation
                  And Removal; Appointment Of Successor

              	
                49

              
	
                Section
                  6.11

              	
                Acceptance
                  Of Appointment By Successor

              	
                50

              
	
                Section
                  6.12

              	
                Merger,
                  Conversion, Consolidation Or Succession To Business

              	
                50

              
	
                Section
                  6.13

              	
                Preferential
                  Collection Of Claims Against

              	
                51

              


      

    

     

    ARTICLE
      VII

     

    REPORTS
      BY TRUSTEE

     

    
      
        	
                Section
                  7.01

              	
                Preservation
                  Of Information; Communications To Holders

              	
                51

              
	
                Section
                  7.02

              	
                Reports
                  By Trustee

              	
                51

              


      

    

     

    ARTICLE
      VIII

     

    CONSOLIDATION,
      MERGER, CONVEY, TRANSFER OR LEASE

    

      
        	
                Section
                  8.01

              	
                Company
                  May Consolidate, Etc., Only On Certain Terms

              	
                52

              
	
                Section
                  8.02

              	
                Successor
                  Substituted

              	
                52

              


      

    

     

    ARTICLE
      IX

     

    SUPPLEMENTAL
      INDENTURES


    
      
        	
                Section
                  9.01

              	
                Supplemental
                  Indentures Without Consent Of Holders

              	
                52

              
	
                Section
                  9.02

              	
                Supplemental
                  Indentures With Consent Of Holders

              	
                53

              
	
                Section
                  9.03

              	
                Execution
                  Of Supplemental Indentures

              	
                55

              
	
                Section
                  9.04

              	
                Effect
                  Of Supplemental Indentures

              	
                55

              
	
                Section
                  9.05

              	
                Conformity
                  With Trust Indenture Act

              	
                55

              
	
                Section
                  9.06

              	
                Reference
                  In Securities To Supplemental Indentures

              	
                55

              


      

    

     

    ARTICLE
      X

     

    COVENANTS

    

      
        	
                Section
                  10.01

              	
                Payments

              	
                55

              
	
                Section
                  10.02

              	
                Maintenance
                  Of Office Or Agency

              	
                56

              
	
                Section
                  10.03

              	
                Money
                  For Security Payments To Be Held In Trust

              	
                56

              
	
                Section
                  10.04

              	
                Statement
                  By Officers As To Default

              	
                57

              
	
                Section
                  10.05

              	
                Existence

              	
                57

              
	
                Section
                  10.06

              	
                Resale
                  Of Certain Securities

              	
                58

              
	
                Section
                  10.07

              	
                Book-Entry
                  System

              	
                58

              
	
                Section
                  10.08

              	
                Company
                  To Furnish Trustee Names And Addresses Of Holders

              	
                58

              
	
                Section
                  10.09

              	
                Reports
                  By Company And Delivery Of Certain Information

              	
                58

              
	
                Section
                  10.10

              	
                Additional
                  Interest Amounts Under The Registration Rights Agreement

              	
                59

              
	
                Section
                  10.11

              	
                Information
                  For IRS Filings

              	
                59

              
	
                Section
                  10.12

              	
                Further
                  Instruments And Acts

              	
                59

              


      

    

     

    ARTICLE
      XI

     

    REDEMPTION

    

      
        	
                Section
                  11.01

              	
                The
                  Company’s Right To Redeem; Notice To Trustee

              	
                59

              
	
                Section
                  11.02

              	
                Selection
                  Of Securities To Be Redeemed

              	
                60

              
	
                Section
                  11.03

              	
                Notice
                  Of Redemption

              	
                60

              
	
                Section
                  11.04

              	
                Effect
                  Of Notice Of Redemption

              	
                61

              
	
                Section
                  11.05

              	
                Deposit
                  Of Redemption Price

              	
                61

              
	
                Section
                  11.06

              	
                Securities
                  Redeemed In Part

              	
                61

              
	
                Section
                  11.07

              	
                Repayment
                  To The Company

              	
                62

              
	
                Section
                  11.08

              	
                Other
                  Repurchases

              	
                62

              


      

    

     

    ARTICLE
      XII

     

    REPURCHASE
      OF SECURITIES AT THE OPTION OF HOLDERS ON SPECIFIC Dates

    

      
        	
                Section
                  12.01

              	
                Repurchase
                  Of Securities At The Option Of Holders On Specific Dates

              	
                62

              
	
                Section
                  12.02

              	
                Effect
                  Of Repurchase Notice

              	
                64

              
	
                Section
                  12.03

              	
                Deposit
                  Of Repurchase Price

              	
                65

              
	
                Section
                  12.04

              	
                Securities
                  Repurchased In Part

              	
                65

              
	
                Section
                  12.05

              	
                Covenant
                  To Comply With Securities Laws Upon Repurchase Of
                  Securities

              	
                65

              
	
                Section
                  12.06

              	
                Repayment
                  To The Company

              	
                66

              


      

    

     

    ARTICLE
      XIII

     

    REPURCHASE
      OF SECURITIES AT THE OPTION 

    OF
      THE
      HOLDER UPON A FUNDAMENTAL CHANGE

    

      
        	
                Section
                  13.01

              	
                Repurchase
                  Of Securities At Option Of The Holder Upon A Fundamental
                  Change

              	
                66

              
	
                Section
                  13.02

              	
                Effect
                  Of Fundamental Change Repurchase Notice

              	
                69

              
	
                Section
                  13.03

              	
                Deposit
                  Of Fundamental Change Repurchase Price

              	
                70

              
	
                Section
                  13.04

              	
                Securities
                  Repurchased In Part

              	
                71

              
	
                Section
                  13.05

              	
                Covenant
                  To Comply With Securities Laws Upon Repurchase Of
                  Securities

              	
                71

              
	
                Section
                  13.06

              	
                Repayment
                  To The Company

              	
                71

              


      

    

     

    ARTICLE
      XIV

     

    CONVERSION

    

      
        	
                Section
                  14.01

              	
                Right
                  To Convert

              	
                72

              
	
                Section
                  14.02

              	
                Conversion
                  Procedure

              	
                74

              
	
                Section
                  14.03

              	
                Payments
                  Upon Conversion

              	
                75

              
	
                Section
                  14.04

              	
                Adjustment
                  Of Conversion Rate

              	
                76

              
	
                Section
                  14.05

              	
                Adjustments
                  Upon Certain Fundamental Changes

              	
                83

              
	
                Section
                  14.06

              	
                Conversion
                  After A Public Acquirer Change Of Control

              	
                84

              
	
                Section
                  14.07

              	
                Effect
                  Of Reclassification, Consolidation, Merger Or Sale

              	
                85

              
	
                Section
                  14.08

              	
                Taxes
                  On Shares Issued

              	
                87

              
	
                Section
                  14.09

              	
                Reservation
                  Of Shares; Shares To Be Fully Paid; Compliance With Governmental
                  Requirements; Listing Of Common Stock

              	
                87

              
	
                Section
                  14.10

              	
                Payment
                  Of Cash in Lieu Of Common Stock

              	
                87

              
	
                Section
                  14.11

              	
                Responsibility
                  Of Trustee

              	
                88

              
	
                Section
                  14.12

              	
                Notice
                  To Holders Prior To Certain Actions

              	
                89

              
	
                Section
                  14.13

              	
                Company
                  Determination Final

              	
                89

              


      

    

    
 


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    INDENTURE,
      dated as of May 17, 2006, between JDS UNIPHASE CORPORATION, a corporation duly
      organized and existing under the laws of the State of Delaware, as Issuer
      (herein called the “Company”),
      having its principal office at 430 North McCarthy Boulevard, Milpitas,
      California 95035, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national
      banking association, as Trustee (herein called the “Trustee”).

     

    RECITALS
      OF THE COMPANY

     

    The
      Company has duly authorized the creation of an issue of 1.00% Senior Convertible
      Notes due 2026 (each a “Security”
and
      collectively, the “Securities”)
      of
      substantially the tenor and amount hereinafter set forth, and to provide
      therefor the Company has duly authorized the execution and delivery of this
      Indenture.

     

    All
      things necessary to make the Securities, when executed by the Company and
      authenticated and delivered hereunder and duly issued by the Company, the valid
      and binding obligations of the Company, and to make this Indenture a valid
      and
      binding agreement of the Company, in accordance with the terms of the Securities
      and the Indenture, have been done.

     

    NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

     

    ARTICLE
      I  

     

    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    Section
      1.01  Definitions

     

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

     

     

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

     

     

    (b)  all
      other
      terms used herein that are defined in the Trust Indenture Act, either directly
      or by reference therein, have the meanings assigned to them
      therein;

     

     

    (c)  all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with GAAP; and

     

     

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

     

    “Act,”
when
      used with respect to any Holder, has the meaning specified in Section
      1.04.

     

    “Additional
      Interest Amount”
shall
      have the meaning given to such term in the Registration Rights
      Agreement.

     

    “Additional
      Securities”
means
      additional Securities which may be issued after the Issue Date pursuant to
      this
      Indenture (other than in exchange for or in replacement of Outstanding
      Securities. All references herein to “Securities” shall be deemed to include
      Additional Securities).

     

    “Additional
      Shares”
has
      the
      meaning specified in Section
      14.05.

     

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

     

    “Agent Members”
has
      the
      meaning specified in Section
      3.09.

     

    “Aggregate Share Cap”
means
      894 shares of Common Stock per $1,000 Principal Amount of Securities (789 shares
      of Common Stock per $1,000 Principal Amount of Securities if the Initial
      Purchasers exercise their over-allotment option granted by the Company pursuant
      to Section 2 of the Purchase Agreement), subject to adjustment upon the
      occurrence of any of the events described in Section
      14.04(a)
      through
Section
      14.04(c).

     

    “Bid
      Solicitation Agent”
means
      the Person appointed by the Company to act as set forth in the definition of
      the
      term “Trading
      Price”
in
      this
Section
      1.01.

     

    “Board
      of Directors”
means,
      with respect to any Person, either the board of directors of such Person or
      any
      duly authorized committee of that board.

     

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

     

    “Business
      Day”
means
      any day other than a Saturday, a Sunday or a day on which banking institutions
      in The City of New York are authorized or obligated by law, or executive order
      or governmental decree to be closed.

     

    “Cash
      Percentage”
has
      the
      meaning specified in Section
      14.10.

     

    “Capital
      Stock”
means
      any and all shares, interests, participations, rights or other equivalents
      (however designated) of corporate stock, including, without limitation, with
      respect to partnerships, partnership interests (whether general or limited)
      and
      any other interest or participation that confers on a Person the right to
      receive a share of the profits and losses of, or distributions of assets of,
      such partnership.

     

    “Change
      of Control”
has
      the
      meaning specified in Section
      13.01.

     

    “Closing
      Sale Price”
of
      a
      share of Common Stock on any date means the closing per share sale price (or
      if
      no closing sale price is reported, the average of the bid and ask prices or,
      if
      more than one in either case, the average of the average bid and the average
      ask
      prices) on such date as reported in composite transactions for the principal
      United States securities exchange on which the Common Stock is traded or, if
      the
      Common Stock is not listed on a United States national or regional securities
      exchange, as reported by the Nasdaq System or by the National Quotation Bureau
      Incorporated. 

     

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

     

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

     

    “Common
      Stock”
means
      the shares of Common Stock, par value $0.001 per share, of the Company as it
      exists on the date of this Indenture or any other shares of Capital Stock of
      the
      Company into which the Common Stock shall be reclassified or changed or, in
      the
      event of a merger, consolidation or other similar transaction involving the
      Company that is otherwise permitted hereunder in which the Company is not the
      surviving corporation, the common stock, common equity interests, ordinary
      shares or depositary shares or other certificates representing common equity
      interests of such surviving corporation or its direct or indirect parent
      corporation.

     

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

     

    “Company
      Request”
or
      “Company
      Order”
means
      a
      written request or order signed in the name of the Company by its Chairman
      of
      the Board, its Vice Chairman of the Board, its Chief Executive Officer, its
      Chief Operating Officer or any Vice President, and by its Treasurer, an
      Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
      to
      the Trustee.

     

    “Continuing
      Director”
means,
      at any date, a member of the Company’s Board of Directors (i) who was a member
      of such board on May 11, 2006 or (ii) who was nominated or elected by at least
      a
      majority of the directors who were Continuing Directors at the time of such
      nomination or election or whose election to the Company’s Board of Directors was
      recommended or endorsed by at least a majority of the directors who were
      Continuing Directors at the time of such nomination or election or such lesser
      number comprising a majority of a nominating committee comprised of independent
      directors if authority for such nominations or elections has been delegated
      to a
      nominating committee whose authority and composition have been approved by
      at
      least a majority of the directors who were Continuing Directors at the time
      such
      committee was formed. (Under this definition, if the Board of Directors of
      the
      Company as of the date of this Indenture were to approve a new director or
      directors and then resign, no Change in Control would occur even though the
      current Board of Directors would thereafter cease to be in office).

     

    “Conversion
      Agent”
means
      the Trustee or such other office or agency designated by the Company where
      Securities may be presented for conversion.

     

    “Conversion
      Date”
has
      the
      meaning specified in Section
      14.02.

     

    “Conversion
      Notice”
has
      the
      meaning specified in Section
      14.02.

     

    “Conversion
      Price”
has
      the
      meaning specified in the Securities.

     

    “Conversion
      Rate”
means,
      at any time, $1,000 divided by the Conversion Price in effect at such time,
      rounded to three decimal places (rounded up if the fourth decimal place thereof
      is 5 or more and otherwise rounded down).

     

    “Conversion
      Value”
means
      the product of (1) the applicable Conversion Rate and (2) the average of the
      Daily VWAP prices of the Common Stock for the 25 consecutive Trading Days during
      the Observation Period.

     

    “Corporate
      Trust Office”
means
      the principal office of the Trustee at which at any particular time its
      corporate trust business shall be administered, which office at the date of
      the
      execution of this Indenture is located at 700 South Flower Street, Suite 500,
      Los Angeles, California 90017, Attention: Corporate Trust Administration (JDS
      Uniphase Corporation — 1.00% Senior Convertible Notes due 2026) or at any other
      time at such other address as the Trustee may designate from time to time by
      notice to the Company.

     

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

     

    “Current
      Market Price”
has
      the
      meaning specified in Section
      14.04.

     

    “Daily
      Conversion Value”
means,
      for each of the 25 consecutive Trading Days during the Observation Period,
      4% of
      the product of (1) the applicable Conversion Rate and (2) the daily VWAP of
      Common Stock on such day.

     

    “Daily
      Settlement Amount”
has
      the
      meaning specified in Section
      14.03.

     

    “Daily
      Share Amount”
means
      the quotient of (1) 4% of the difference between (x) the applicable Conversion
      Rate on such date multiplied by the Daily VWAP of the Common Stock for such
      day
      and (y) $1,000, divided by (2) the Daily VWAP of the Common Stock for such
      day.

     

    “Daily
      VWAP”
means,
      for each of the 25 consecutive Trading Days during the Observation Period,
      the
      per share volume-weighted average price as displayed under the heading
“Bloomberg
      VWAP”
on
      Bloomberg page “JDSU<equity> VAP” in respect of the period from
      9:30 a.m. to 4:00 p.m. (New York City time) on such Trading Day (or if
      such volume-weighted average price is unavailable, the market value of one
      share
      of Common Stock on such Trading Day as the Board of Directors of the Company
      determines in good faith using a volume-weighted method); provided that after
      the consummation of a Fundamental Change in which the consideration is comprised
      entirely of cash, “Daily VWAP” means the cash price per share received by
      holders of Common Stock in such Fundamental Change.

     

    “Default”
means
      any event that is or with the passage of time or the giving of notice or both
      would become an Event of Default.

     

    “Defaulted
      Interest”
has
      the
      meaning specified in Section
      3.12.

     

    “Depositary”
means
      The Depository Trust Company until a successor Depositary shall have become
      such
      pursuant to the applicable provisions of this Indenture, and thereafter
“Depositary” shall mean such successor Depositary.

     

    “Effective
      Date”
has
      the
      meaning specified in Section
      14.05.

     

    “Event
      of Default”
has
      the
      meaning specified in Section
      5.01.

     

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

     

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

     

    “fair
      market value”
has
      the
      meaning specified in Section
      14.04.

     

    “Fundamental
      Change”
has
      the
      meaning specified in Section
      13.01.

     

    “Fundamental
      Change Company Notice”
has
      the
      meaning specified in Section
      13.01.

     

    “Fundamental
      Change Repurchase Date”
has
      the
      meaning specified in Section
      13.01.

     

    “Fundamental
      Change Repurchase Notice”
has
      the
      meaning specified in Section
      13.01.

     

    “Fundamental
      Change Repurchase Price”
has
      the
      meaning specified in Section
      13.01.

     

    “GAAP”
means
      generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board or in such other statements by such other entity
      as
      have been approved by a significant segment of the accounting profession, in
      each case, as in effect in the United States from time to time.

     

    “Global
      Security”
means
      a
      Security in global form registered in the Security Register in the name of
      a
      Depositary or a nominee thereof.

     

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

     

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

     

    “Initial
      Purchasers”
mean
      J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
      Incorporated.

     

    “Interest
      Payment Date”
means
      each May 15 and November 15 of each year.

     

    “Issue
      Date”
means
      the date the Securities are originally executed and authenticated as set forth
      in the Security under this Indenture.

     

    “Majority
      Owned”
means
      having “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act)
      of more than 50% of the total voting power of all shares of the respective
      entity’s Common Equity. “Majority
      Owner”
has
      the
      correlative meaning.

     

    “Market
      Disruption Event”
means
      (1) a failure by the primary United States national securities exchange or
      market in which the Common Stock is listed or admitted to trading to open during
      its regular trading session or (2) the occurrence or existence prior to 1:00
      p.m. on any Trading Day for the Common Stock for an aggregate one half hour
      period of any suspension or limitation imposed on trading (by reason of
      movements in price exceeding limits permitted by the stock exchange or
      otherwise) in the Common Stock or in any options, contracts or future contracts
      relating to the Common Stock.

     

    “Maturity”,
      when
      used with respect to any Security, means the date on which the Principal Amount,
      Redemption Price, Repurchase Price or Fundamental Change Repurchase Price of
      such Security becomes due and payable as therein or herein provided, whether
      at
      the Stated Maturity, Redemption Date, Repurchase Date or Fundamental Change
      Repurchase Date, or by declaration of acceleration or otherwise.

     

    “Measurement
      Period”
has
      the
      meaning specified in Section
      14.01.

     

    “non-electing
      share”
has
      the
      meaning specified in Section
      14.07.

     

    “Non-U.S.
      Person”
means
      a
      Person who is not a U.S. person, as defined in Regulation S.

     

    “Notice
      of Default”
has
      the
      meaning specified in Section
      5.01.

     

    “Observation
      Period”
with
      respect to any Security means the 25 consecutive Trading Day period beginning
      on
      and including the second Trading Day after the related Conversion Date, except
      that with respect to any related Conversion Date occurring after the date of
      issuance of a notice of redemption as described Section
      11.03,
      the
“Observation Period” means the 25 consecutive Trading Days beginning on and
      including the second Trading Day following the applicable Redemption
      Date.

     

    “Offering”
means
      the offering of the Securities by the Company.

     

    “Offering
      Memorandum”
means
      the confidential offering memorandum, dated May 11, 2006, pursuant to which
      the
      Securities were offered and sold in the initial Offering.

     

    “Officers’
      Certificate”
means
      a
      certificate signed by the Chairman of the Board, the President or any Vice
      President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
      Assistant Secretary, of the Company, and delivered to the Trustee. One of the
      officers signing an Officers’ Certificate given pursuant to Section
      10.04
      shall be
      the principal executive, financial or accounting officer of the
      Company.

     

    “Opinion
      of Counsel”
means
      a
      written opinion of counsel, who may be external or in-house counsel for the
      Company.

     

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

     

     

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

     

     

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

     

     

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

     

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

     

    “Paying
      Agent”
means
      any Person authorized by the Company to pay the principal of, and interest
      (including Additional Interest Amounts, if any), Redemption Price, Repurchase
      Price or Fundamental Change Repurchase Price of any Securities on behalf of
      the
      Company. The Trustee shall initially be the Paying Agent.

     

    “Person”
means
      any individual, corporation, partnership, limited liability company, joint
      venture, trust, unincorporated organization or government or any agency or
      political subdivision thereof.

     

    “Physical
      Securities”
means
      permanent certificated Securities in registered form issued in denomination
      of
      $1,000 Principal Amount and integral multiples thereof.

     

    “Principal
      Amount”
of
      a
      Security means the principal amount as set forth on the face of the
      Security.

     

    “Public
      Acquirer Change of Control”
means
      a
      Fundamental Change as defined in clause (ii) in the definition of Change of
      Control in which the acquirer has a class of common stock traded on a U.S.
      national or regional securities exchange or quoted on The Nasdaq National Market
      or which will so be traded or quoted when issued or exchanged in connection
      with
      such Fundamental Change (the “Public
      Acquirer Common Stock”).
      If an
      acquirer does not itself have a class of common stock satisfying the foregoing
      requirement, it will be deemed to have Public Acquirer Common Stock if a
      corporation that directly or indirectly is the Majority Owner of the acquirer
      has a class of common stock satisfying the foregoing requirement, in such case,
      all references to Public Acquirer Common Stock shall refer to such class of
      common stock.

     

    “Public
      Acquirer Common Stock”
has
      the
      meaning specified in the definition of Public Acquirer Change of
      Control.

     

    “Purchase
      Agreement”
means
      the Purchase Agreement, dated as of May 11, 2006, entered into by the Company
      and the Initial Purchasers in connection with the sale of the
      Securities.

     

    “Qualified
      Institutional Buyer”
or
      “QIB”
shall
      have the meaning specified in Rule 144A.

     

    “Record
      Date”
has
      the
      meaning specified in Section
      14.04.

     

    “Redemption
      Date”
means,
      when used with respect to any Security to be redeemed, the date fixed for
      redemption pursuant to this Indenture.

     

    “Redemption
      Price”
has
      the
      meaning set forth in Section
      11.01.

     

    “Reference
      Property”
has
      the
      meaning set forth in Section
      14.01.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of May 17, 2006, between the Company
      and the Initial Purchasers, for the benefit of the Initial Purchasers and the
      Holders, as the same may be amended or modified from time to time in accordance
      with the terms thereof.

     

    “Regular
      Record Date”
for
      the
      payment of interest on the Securities (including Additional Interest Amounts,
      if
      any), means May 1(whether or not a Business Day) next preceding an interest
      payment date on May 15 and November 1 (whether or not a Business Day) next
      preceding an interest payment date on November 15.

     

    “Remaining
      Shares”
has
      the
      meaning set forth in Section
      14.03.

     

    “Regulation
      S”
means
      Regulation S under the Securities Act.

     

    “Repurchase
      Date”
has
      the
      meaning set forth in Section
      12.01.

     

    “Repurchase
      Notice”
has
      the
      meaning set forth in Section
      12.01.

     

    “Repurchase
      Price”
has
      the
      meaning set forth in Section
      12.01.

     

    “Resale
      Registration Statement”
means
      a
      registration statement under the Securities Act registering the Securities
      for
      resale pursuant to the terms of the Registration Rights Agreement.

     

    “Responsible
      Officer”
means
      any officer of the Trustee within the Corporate Trust Office of the Trustee
      with
      direct responsibility for the administration of this Indenture and also, with
      respect to a particular matter, any other officer of the Trustee to whom such
      matter is referred because of such officer’s knowledge and familiarity with the
      particular subject.

     

    “Restricted
      Security”
or
      “Restricted
      Securities”
has
      the
      meaning specified in Section
      2.05.

     

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

     

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

     

    “Rule
      144A Information”
has
      the
      meaning specified in Section
      2.03.

     

    “Securities
      Act”
means
      the United States Securities Act of 1933, as amended, and the rules and
      regulations of the Commission promulgated thereunder.

     

    “Security”
or
      “Securities”
have
      the respective meanings specified in the first paragraph of the Recitals of
      the
      Company.

     

    “Security
      Register”
has
      the
      meaning specified in Section
      3.06.

     

    “Security
      Registrar”
has
      the
      meaning specified in Section
      3.06.

     

    “Settlement
      Amount”
has
      the
      meaning specified in Section
      14.03.

     

    “Special
      Interest Payment Date”
has
      the
      meaning specified in Section
      3.12.

     

    “Special
      Record Date”
has
      the
      meaning specified in Section
      3.12.

     

    “Spin-Off”
has
      the
      meaning specified in Section
      14.04.

     

    “Stated
      Maturity”
when
      used with respect to any Security, means May 15, 2026.

     

    “Stock
      Price”
has
      the
      meaning specified in Section
      14.05.

     

    “Stock
      Transfer Agent”
means
      Chemical Trust Company of California or such other Person designated by the
      Company as the transfer agent for the Common Stock.

     

    “Subsidiary”
means
      a
      corporation more than 50% of the outstanding voting stock of which is owned,
      directly or indirectly, by the Company or by one or more other Subsidiaries,
      or
      by the Company and one or more other Subsidiaries. For the purposes of this
      definition, “voting
      stock”
means
      stock which ordinarily has voting power for the election of directors, whether
      at all times or only so long as no senior class of stock has such voting power
      by reason of any contingency.

     

    “Successor
      Company”
has
      the
      meaning specified in Section
      8.01.

     

    “Termination
      of Trading”
has
      the
      meaning specified in Section
      13.01.

     

    “Trading
      Day”
means
      a
      day during which (i) trading in the Common Stock generally occurs, (ii) there
      is
      no Market Disruption Event and (iii) a Closing Sale Price for the Common Stock
      may be obtained for that day.

     

    “Trading
      Price”
means,
      as of any date of determination, the average of the secondary market bid
      quotations per $1,000 Principal Amount of Securities obtained by the Bid
      Solicitation Agent for $10,000,000 Principal Amount of Securities at
      approximately 3:30 p.m., New York City time, on such date of determination
      from
      three independent, nationally-recognized securities dealers selected by the
      Company and provided to the Bid Solicitation Agent in writing; provided,
      that if
      at least three such bids cannot be reasonably obtained by the Bid Solicitation
      Agent, but two bids are obtained, then the Trading Price, as of such
      determination date, shall mean the average of such two bids, and if only one
      bid
      can be reasonably obtained by the Bid Solicitation Agent, then the Trading
      Price, as of such determination date, shall mean such one bid; provided,
      however,
      that if
      the Bid Solicitation Agent, through the exercise of reasonable efforts, is
      unable to obtain at least one bid from an independent, nationally-recognized
      securities dealer, then the Trading Price of a Security for such date of
      determination shall be deemed to be less than 98% of the product of the Closing
      Sale Price of the Common Stock on such date of determination and the Conversion
      Rate in effect as of such date of determination.

     

    “Trigger
      Event”
has
      the
      meaning specified in Section
      14.04(b).

     

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

     

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

     

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

     

    Section
      1.02  Compliance
      Certificates And Opinions.
      Upon
      any application or request by the Company to the Trustee to take any action
      under any provision of this Indenture, the Company shall furnish to the Trustee
      such certificates and opinions as may be required under the Trust Indenture
      Act.
      Each such certificate or opinion shall be given in the form of an Officers’
Certificate, if to be given by an officer of the Company, or an Opinion of
      Counsel, if to be given by counsel, and shall comply with the requirements
      of
      the Trust Indenture Act and any other requirement set forth in this
      Indenture.

    

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

       

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

       

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

       

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

       

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

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

     

    Any
      certificate or opinion of an officer of the Company may be based, insofar as
      it
      relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such officer knows, or in the exercise of reasonable care
      should know, that the certificate or opinion or representations with respect
      to
      the matters upon which his certificate or opinion is based are erroneous. Any
      such certificate or Opinion of Counsel may be based, insofar as it relates
      to
      factual matters, upon a certificate or opinion of, or representations by, an
      officer or officers of the Company stating that the information with respect
      to
      such factual matters is in the possession of the Company, unless such counsel
      knows, or in the exercise of reasonable care should know, that the certificate
      or opinion or representations with respect to such matters are
      erroneous.

     

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

     

    Section
      1.04  Acts
      Of Holders; Record Dates.

     

               (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Holders in person or by agent duly appointed in writing
      and, except as herein otherwise expressly provided, such action shall become
      effective when such instrument or instruments are delivered to the Trustee
      and,
      where it is hereby expressly required, to the Company. Such instrument or
      instruments (and the action embodied therein and evidenced thereby) are herein
      sometimes referred to as the “Act”
of
      the
      Holders signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Indenture and (subject to Section
      6.01)
      conclusive in favor of the Trustee and the Company, if made in the manner
      provided in this Section.

     

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

     

    (c)  The
      Company may, in the circumstances permitted by the Trust Indenture Act, fix
      any
      day as the record date for the purpose of determining the Holders entitled
      to
      give or take any request, demand, authorization, direction, notice, consent,
      waiver or other action, or to vote on any action, authorized or permitted to
      be
      given or taken by Holders. If not set by the Company prior to the first
      solicitation of a Holder made by any Person in respect of any such action,
      or,
      in the case of any such vote, prior to such vote, the record date for any such
      action or vote shall be the 30th day (or, if later, the date of the most recent
      list of Holders required to be provided pursuant to Section 10.08) prior to
      such
      first solicitation or vote, as the case may be. With regard to any record date,
      only the Holders on such date (or their duly designated proxies) shall be
      entitled to give or take, or vote on, the relevant action.

     

    (d)  The
      ownership of Securities shall be proved by the Security Register.

     

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

     

    Section
      1.05  Notices,
      Etc., To
      Trustee And Company.
      Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Holders or other document provided or permitted by this Indenture to be made
      upon, given or furnished to, or filed with:

     

    (a)  the
      Trustee by any Holder or by the Company shall be sufficient for every purpose
      hereunder if made, given, furnished or filed in writing (which
      may be via facsimile) to or with the Trustee at its Corporate Trust Office;
      or

     

    (b)  the
      Company by the Trustee or by any Holder shall be sufficient for every purpose
      hereunder (unless otherwise herein expressly provided) if in writing and mailed,
      first-class postage prepaid, to the Company addressed to it at the address
      of
      its principal office specified in the first paragraph of this instrument or
      at
      any other address previously furnished in writing to the Trustee by the Company,
      Attention: General Counsel.

     

    Section
      1.06  Notice
      To Holders; Waiver.
      Where
      this Indenture provides for notice to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first-class postage prepaid, to each Holder affected by such event,
      at such Holder’s address as it appears in the Security Register, not later than
      the latest date (if any), and not earlier than the earliest date (if any),
      prescribed for the giving of such notice. In any case where notice to Holders
      is
      given by mail, neither the failure to mail such notice, nor any defect in any
      notice so mailed, to any particular Holder shall affect the sufficiency of
      such
      notice with respect to other Holders. Where this Indenture provides for notice
      in any manner, such notice may be waived in writing by the Person entitled
      to
      receive such notice, either before or after the event, and such waiver shall
      be
      the equivalent of such notice. Waivers of notice by Holders shall be filed
      with
      the Trustee, but such filing shall not be a condition precedent to the validity
      of any action taken in reliance upon such waiver.

     

    In
      case
      by reason of the suspension of regular mail service or by reason of any other
      cause it shall be impracticable to give such notice by mail, then such
      notification as shall be made with the approval of the Trustee shall constitute
      a sufficient notification for every purpose hereunder.

     

    Section
      1.07  Conflict
      With Trust Indenture Act.
      If any
      provision hereof limits, qualifies or conflicts with a provision of the Trust
      Indenture Act that is required under such Act to be a part of and govern this
      Indenture, the latter provision shall control. If any provision of this
      Indenture modifies or excludes any provision of the Trust Indenture Act that
      may
      be so modified or excluded, the latter provision shall be deemed to apply to
      this Indenture as so modified or to be excluded, as the case may
      be.

     

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

     

    Section
      1.09  Successors
      And Assigns.
      All
      covenants and agreements in this Indenture by the Company shall bind its
      successors and assigns, whether so expressed or not.

     

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

     

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

     

    Section
      1.12  Governing
      Law.
      This
      Indenture and the Securities shall be governed by and construed in accordance
      with the laws of the State of New York.

     

    Section
      1.13  Legal
      Holiday.
      If any
      specified date (including a date for giving notice) is a Legal Holiday, the
      action shall be taken on the next succeeding day that is not a Legal Holiday,
      and, if the action to be taken on such date is a payment in respect of the
      Securities, no interest, if any, shall accrue for the intervening period.


     

    Section
      1.14  No
      Recourse Against Others.
      No
      director, officer, employee, stockholder or Affiliate, as such, of the Company
      from time to time shall have any liability for any obligations of the Company
      under the Securities or this Indenture. Each Holder by accepting a Security
      waives and releases all such liability. This waiver and release are part of
      the
      consideration for the Securities. Each of such directors, officers, employers,
      shareholders and Affiliates of the Company is a third party beneficiary of
      this
Section
      1.14.

     

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

     

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

     

    Section
      1.17  Waiver
      of Jury Trial.
      EACH OF
      THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
      PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
      PROCEEDING ARISING OUR OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
      TRANSACTIONS CONTEMPLATED THEREBY.

     

     

    ARTICLE
      II  

     

    SECURITY
      FORMS

     

    Section
      2.01  Forms
      Generally.
      The
      Securities and the Trustee’s certificates of authentication shall be in
      substantially the forms set forth in this Article II, with such appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted by this Indenture, and may have such letters, numbers or other marks
      of identification and such legends or endorsements placed thereon as may be
      required to comply with the rules of any securities exchange or Depositary
      therefor, the Internal Revenue Code of 1986, as amended, and regulations
      thereunder, or as may, consistently herewith, be determined by the officers
      executing such Securities, as evidenced by their execution thereof.

     

    The
      Securities shall be initially issued in the form of permanent Global Securities
      in registered form in substantially the form set forth in this Article II.
      The
      aggregate Principal Amount of the Global Securities may from time to time be
      increased or decreased by adjustments made on the records of the Trustee, as
      custodian for the Depositary, as hereinafter provided.

     

    Section
      2.02  Form
      Of Face Of Security. [INCLUDE
      IF SECURITY IS A RESTRICTED SECURITY —
THIS
      SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
      SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES
      ACT”),
      OR
      ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK
      ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
      HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
      UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER
      THE SECURITIES ACT.

     

    BY
      ITS
      ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
      THIS
      SECURITY PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
      ISSUE DATE HEREOF AND THE LAST DATE ON WHICH JDS UNIPHASE CORPORATION (THE
      “COMPANY”)
      OR ANY
      AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
      OF
      THIS SECURITY) (THE “RESALE
      RESTRICTION TERMINATION DATE”)
      ONLY
      (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
      SO
      LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
      PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED
      IN
      RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
      THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND
      THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
      (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY
      OF
      AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY
      TO
      EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
      OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
      COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL
      BE
      REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
      DATE.

     

    THIS
      SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM
      TIME
      TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER
      TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION
      (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR
      TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL
      BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH
      AMENDMENT OR SUPPLEMENT.

     

    THE
      HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A
      REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 17, 2006, ENTERED INTO BY THE
      COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO
      TIME.]

     

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

     

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

     

    
      	 	
              JDS
                UNIPHASE CORPORATION

            	 
	 	 	 
	 	
              1.00%
                Senior Convertible Notes due 2026

            	 
	 	 	 
	
              No.
                [●]

            	
              CUSIP
                NO. [●] 

            	
              U.S.
                $[●]

            


    

    


    JDS
      Uniphase Corporation, a corporation duly organized and validly existing under
      the laws of the State of Delaware (herein called the “Company”,
      which
      term includes any successor corporation under the Indenture referred to on
      the
      reverse hereof), for value received hereby promises to pay to [●], or registered
      assigns, the principal sum of [●] United States Dollars ($●) [INCLUDE IF
      SECURITY IS A GLOBAL SECURITY — (which amount may from time to time be increased
      or decreased by adjustments made on the records of the Trustee, as custodian
      for
      the Depositary, in accordance with the rules and procedures of the Depositary)]
      on May 15, 2026. Payment of the principal of this Security shall be made by
      check mailed to the address of the Holder of this Security specified in the
      register of Securities, or, at the option of the Holder of this Security, at
      the
      Corporate Trust Office, in such lawful money of the United States of America
      as
      at the time of payment shall be legal tender for the payment of public and
      private debts. The Issue Date of this Security is [ , ].

     

    Reference
      is made to the further provisions of this Security set forth on the reverse
      hereof, including, without limitation, provisions giving the Holder of this
      Security the right to convert this Security in certain circumstances and the
      right to require the Company to repurchase this Security upon certain events
      on
      the terms and subject to the limitations referred to on the reverse hereof
      and
      as more fully specified in the Indenture. Such further provisions shall for
      all
      purposes have the same effect as though fully set forth at this
      place.

     

    This
      Security shall be deemed to be a contract made under the laws of the State
      of
      New York, and for all purposes shall be construed in accordance with and
      governed by the laws of said State.

     

    This
      Security shall not be valid or become obligatory for any purpose until the
      certificate of authentication hereon shall have been manually signed by the
      Trustee or a duly authorized authenticating agent under the
      Indenture.

     

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

     

    
      	 	
              JDS
                UNIPHASE CORPORATION

            
	 	 
	 	 
	 	
              By:       

            
	 	
              Authorized
                Signatory

            
	 	 
	
              Attest:

               

            	 
	
               

              By:
                _________________________

              Authorized
                Signatory

               

            	 


    

    


     

    Section
      2.03  Form
      Of Reverse Of Security.
      This
      Security is one of a duly authorized issue of Securities of the Company,
      designated as its 1.00% Senior Convertible Notes due 2026 (herein called the
      “Securities”),
      all
      issued or to be issued under and pursuant to an Indenture dated as of May 17,
      2006 (herein called the “Indenture”),
      between the Company and The Bank of New York Trust Company, N.A. (herein called
      the “Trustee”),
      to
      which Indenture and all indentures supplemental thereto reference is hereby
      made
      for a description of the rights, limitations of rights, obligations, duties
      and
      immunities thereunder of the Trustee, the Company and the Holders of the
      Securities.

     

    The
      indebtedness evidenced by the Securities is unsecured and unsubordinated
      indebtedness of the Company and ranks equally with the Company’s other unsecured
      and unsubordinated indebtedness.

     

    Interest.
      The
      Company, promises to pay interest on the principal amount of this Security
      at
      the rate of 1.00% per annum. The Company will pay interest semiannually on
      May
      15 and November 15 of each year commencing on November 15, 2006. 

    


    Interest
      will be paid to the person in whose name a Security is registered at the close
      of business on May 1 and November 1, as the case may be, immediately preceding
      the relevant interest payment date. Interest will be computed on the basis
      of a
      360-day year of twelve 30-day months.

    


    The
      Holder of this Security after 5:00 p.m., New York City time, on a Regular Record
      Date shall be entitled to receive interest (including any Additional Interest
      Amount), on this Security on the corresponding interest payment date. The Holder
      of this Security after 5:00 p.m., New York City time, on a Regular Record Date
      will receive payment of interest (including any Additional Interest Amount)
      payable on the corresponding interest payment date notwithstanding the
      conversion of this Security at any time after the close of business on such
      Regular Record Date. If this Security is surrendered for conversion during
      the
      period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00
      a.m., New York City time, on the corresponding interest payment date, it must
      be
      accompanied by payment of an amount equal to the interest (including any
      Additional Interest Amount) that the Holder is to receive on the Securities.
      Notwithstanding the foregoing, no such payment of interest (including any
      Additional Interest Amount) need be made by any converting Holder (i) if the
      Company has specified a Redemption Date that is after a Regular Record Date
      and
      on or prior to the corresponding interest payment date, (ii) if the Company
      has
      specified a Fundamental Change Purchase Date during such period, or (iii) to
      the
      extent of any overdue interest (including any Additional Interest Amount)
      existing at the time of conversion of such Security. Except where this Security
      is surrendered for conversion and must be accompanied by payment as described
      above, no interest or Additional Interest Amount thereon will be payable by
      the
      Company on any interest payment date subsequent to the date of conversion,
      and
      delivery of the cash and shares of Common Stock, if applicable, pursuant to
      Article XII of the Indenture, together with any cash payment for any fractional
      share, upon conversion will be deemed to satisfy the Company’s obligation to pay
      the principal amount of the Securities and accrued and unpaid interest and
      Additional Interest Amount, if any, to, but not including, the related
      Conversion Date. 

    


    Method
      of Payment.
      By no
      later than 10:00 a.m. (New York City time) on the date on which any principal
      of
      or interest (including any Additional Interest Amount), on any Security is
      due
      and payable, the Company shall deposit with the Paying Agent money sufficient
      to
      pay such amount. The Company will pay principal and interest in money of the
      United States that at the time of payment is legal tender for payment of public
      and private debts. Payments in respect of Securities represented by a Global
      Security (including principal and interest (including any Additional Interest
      Amount)) will be made by wire transfer of immediately available funds to the
      accounts specified by The Depository Trust Company. The Company will pay
      principal of Definitive Securities at the office or agency designated by the
      Company in the Borough of Manhattan, The City of New York. Interest (including
      any Additional Interest Amount), on Definitive Securities will be payable (i)
      to
      Holders having an aggregate principal amount of $5,000,000 or less, by check
      mailed to the Holders of these Securities and (ii) to Holders having an
      aggregate principal amount of more than $5,000,000, either by check mailed
      to
      each Holder or, upon application by a Holder to the Registrar not later than
      the
      relevant Record Date, by wire transfer in immediately available funds to that
      Holder’s account within the United States, which application shall remain in
      effect until the Holder notifies, in writing, the Registrar to the
      contrary.

    


    Redemption
      at the Option of the Company.
      Prior
      to May 20, 2013, the Company may not redeem the Securities. On or after May
      20,
      2013, the Company may redeem the Securities in whole or in part for an amount
      equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid
      interest (including Additional Interest Amounts, if any), to, but excluding,
      the
      Redemption Date (the “Redemption
      Price”).

     

    Notice
      of
      redemption pursuant to this Section of this Security will be mailed at least
      30
      days but not more than 60 days before the Redemption Date to each Holder of
      Securities to be redeemed at the Holder’s registered address. If cash sufficient
      to pay the Redemption Price of all Securities (or portions thereof) to be
      redeemed on the Redemption Date is deposited with the Paying Agent prior to
      10:00 a.m., New York City time, on the Redemption Date, then on such Redemption
      Date, interest, including Additional Interest Amounts, if any, cease to accrue
      on such Securities or portions thereof. Securities in denominations larger
      than
      $1,000 of Principal Amount may be redeemed in part but only in integral
      multiples of $1,000 of Principal Amount.

     

    Purchase
      By the Company at the Option of the Holder on a Repurchase Date.
      Subject
      to the terms and conditions of the Indenture, the Company shall become obligated
      to repurchase, at the option of the Holder, all or any portion of the Securities
      held by such Holder on May 15, 2013, May 15, 2016 and May 15, 2021 (each, a
      “Repurchase
      Date”)
      in
      integral multiples of $1,000 at a repurchase price equal to 100% of the
      Principal Amount of those Securities plus accrued and unpaid interest, including
      Additional Interest Amounts, if any, up to, but excluding, such Repurchase
      Date
      (the “Repurchase
      Price”).
      To
      exercise such right, a Holder shall deliver to the Paying Agent a Repurchase
      Notice containing the information set forth in the Indenture, at any time from
      9:00 a.m., New York City time, on the date that is 20 Business Days immediately
      preceding such Repurchase Date until 5:00 p.m., New York City time, on the
      Repurchase Date, and shall deliver the Securities to the Paying Agent as set
      forth in the Indenture.

     

    If
      cash
      sufficient to pay the Repurchase Price of all Securities or portions thereof
      to
      be purchased on a Repurchase Date is deposited with the Paying Agent on the
      Business Day following the Repurchase Date, the Holder thereof shall have no
      other rights as such (other than the right to receive the Repurchase Price
      upon
      surrender of such Security).

     

    Purchase
      By the Company at the Option of the Holder upon a Fundamental
      Change.
      At the
      option of the Holder and subject to the terms and conditions of the Indenture,
      the Company shall become obligated to repurchase the Securities, in cash, if
      a
      Fundamental Change occurs at any time prior to May 15, 2026 at a price equal
      to
      the Principal Amount plus accrued but unpaid interest, including Additional
      Interest Amounts, if any, up to, but excluding, the repurchase date (the
“Fundamental
      Change Repurchase Price”).

     

    Holders
      have the right to withdraw any Repurchase Notice or Fundamental Change
      Repurchase Notice by delivering to the Paying Agent a written notice of
      withdrawal in accordance with the provisions of the Indenture.

     

    If
      cash
      sufficient to pay the Fundamental Change Repurchase Price of all Securities
      or
      portions thereof to be purchased on a Fundamental Change Repurchase Date is
      deposited with the Paying Agent on the Business Day following the Fundamental
      Change Repurchase Date, the Holder thereof shall have no other rights as such
      (other than the right to receive the Fundamental Change Repurchase Price, upon
      surrender of such Security).

     

    Conversion.
      Subject
      to and in compliance with the provisions of the Indenture (including without
      limitation the conditions of conversion of this Security set forth in
Section
      14.01
      thereof), the Holder hereof has the right, at its option, to convert the
      Principal Amount hereof or any portion of such principal which is $1,000 or
      an
      integral multiple thereof, into, subject to Section
      14.02
      of the
      Indenture, cash and shares of Common Stock, if any, at the Conversion Rate.
      The
      initial Conversion Rate is 264.0264 shares of Common Stock per $1,000 Principal
      Amount of Securities (equivalent to a conversion price of $3.79 (the
“Conversion
      Price”)),
      subject to adjustment in certain events described in the Indenture. Upon
      conversion, the Company will pay cash and shares of Common Stock, if any, based
      on a Daily Conversion Value calculated on a proportionate basis for each day
      of
      the Observation Period, as set forth in the Indenture. No fractional shares
      will
      be issued upon any conversion, but an adjustment and payment in cash will be
      made, as provided in the Indenture, in respect of any fraction of a share which
      would otherwise be issuable upon the surrender of any Securities for conversion.
      Securities in respect of which a Holder is exercising its right to require
      repurchase on a Repurchase Date or Fundamental Change Repurchase Date may be
      converted only if such Holder withdraws its election to exercise such right
      in
      accordance with the terms of the Indenture.

     

    Upon
      conversion, the Company shall deliver, for each $1,000 principal amount of
      Securities being converted, cash equal to the lesser of (i) $1,000 or (ii)
      the
      Conversion Value. To the extent the Conversion Value exceeds $1,000, the Company
      may choose to deliver cash in lieu of shares of Common Stock, shares of Common
      Stock or a combination of cash and shares of Common Stock in accordance with
      the
      Indenture.

     

    [INCLUDE
      IF SECURITY IS A GLOBAL SECURITY—
In
      the
      event of a deposit or withdrawal of an interest in this Security, including
      an
      exchange, transfer, repurchase or conversion of this Security in part only,
      the
      Trustee, as custodian of the Depositary, shall make an adjustment on its records
      to reflect such deposit or withdrawal in accordance with the rules and
      procedures of the Depositary.]

     

    [INCLUDE
      IF SECURITY IS A RESTRICTED SECURITY—
Subject
      to certain limitations in the Indenture, at any time when the Company is not
      subject to Section 13 or 15(d) of the United States Securities Exchange Act
      of
      1934, as amended, upon the request of a Holder of a Restricted Security, the
      Company will promptly furnish or cause to be furnished Rule 144A Information
      (as
      defined below) to such Holder of Restricted Securities, or to a prospective
      purchaser of any such security designated by any such Holder, to the extent
      required to permit compliance by any such Holder with Rule 144A under the
      Securities Act of 1933, as amended (the “Securities
      Act”).
      “Rule
      144A Information”
shall
      be such information as is specified pursuant to Rule 144A(d)(4) under the
      Securities Act (or any successor provision thereto).]

     

    If
      an
      Event of Default shall occur and be continuing, the Principal Amount plus
      accrued but unpaid interest, including Additional Interest Amounts, if any,
      may
      be declared due and payable in the manner and with the effect provided in the
      Indenture.

     

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

     

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture or for the appointment of a receiver or trustee or for any other
      remedy thereunder, unless such Holder shall have previously given the Trustee
      written notice of a continuing Event of Default with respect to the Securities,
      the Holders of not less than 25% in aggregate Principal Amount of the
      Outstanding Securities shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity satisfactory to it, and the Trustee shall
      not
      have received from the Holders of a majority in Principal Amount of Outstanding
      Securities a direction inconsistent with such request, and shall have failed
      to
      institute any such proceeding, for 60 days after receipt of such notice, request
      and offer of indemnity. The foregoing shall not apply to any suit instituted
      by
      the Holder of this Security for the enforcement of any payment of said principal
      hereof on or after the respective due dates expressed herein or for the
      enforcement of any conversion right.

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the Principal Amount, Redemption Price, Repurchase
      Price or Fundamental Change Repurchase Price of, and interest, including
      Additional Interest Amounts, if any, on, this Security at the times, place
      and
      rate, and in the coin, currency or shares, herein prescribed. Notwithstanding
      the foregoing, prior to the occurrence of a Fundamental Change, the Company
      may,
      with the consent of the holders of not less than a majority of the Securities,
      amend the obligation of the Company to repurchase Securities upon a Fundamental
      Change.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in The City of New York, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities, of authorized
      denominations and for the same aggregate Principal Amount, will be issued to
      the
      designated transferee or transferees.

     

    The
      Securities are issuable only in registered form in denominations of $1,000
      and
      any integral multiple of $1,000 above that amount, as provided in the Indenture
      and subject to certain limitations therein set forth. Securities are
      exchangeable for a like aggregate Principal Amount of Securities of a different
      authorized denomination, as requested by the Holder surrendering the
      same.

     

    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

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

     

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

     

    All
      terms
      used in this Security that are defined in the Indenture shall have the meanings
      assigned to them in the Indenture.

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    ASSIGNMENT
      FORM

     

    If
      you
      want to assign this Security, fill in the form below and have your signature
      guaranteed:

     

    I
      or we
      assign and transfer this Security to:

     

    
      	 
	 
	 
	 
	 
	
              (Print
                or type name, address and zip code and social security or tax ID
                number of
                assignee)

            


    

    


    and
      irrevocably appoint ____________________________________________ agent to
      transfer this Security on the books of the Company. The agent may substitute
      another to act for him.

    


    


    
      	
              Date:

            	 	
              Signed:

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

            
	 	 	 	 
	 	 	 	 
	 	
              Signature
                Guarantee:

            	 	 


    

    


    
      	
              Note:

            	
              Signatures
                must be guaranteed by an “eligible guarantor institution” meeting the
                requirements of the Security Registrar, which requirements include
                membership or participation in the Security Transfer Agent Medallion
                Program (“STAMP”) or such other “signature guarantee program” as may be
                determined by the Security Registrar in addition to, or in substitution
                for, STAMP, all in accordance with the Securities Exchange Act of
                1934, as
                amended.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    In
      connection with any transfer of this Security occurring prior to the date which
      is the earlier of (i) the date of the declaration by the Commission of the
      effectiveness of a registration statement under the Securities Act of 1933,
      as
      amended (the “Securities
      Act”),
      covering resales of this Security (which effectiveness shall not have been
      suspended or terminated at the date of the transfer) and (ii) the second
      anniversary of the Issue Date set forth on the face of this Security, the
      undersigned confirms that it has not utilized any general solicitation or
      general advertising in connection with the transfer and that this Security
      is
      being transferred:

     

    
      	
               

              [Check
                One]

               

            
	
               

              (1)

               

            	
               

              r

            	
               

              to
                the Company or a subsidiary thereof; or

               

            
	 	 	 
	
               

              (2)

               

            	
               

              r

            	
               

              to
                a “Qualified Institutional Buyer” pursuant to and in compliance with Rule
                144A under the Securities Act; or

               

            
	 	 	 
	
               

              (3)

               

            	
               

              r

            	
               

              outside
                the United States to a “foreign person” in compliance with Rule 904 of
                Regulation S under the Securities Act; or

               

            
	 	 	 
	
               

              (4)

               

            	
               

              r

            	
               

              pursuant
                to the exemption from registration provided by Rule 144 under the
                Securities Act.

               

            


    

    


    Unless
      one of the boxes is checked, the Trustee will refuse to register any of the
      Securities evidenced by this certificate in the name of any Person other than
      the registered Holder thereof, provided
      that if
      box (3) or (4) is checked, the Company may require, prior to registering any
      such transfer of the Securities, in its sole discretion, such legal opinions,
      certifications (including an investment letter in the case of box (3)) and
      other
      information as the Company may reasonably request to confirm that such transfer
      is being made pursuant to an exemption from, or in a transaction not subject
      to,
      the registration requirements of the Securities Act.

     

    If
      none
      of the foregoing boxes is checked, the Trustee or Security Registrar shall
      not
      be obligated to register this Security in the name of any Person other than
      the
      Holder hereof unless and until the conditions to any such transfer of
      registration set forth herein and in Section
      3.11
      of the
      Indenture shall have been satisfied.

     

    


    
      	
              Date:

            	 	
              Signed:

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

            
	 	 	 	 
	 	 	 	 
	 	
              Signature
                Guarantee:

            	 	 


    

    


    
      	
              Note:

            	
              Signatures
                must be guaranteed by an “eligible guarantor institution” meeting the
                requirements of the Security Registrar, which requirements include
                membership or participation in the Security Transfer Agent Medallion
                Program (“STAMP”) or such other “signature guarantee program” as may be
                determined by the Security Registrar in addition to, or in substitution
                for, STAMP, all in accordance with the Securities Exchange Act of
                1934, as
                amended.

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


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

     

    The
      undersigned represents and warrants that it is purchasing this Security for
      its
      own account or an account with respect to which it exercises sole investment
      discretion and that it and any such account is a “qualified
      institutional buyer”
within
      the meaning of Rule 144A under the Securities Act and is aware that the sale
      to
      it is being made in reliance on Rule 144A and acknowledges that it has received
      such information regarding the Company as the undersigned has requested pursuant
      to Rule 144A or has determined not to request such information and that it
      is
      aware that the transferor is relying upon the undersigned’s foregoing
      representations in order to claim the exemption from registration provided
      by
      Rule 144A.

     

    


    
      	
              Date:

            	 	
              Signed:

            	 
	 	 
	
              NOTICE:
                To
                be executed by an executive officer.

            
	 	 	 	 


    

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    CONVERSION
      NOTICE

     

    If
      you
      want to convert this Security into cash and if applicable Common Stock of the
      Company, check the box: r

     

    To
      convert only part of this Security, state the Principal Amount to be converted
      (which must be $1,000 or an integral multiple of $1,000):

     

    $_________________________________

     

    If
      you
      want the stock certificate and Securities (if any) to be delivered, made out
      in
      another person’s name, fill in the form below:

     

    
      	 
	
              (Insert
                other person’s social security or tax ID no.)

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

            


    

    


    


    
      	
              Date:

            	 	
              Signed:

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

            
	 	 	 	 
	 	 	 	 
	 	
              Signature
                Guarantee:

            	 	 


    

    


    
      	
              Note:

            	
              Signatures
                must be guaranteed by an “eligible guarantor institution” meeting the
                requirements of the Security Registrar, which requirements include
                membership or participation in the Security Transfer Agent Medallion
                Program (“STAMP”) or such other “signature guarantee program” as may be
                determined by the Security Registrar in addition to, or in substitution
                for, STAMP, all in accordance with the Securities Exchange Act of
                1934, as
                amended.

            


    

    


    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Section
      2.04  Form
      Of Trustee’s
      Certificate Of Authentication.
      This is
      one of the Securities referred to in the within-mentioned
      Indenture.

     

    
      	
              Dated:

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

            
	 	 	
              as
                Trustee

            
	 	 	 
	 	 	 
	 	 	
              By:       

            
	 	 	
              Authorized
                Signatory

            


    

    


     

    Section
      2.05  Legend
      On Restricted Securities.
      During
      the period beginning on the Issue Date and ending on the date two years from
      such date, any Security including any Security issued in exchange therefor
      or in
      lieu thereof, shall be deemed a “Restricted
      Security”
and
      shall be subject to the restrictions on transfer provided in the legends set
      forth on the face of the form of Security in Section
      2.02;
      provided,
      however,
      that
      the term “Restricted
      Security”
shall
      not include any Securities as to which restrictions have been terminated in
      accordance with Section
      3.06.
      All
      Securities shall bear the applicable legends set forth on the face of the form
      of Security in Section
      2.02.
      Except
      as provided in Section
      3.06
      and
Section
      3.11,
      the
      Trustee shall not issue any unlegended Security until it has received an
      Officers’ Certificate from the Company directing it to do so.

     

     

    ARTICLE
      III  

     

    THE
      SECURITIES

     

    Section
      3.01  Title;
      Amount And Issue Of Securities; Principal And Interest.
      The
      Securities shall be known and designated as the “1.00% Senior Convertible Notes
      due 2026” of the Company. The aggregate Principal Amount of Securities that may
      be authenticated and delivered under this Indenture is initially limited to
      $425,000,000, except for Securities authenticated and delivered upon
      registration of, transfer of, or in exchange for, or in lieu of other Securities
      pursuant to Sections 2.05, 3.03, 3.04, 3.06, 3.07, 3.08, 9.06, 11.06, 12.04,
      13.04 and 14.01, provided that Additional Securities with the same terms and
      with the same CUSIP numbers as the Securities issued on the date of this
      Indenture may be issued in an unlimited aggregate principal amount from time
      to
      time thereafter pursuant to Section 3.03; provided
      that
      such
      Additional Securities must be part of the same issue as the Securities issued
      on
      the date of this Indenture for U.S. federal income tax purposes. The Principal
      Amount shall be payable on May 15, 2026, unless earlier converted, redeemed
      or
      repurchased.

     

    The
      Securities shall bear interest at a rate of 1.00% per year. Interest on the
      Securities shall accrue from the Issue Date. Interest shall be payable
      semiannually in arrears on May 15 and November 15, beginning November 15, 2006.
      Interest (including any Additional Interest Amount) on the Securities shall
      be
      computed on the basis of a 360-day year of twelve 30-day months.

     

    The
      Principal Amount of Physical Securities shall be payable at the office or agency
      designated by the Company in the Borough of Manhattan, The City of New York
      initially the Corporate Trust Office at 101 Barclay Street, New York, New York
      10286. Interest (including Additional Interest Amounts, if any) on Physical
      Securities shall be payable (i) to Holders having an aggregate Principal Amount
      of $5,000,000 or less, by check mailed to the Holders of these Securities and
      (ii) to Holders having an aggregate Principal Amount of more than $5,000,000,
      either by check mailed to each Holder or, upon application by a Holder to the
      Security Registrar not later than two days prior to the relevant record date,
      by
      wire transfer in immediately available funds to that Holder’s account within the
      United States, which application shall remain in effect until the Holder
      notifies, in writing, the Security Registrar to the contrary.

     

     

    A
      Holder
      of any Security at 5:00 p.m., New York City time, on a Regular Record Date
      shall
      be entitled to receive interest (including Additional Interest Amounts, if
      any),
      on such Security on the corresponding Interest Payment Date. Holders of
      Securities after 5:00 p.m., New York City time, on a Regular Record Date will
      receive payment of interest (including Additional Interest Amounts, if any)
      payable on the corresponding interest payment date notwithstanding the
      conversion of such Securities at any time after the close of business on such
      Regular Record Date. Securities surrendered for conversion during the period
      after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m.,
      New York City time, on the corresponding interest payment date must be
      accompanied by payment of an amount equal to the interest (including Additional
      Interest Amounts, if any) that the Holder is to receive on the Securities.
      Notwithstanding the foregoing, no such payment of interest (including Additional
      Interest Amounts, if any) need be made by any converting Holder (i) if the
      Company has specified a Redemption Date that is after a Regular Record Date
      and
      on or prior to the corresponding interest payment date, (ii) if the Company
      has
      specified a Fundamental Change Purchase Date during such period, or (iii) to
      the
      extent of any overdue interest (including Additional Interest Amounts, if any)
      existing at the time of conversion of such Security. Except where Securities
      surrendered for conversion must be accompanied by payment as described above,
      no
      interest or Additional Interest Amount on converted Securities will be payable
      by the Company on any interest payment date subsequent to the date of conversion
      and delivery of the cash and shares of Common Stock, if applicable, pursuant
      to
      Article XIV hereunder, together with any cash payment for any fractional share,
      upon conversion will be deemed to satisfy the Company’s obligation to pay the
      principal amount of the Securities and accrued and unpaid interest and
      Additional Interest Amounts, if any, to, but not including, the related
      Conversion Date.

     

    Principal
      of and interest (including Additional Interest Amounts, if any) on Global
      Securities shall be payable in immediately available funds to the
      Depository.

     

    The
      Securities shall not be superior in right of payment to, and shall rank
pari
      passu
      with,
      all other unsecured and unsubordinated indebtedness of the Company.

     

    Section
      3.02  Denominations.
      The
      Securities shall be issuable only in registered form without coupons and in
      denominations of $1,000 and any integral multiple of $1,000 above that
      amount.

     

    Section
      3.03  Execution,
      Authentication, Delivery And
      Dating.
      The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board, its Chief Executive Officer, its Chief Operating Officer, its Chief
      Financial Officer, one of its Vice Presidents, its Secretary or one of its
      Assistant Secretaries. The signature of any of these officers on the Securities
      may be manual or facsimile.

     

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

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities executed by the Company to the Trustee for
      authentication, together with a Company Order for the authentication and
      delivery of such Securities. The Company Order shall specify the amount of
      Securities to be authenticated, and shall further specify the amount of such
      Securities to be issued as a Global Security or as Physical Securities. The
      Trustee in accordance with such Company Order shall authenticate and deliver
      such Securities as in this Indenture provided and not otherwise.

     

    Each
      Security shall be dated the date of its authentication.

     

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

     

    Section
      3.04  Temporary
      Securities.
      Pending
      the preparation of definitive Securities, the Company may execute, and upon
      Company Order the Trustee shall authenticate and deliver, temporary Securities
      which are printed, lithographed, typewritten, mimeographed or otherwise
      produced, in any authorized denomination, substantially of the tenor of the
      definitive Securities in lieu of which they are issued and with such appropriate
      insertions, omissions, substitutions and other variations as the officers
      executing such Securities may determine, as evidenced by their execution of
      such
      Securities.

     

    If
      temporary Securities are issued, the Company will cause definitive Securities
      to
      be prepared without unreasonable delay. After the preparation of definitive
      Securities, the temporary Securities shall be exchangeable for definitive
      Securities upon surrender of the temporary Securities at any office or agency
      of
      the Company designated pursuant to Section
      10.02,
      without
      charge to the Holder. Upon surrender for cancellation of any one or more
      temporary Securities the Company shall execute and the Trustee shall
      authenticate and deliver in exchange therefor a like Principal Amount of
      definitive Securities of authorized denominations. Until so exchanged the
      temporary Securities shall in all respects be entitled to the same benefits
      under this Indenture as definitive Securities. 

     

    Section
      3.05  Paying
      Agent; Registrar.
      The
      Company shall maintain an office or agency where Securities may be presented
      for
      registration of transfer or for exchange (the “Security
      Registrar”)
      and an
      office or agency where Securities may be presented to the Paying Agent for
      payment. The Company shall cause each of the Registrar and the Paying Agent
      to
      maintain an office or agency in the Borough of Manhattan, The City of New York.
      The Security Registrar shall keep a register of the Securities and of their
      transfer and exchange (the “Securities
      Register”).
      The
      Company may have one or more co-registrars and one or more additional paying
      agents. The term “Paying
      Agent”
      includes any additional paying agent and the term “Registrar”
      includes any co-registrar.

    


    The
      Company initially appoints the Trustee as the Paying Agent and the Security
      Registrar. The Company may, however, change the Paying Agent or Security
      Registrar without prior notice to the Holders, and the Company may act as the
      Paying Agent and Security Registrar.

     

    Section
      3.06  Registration
      Of Transfer And Exchange; Restrictions On Transfer.

     

    (a)  Upon
      surrender for registration of transfer of any Security at an office or agency
      of
      the Company designated pursuant to Section
      10.02
      for such
      purpose, the Company shall execute, and the Trustee shall authenticate and
      deliver, in the name of the designated transferee or transferees, one or more
      new Securities of any authorized denominations and of a like aggregate Principal
      Amount and tenor, each such Security bearing such restrictive legends as may
      be
      required by this Indenture (including Section
      2.02,
      Section
      2.05
      and
Section
      3.11).

     

    At
      the
      option of the Holder and subject to the other provisions of this Section
      3.06
      and to
Section
      3.11,
      Securities may be exchanged for other Securities of any authorized denominations
      and of a like aggregate Principal Amount and tenor, upon surrender of the
      Securities to be exchanged at such office or agency. Whenever any Securities
      are
      so surrendered for exchange, the Company shall execute, and the Trustee shall
      authenticate and deliver, the Securities which the Holder making the exchange
      is
      entitled to receive.

     

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

     

    Every
      Security presented or surrendered for registration of transfer or for exchange
      shall (if so required by the Company or the Trustee) be duly endorsed, or be
      accompanied by a written instrument of transfer in form satisfactory to the
      Company and the Security Registrar duly executed, by the Holder thereof or
      his
      attorney duly authorized in writing. As a condition to the registration of
      transfer of any Restricted Securities, the Company or the Trustee may require
      evidence satisfactory to them as to the compliance with the restrictions set
      forth in the legend on such securities.

     

    Except
      as
      provided in the following sentence and in Section
      3.11,
      all
      Securities originally issued hereunder and all Securities issued upon
      registration of transfer or exchange or replacement thereof shall be Restricted
      Securities and shall bear the legend required by Section
      2.02
      and
Section
      2.05,
      unless
      the Company shall have delivered to the Trustee (and the Security Registrar,
      if
      other than the Trustee) a Company Order stating that the Security is not a
      Restricted Security and may be issued without such legend thereon. Securities
      which are issued upon registration of transfer of, or in exchange for,
      Securities which are not Restricted Securities shall not be Restricted
      Securities and shall not bear such legend.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      Securities, but the Company may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Securities, other than exchanges
      pursuant to Section
      3.04
      and
Section
      9.06
      not
      involving any transfer.

     

    The
      Company shall not be required to exchange or register a transfer of any Security
      (i) that has been surrendered for conversion or (ii) as to which a Repurchase
      Notice or a Fundamental Change Repurchase Notice has been delivered and not
      withdrawn, except, where such Repurchase Notice or Fundamental Change Repurchase
      Notice provides that such Security is to be purchased only in part, the Company
      shall be required to exchange or register a transfer of the portion thereof
      not
      to be purchased.

     

    (b)  Beneficial
      ownership of every Restricted Security shall be subject to the restrictions
      on
      transfer provided in the legends required to be set forth on the face of each
      Restricted Security pursuant to Section
      2.02
      and
Section
      2.05,
      unless
      such restrictions on transfer shall be terminated in accordance with this
Section
      3.06(b)
      or
Section
      3.11.
      The
      Holder of each Restricted Security, by such Holder’s acceptance thereof, agrees
      to be bound by such restrictions on transfer.

     

    The
      restrictions imposed by this Section
      3.06
      and
Section
      2.02,
      Section
      2.05
      and
Section
      3.11
      upon the
      transferability of any particular Restricted Security shall cease and terminate
      upon delivery by the Company to the Trustee of an Officers’ Certificate stating
      that such Restricted Security has been sold pursuant to an effective Resale
      Registration Statement under the Securities Act or transferred in compliance
      with Rule 144 under the Securities Act (or any successor provision thereto).
      Any
      Restricted Security as to which the Company has delivered to the Trustee an
      Officers’ Certificate that such restrictions on transfer shall have expired in
      accordance with their terms or shall have terminated may, upon surrender of
      such
      Restricted Security for exchange to the Security Registrar in accordance with
      the provisions of this Section
      3.06,
      be
      exchanged for a new Security, of like tenor and aggregate Principal Amount,
      which shall not bear the restrictive legends required by Section
      2.02
      and
Section
      2.05.
      The
      Company shall inform the Trustee in writing of the effective date of any Resale
      Registration Statement registering the Securities under the Securities Act.
      The
      Trustee shall not be liable for any action taken or omitted to be taken by
      it in
      good faith in accordance with the aforementioned Resale Registration
      Statement.

     

    As
      used
      in the preceding two paragraphs of this Section
      3.06,
      the
      term “transfer” encompasses any sale, pledge, transfer or other disposition of
      any Restricted Security.

     

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

     

    Section
      3.07  Mutilated,
      Destroyed, Lost And Stolen Securities.
      If any
      mutilated Security is surrendered to the Trustee, the Company shall execute
      and
      the Trustee shall authenticate and deliver in exchange therefor a new Security
      of like tenor and Principal Amount and bearing a number not contemporaneously
      outstanding.

     

    If
      there
      shall be delivered to the Company and the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security and (ii) such
      security or indemnity as may be required by them to save each of them and any
      agent of either of them harmless, then, in the absence of notice to the Company
      or the Trustee that such Security has been acquired by a bona fide purchaser,
      the Company shall execute and the Trustee shall authenticate and deliver, in
      lieu of any such destroyed, lost or stolen Security, a new Security of like
      tenor and Principal Amount and bearing a number not contemporaneously
      outstanding.

     

    In
      case
      any such mutilated, destroyed, lost or stolen Security has become or is about
      to
      become due and payable, the Company in its discretion may, instead of issuing
      a
      new Security, pay such Security.

     

    Upon
      the
      issuance of any new Security under this Section, the Company may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Trustee) connected therewith.

     

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

     

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

     

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

     

    Section
      3.09  Book-Entry
      Provisions For Global Securities.
      

     

    (a)  The
      Global Securities initially shall (i) be registered in the name of the
      Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee
      as custodian for the Depositary and (iii) bear legends as set forth on the
      face
      of the form of Security in Section
      2.02.

     

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

     

    (b)  Transfers
      of the Global Securities shall be limited to transfers in whole, but not in
      part, to the Depositary, its successors or their respective nominees. Physical
      Securities shall be transferred to beneficial owners in exchange for their
      beneficial interests in the Global Securities only if (A) such Depositary has
      notified the Company (or the Company becomes aware) that the Depositary (i)
      is
      unwilling or unable to continue as Depositary for such Global Security or (ii)
      has ceased to be a clearing agency registered under the Exchange Act when the
      Depositary is required to be so registered to act as such Depositary and, in
      both such cases, no successor Depositary shall have been appointed within 90
      days of such notification or of the Company becoming aware of such event, (B)
      there shall have occurred and be continuing an Event of Default with respect
      to
      such Global Security and the Outstanding Securities shall have become due and
      payable pursuant to Section
      5.02
      and any
      Holder requests that Physical Securities be issued or (C) the Company has
      determined in its sole discretion that the Securities shall no longer be
      represented by Global Securities; provided
      that
      Holders of Physical Securities offered and sold in reliance on Rule 144A shall
      have the right, subject to applicable law, to request that such Securities
      be
      exchanged for interests in the applicable Global Security. Any such transfer
      or
      exchange of interests of beneficial owners in a Global Security, in whole or
      in
      part, for Physical Securities shall be in accordance with the rules and
      procedures of the Depositary and the provisions of Section
      3.11.

     

    (c)  In
      connection with any transfer or exchange of a portion of the beneficial interest
      in the Global Security to beneficial owners pursuant to paragraph (b), the
      Security Registrar shall (if one or more Physical Securities are to be issued)
      reflect on its books and records the date and a decrease in the Principal Amount
      of the Global Security in an amount equal to the Principal Amount of the
      beneficial interest in the Global Security to be transferred, and the Company
      shall execute, and the Trustee shall authenticate and deliver, one or more
      Physical Securities of like tenor and amount.

     

    (d)  In
      connection with the transfer of the entire Global Security to beneficial owners
      pursuant to paragraph (b), the Global Security shall be deemed to be surrendered
      to the Trustee for cancellation, and the Company shall execute, and the Trustee
      shall authenticate and deliver, to each beneficial owner identified by the
      Depositary in exchange for its beneficial interest in the Global Security,
      an
      equal aggregate Principal Amount of Physical Securities of authorized
      denominations and the same tenor.

     

    (e)  Any
      Physical Security constituting a Restricted Security delivered in exchange
      for
      an interest in the Global Security pursuant to paragraph (c) or (d) shall,
      except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section
      3.11,
      bear
      the legend regarding transfer restrictions applicable to the Physical Securities
      set forth on the face of the form of Security in Section
      2.02.

     

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

     

    Section
      3.10  Cancellation.
      The
      Company at any time may deliver to the Trustee for cancellation any Securities
      previously authenticated and delivered hereunder which the Company may have
      acquired in any manner whatsoever, and may deliver to the Trustee for
      cancellation any Securities previously authenticated hereunder which the Company
      has not issued and sold. The Trustee shall cancel and dispose of all Securities
      surrendered for registration of transfer, exchange, payment, purchase,
      repurchase, redemption, conversion (pursuant to Article XIV hereof) or
      cancellation in accordance with its customary practices. If the Company shall
      acquire any of the Securities, such acquisition shall not operate as a
      redemption or satisfaction of the indebtedness represented by such Securities
      unless and until the same are delivered to the Trustee for cancellation. The
      Company may not issue new Securities to replace Securities it has paid in full
      or delivered to the Trustee for cancellation.

     

    Section
      3.11  Special
      Transfer Provision.
      

     

    (a)  Transfers
      to Non-U.S. Persons.
      The
      following provisions shall apply with respect to the registration of any
      proposed transfer of a Security constituting a Restricted Security to any
      Non-U.S. Person to which Securities in the form of Global Securities cannot
      be
      issued:

     

    (i)  the
      Security Registrar shall register the transfer of any Security constituting
      a
      Restricted Security, whether or not such Security bears the legend required
      by
Section
      2.02
      and
Section
      2.05,
      if (x)
      the requested transfer is after the second anniversary of the Issue Date of
      such
      Security or (y) the proposed transferor has delivered to the Security Registrar
      a certificate substantially in the form of Exhibit
      A
      hereto,
      together with such other certifications, legal opinions or other information
      as
      the Company may reasonably require to confirm that such transfer is being made
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act; and

     

                          (ii)  if
      the
      proposed transferor is an Agent Member holding a beneficial interest in the
      Global Security, upon receipt by the Security Registrar of (x) the certificate,
      if any, required by paragraph (i) above and instructions given in accordance
      with the Depositary’s and the Security Registrar’s procedures,

     

    whereupon
      (1) the Security Registrar shall reflect on its books and records the date
      and
      (if the transfer does not involve a transfer of outstanding Physical Securities)
      a decrease in the Principal Amount of the Global Security in an amount equal
      to
      the Principal Amount of the beneficial interest in the Global Security to be
      transferred, and (b) the Company shall execute and the Trustee shall
      authenticate and deliver one or more Physical Securities of like tenor and
      amount.

     

    (b)  Transfers
      to QIBs.
      The
      following provisions shall apply with respect to the registration of any
      proposed transfer of a Security constituting a Restricted Security to a QIB
      (excluding transfers to Non-U.S. Persons):

     

    (i)  the
      Security Registrar shall register the transfer if such transfer is being made
      by
      a proposed transferor who has checked the box provided for on the form of
      Security stating, or has otherwise advised the Company and the Security
      Registrar in writing, that the sale has been made in compliance with the
      provisions of Rule 144A to a transferee who has signed the certification
      provided for on the form of Security stating, or has otherwise advised the
      Company and the Security Registrar in writing, that it is purchasing the
      Security for its own account or an account with respect to which it exercises
      sole investment discretion and that it and any such account is a QIB within
      the
      meaning of Rule 144A, and is aware that the sale to it is being made in reliance
      on Rule 144A and acknowledges that it has received such information regarding
      the Company as it has requested pursuant to Rule 144A or has determined not
      to
      request such information and that it is aware that the transferor is relying
      upon its foregoing representations in order to claim the exemption from
      registration provided by Rule 144A; and

     

    (ii)  if
      the
      proposed transferee is an Agent Member, and the Securities to be transferred
      consist of Physical Securities which after transfer are to be evidenced by
      an
      interest in the Global Security, upon receipt by the Security Registrar of
      instructions given in accordance with the Depositary’s
      and
      the Security Registrar’s procedures, the Security Registrar shall reflect on its
      books and records the date and an increase in the Principal Amount of the Global
      Security in an amount equal to the Principal Amount of the Physical Securities
      to be transferred, and the Trustee shall cancel the Physical Securities so
      transferred.

     

    (c)  Private
      Placement Legend.
      Upon
      the registration of transfer, exchange or replacement of Securities not bearing
      the legends required by Section
      2.02
      and
Section
      2.05,
      the
      Security Registrar shall deliver Securities that do not bear such legends.
      Upon
      the registration of transfer, exchange or replacement of Securities bearing
      the
      legends required by Section
      2.02
      and
Section
      2.05,
      the
      Security Registrar shall deliver only Securities that bear such legends unless
      (i) the circumstance contemplated by paragraph (a)(i)(x) of this Section
      3.11
      exists
      or (ii) there is delivered to the Security Registrar an Opinion of Counsel
      reasonably satisfactory to the Company and the Trustee to the effect that
      neither such legend nor the related restrictions on transfer are required in
      order to maintain compliance with the provisions of the Securities
      Act.

     

    (d)  General.
      By its
      acceptance of any Security bearing the legends required by Section
      2.02
      and
Section
      2.05,
      each
      Holder of such a Security acknowledges the restrictions on transfer of such
      Security set forth in this Indenture and in such legends and agrees that it
      will
      transfer such Security only as provided in this Indenture.

     

    The
      Security Registrar shall retain, in accordance with its customary procedures,
      copies of all letters, notices and other written communications received
      pursuant to this Section
      3.11.
      The
      Company shall have the right to inspect and make copies of all such letters,
      notices or other written communications at any reasonable time upon the giving
      of reasonable written notice to the Security Registrar.

     

    Section
      3.12  Defaulted
      Interest.

     

    Any
      interest on any Security which is payable, but is not paid when the same becomes
      due and payable and such nonpayment continues for a period of 30 days, shall
      forthwith cease to be payable to the Holder on the Regular Record Date, and
      such
      defaulted interest and (to the extent lawful) interest on such defaulted
      interest at the rate set forth in Section
      10.01
      (such
      defaulted interest and interest thereon herein collectively called “Defaulted
      Interest”)
      shall
      be paid by the Company, at its election in each case, as provided in clause
      (a)
      or (b) below: 

     

    (a)  The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities (or their respective predecessor Securities) are
      registered at the close of business
      on
      a Special Record Date for the payment of such Defaulted Interest, which shall
      be
      fixed in the following manner. The Company shall notify the Trustee in writing
      of the amount of Defaulted Interest proposed to be paid on each Security and
      the
      date (not less than 30 days after such notice) of the proposed payment (the
      “Special
      Interest Payment Date”),
      and
      at the same time the Company shall deposit with the Trustee an amount of money
      equal to the aggregate amount proposed to be paid in respect of such Defaulted
      Interest or shall make arrangements satisfactory to the Trustee for such deposit
      prior to the date of the proposed payment, such money when deposited to be
      held
      in trust for the benefit of the Persons entitled to such Defaulted Interest
      as
      in this clause provided. Thereupon the Trustee shall fix a record date (the
      “Special
      Record Date”)
      for
      the payment of such Defaulted Interest which shall be not more than 15 days
      and
      not less than 10 days prior to the Special Interest Payment Date and not less
      than 10 days after the receipt by the Trustee of the notice of the proposed
      payment. The Trustee shall promptly notify the Company of such Special Record
      Date, and in the name and at the expense of the Company, shall cause notice
      of
      the proposed payment of such Defaulted Interest and the Special Record Date
      and
      Special Interest Payment Date therefor to be given in the manner provided for
      in
Section
      13.02,
      not
      less than 10 days prior to such Special Record Date. Notice of the proposed
      payment of such Defaulted Interest and the Special Record Date and Special
      Interest Payment Date therefor having been so given, such Defaulted Interest
      shall be paid on the Special Interest Payment Date to the Persons in whose
      names
      the Securities (or their respective predecessor Securities) are registered
      at
      the close of business on such Special Record Date and shall no longer be payable
      pursuant to the following clause (b). 

     

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

     

    Subject
      to the foregoing provisions of this Section
      3.12,
      each
      Security delivered under this Indenture upon registration of, transfer of or
      in
      exchange for or in lieu of any other Security shall carry the rights to interest
      (including any Additional Interest Amount) accrued and unpaid, and to accrue,
      which were carried by such other Security. 

     

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

     

    Section
      3.14  Ranking.
      The
      indebtedness of the Company arising under or in connection with this Indenture
      and every outstanding Security issued under this Indenture from time to time
      constitutes and will constitute a senior unsecured general obligation of the
      Company, ranking equally with other existing and future senior unsecured and
      unsubordinated Indebtedness of the Company and ranking senior in right of
      payment to any future Indebtedness of the Company that is expressly made
      subordinate to the Securities by the terms of such Indebtedness. For purposes
      of
      this Section
      3.14
      only,
“Indebtedness”
means,
      without duplication, the principal or face amount of (i) all obligations for
      borrowed money, (ii) all obligations evidenced by debentures, notes or other
      similar instruments, (iii) all obligations in respect of letters of credit
      or
      bankers acceptances or similar instruments (or reimbursement obligations with
      respect thereto), (iv) all obligations to pay the deferred purchase price of
      property or services, (v) all obligations as lessee which are capitalized in
      accordance with generally accepted accounting principles, and (vi) all
      Indebtedness of others guaranteed by the Company or any of its Subsidiaries
      or
      for which the Company or any of its Subsidiaries is legally responsible or
      liable (whether by agreement to purchase indebtedness of, or to supply funds
      or
      to invest in, others). 

     

    Section
      3.15  Sinking
      Fund.
      The
      Securities shall not have the benefit of a sinking fund.

     

     

    ARTICLE
      IV  

     

    SATISFACTION
      AND DISCHARGE

     

    Section
      4.01  Satisfaction
      And Discharge Of Indenture.
      This
      Indenture shall cease to be of further effect (except as to any surviving rights
      of registration of transfer or exchange of Securities herein expressly provided
      for), and the Trustee, on demand of and at the expense of the Company, shall
      execute proper instruments acknowledging satisfaction and discharge of this
      Indenture, when

       

      (a)  either:

       

      (i)  all
        Securities theretofore authenticated and delivered (other than (A) Securities
        which have been destroyed, lost or stolen and which have been replaced or
        paid
        as provided in Section
        3.07
        and (B)
        Securities for whose payment money has theretofore been deposited with the
        Trustee in trust or segregated and held in trust by the Company and thereafter
        repaid to the Company or discharged from such trust as provided in Section
        10.03)
        have
        been delivered to the Trustee for cancellation; or

       

      (ii)  all
        such
        Securities not theretofore delivered to the Trustee for cancellation have
        become
        due and payable and the Company has deposited or caused to be deposited with
        the
        Trustee as trust funds in trust for the purpose an amount sufficient to pay
        and
        discharge the entire indebtedness evidenced by such Securities not theretofore
        delivered to the Trustee for cancellation;

       

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

       

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


       
Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section
      6.07
      and, if
      money shall have been deposited with the Trustee pursuant to subclause (ii)
      of
      clause (a) of this Section
      4.01,
      the
      obligations of the Trustee under Section
      4.02
      and the
      last paragraph of Section
      10.03
      shall
      survive such satisfaction and discharge.

     

    Section
      4.02  Application
      Of Trust Money.
      Subject
      to the provisions of the last paragraph of Section
      10.03,
      all
      money deposited with the Trustee pursuant to Section
      4.01
      shall be
      held in trust and applied by it, in accordance with the provisions of the
      Securities and this Indenture, to the payment, either directly or through any
      Paying Agent (including the Company acting as its own Paying Agent) as the
      Trustee may determine, to the Persons entitled thereto, of the principal and
      interest (including Additional Interest Amounts, if any), for whose payment
      such
      money has been deposited with the Trustee.

     

     

    ARTICLE
      V  

     

    REMEDIES

     

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

     

    (a)  default
      in the payment of the Principal Amount, Redemption Price, Repurchase Price
      or
      Fundamental Change Repurchase Price on any Security when it becomes due and
      payable; or

     

    (b)  default
      in the payment of interest or Additional Interest Amounts, if any, upon any
      Security, when such amounts become due and payable, and continuance of such
      default for a period of 30 days; or

     

    (c)  failure
      by the Company to convert Securities into cash and shares of Common Stock upon
      exercise of a Holder’s conversion right and such failure continues for 10
      Business Days or more; or

     

    (d)  default
      in the payment of any indebtedness for borrowed money by the Company or any
      of
      its significant subsidiaries (all or substantially all of the outstanding voting
      securities of which are owned, directly or indirectly, by the Company) in an
      outstanding principal amount in excess of $100,000,000 when such amounts become
      due at final maturity or upon acceleration, and such indebtedness is not
      discharged, or such default in payment or acceleration is not cured or rescinded
      within the period specified in such instrument; provided,
      however,
      that if
      such default payment or acceleration is cured or rescinded, there shall be
      an
      automatic cure of the corresponding Event of Default under this Section
      5.01(c)
      without
      any action by the parties hereto; or

     

    (e)  default
      in the performance of any covenant, agreement or condition of the Company in
      this Indenture or the Securities (other than a default specified in Section
      5.01(a)
      or
(b)),
      and
      continuance of such default for a period of 60 days after there has been given,
      by registered or certified mail, to the Company by the Trustee or to the Company
      and the Trustee by the Holders of at least 25% in aggregate Principal Amount
      of
      the Outstanding Securities a written notice specifying such default and
      requiring it to be remedied and stating that such notice is a “Notice
      of Default”
      hereunder; or

     

    (f)  the
      rendering of a final judgment or judgments (not subject to appeal and not
      covered by insurance) against the Company or any of its Subsidiaries in excess
      of $100,000,000 which remains unstayed, undischarged or unbonded for 60 days;
      or

     

    (g)  the
      entry
      by a court having jurisdiction in the premises of (i) a decree or order for
      relief in respect of the Company or any of its significant Subsidiaries of
      a
      voluntary case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or (ii) a decree or order
      adjudging the Company as bankrupt or insolvent, or approving as properly filed
      a
      petition seeking reorganization, arrangement, adjustment or composition of
      or in
      respect of the Company under any applicable Federal or State law or (iii)
      appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
      or
      other similar official of the Company or of any substantial part of its
      property, or ordering the winding up or liquidation of its affairs, and the
      continuance of any such decree or order for relief or any such other
      appointment, decree or order unstayed and in effect for a period of 60
      consecutive days; or

     

    (h)  the
      commencement by the Company or any of its significant Subsidiaries of a
      voluntary case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or of any other case or
      proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
      to
      the entry of a decree or order for relief in respect of the Company in an
      involuntary case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or to the commencement of any
      bankruptcy or insolvency case or proceeding against it, or the filing by it
      of a
      petition or answer or consent seeking reorganization or relief under any
      applicable Federal or State law, or the consent by it to the filing of such
      petition or to the appointment of or taking possession by a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or of any substantial part of its property, or the making by it of
      an
      assignment for the benefit of creditors.

     

    Section
      5.02  Acceleration
      Of Maturity; Rescission And Annulment.
      

     

    (a)  If
      an
      Event of Default (other than those specified in Section
      5.01(g)and
      Section
      5.01(h)
      with
      respect to the Company) occurs and is continuing, then and in every such case
      the Trustee or the Holders of not less than 25% in aggregate Principal Amount
      of
      the Outstanding Securities may declare the Principal Amount plus accrued and
      unpaid interest, including Additional Interest Amounts, if any, on all the
      Outstanding Securities to be due and payable immediately, by a notice in writing
      to the Company (and to the Trustee if given by Holders), and upon any such
      declaration such Principal Amount plus accrued but unpaid interest, including
      Additional Interest Amounts, if any, shall become immediately due and
      payable.

     

    Notwithstanding
      the foregoing, in the case of an Event of Default specified in Section
      5.01(g)
      and
Section
      5.01(h)
      with
      respect to the Company, the Principal Amount plus accrued but unpaid interest,
      including Additional Interest Amounts, if any, on all Outstanding Securities
      will ipso
      facto
      become
      due and payable without any declaration or other Act on the part of any Holder
      or the Trustee.

     

    (b)  At
      any
      time after such a declaration of acceleration has been made and before a
      judgment or decree for payment of the money due has been obtained by the Trustee
      as hereinafter in this Article
      V
      provided, the Holders of a majority in aggregate Principal Amount of the
      Outstanding Securities, by written notice to the Company and the Trustee, may
      rescind and annul such declaration and its consequences if:

     

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

     

    (A)  the
      Principal Amount plus accrued but unpaid interest, including Additional Interest
      Amounts, if any, Redemption Price, Repurchase Price or Fundamental Change
      Repurchase Price, as applicable, on any Securities which have become due
      otherwise than by such declaration of acceleration, and interest on any such
      amounts that are overdue at the rate of 1.00% per annum from the required
      payment date, and

     

    (B)  all
      sums
      paid or advanced by the Trustee hereunder and the reasonable compensation,
      expenses, disbursements and advances of the Trustee, its agents and counsel,
      and
      any other amounts due the Trustee under Section
      6.07;
      and

     

    (ii)  all
      Events of Default, other than the non-payment of the Principal Amount plus
      accrued but unpaid interest, including Additional Interest Amounts, if any,
      on
      Securities which have become due solely by such declaration of acceleration,
      have been cured or waived as provided in Section
      5.13.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereon.

     

    Section
      5.03  Other
      Remedies.
      If an
      Event of Default occurs and is continuing, the Trustee may, but shall not be
      obligated to, pursue any available remedy to collect the payment of the
      Principal Amount plus accrued but unpaid interest, including Additional Interest
      Amounts, if any, on the Securities or to enforce the performance of any
      provision of the Securities or this Indenture. The Trustee may maintain a
      proceeding even if the Trustee does not possess any of the Securities or does
      not produce any of the Securities in the proceeding. A delay or omission by
      the
      Trustee or any Holder in exercising any right or remedy accruing upon an Event
      of Default shall not impair the right or remedy or constitute a waiver of,
      or
      acquiescence in, the Event of Default. No remedy is exclusive of any other
      remedy. All available remedies are cumulative.

     

    Section
      5.04  Collection
      Of Indebtedness And Suits For Enforcement By Trustee.
      The
      Company covenants that if: 

     

    (a)  default
      is made in the payment of any interest, including Additional Interest Amounts,
      on any Security when such amounts become due and payable, and such default
      continues for a period of 30 days, or

     

    (b)  default
      is made in the payment of the Principal Amount plus accrued but unpaid interest,
      including Additional Interest Amounts, if any, at the Stated Maturity thereof
      or
      in the payment of the Redemption Price, Repurchase Price or Fundamental Change
      Repurchase Price in respect of any Security,

     

    the
      Company will, upon demand of the Trustee, pay to it, for the benefit of the
      Holders of such Securities, the whole amount then due and payable on such
      Securities, and, in addition thereto, such further amount as shall be sufficient
      to cover the costs and expenses of collection, including the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its agents
      and counsel.

     

    Section
      5.05  Trustee
      May File Proofs Of Claim.
      In case
      of any judicial proceeding relative to the Company (or any other obligor upon
      the Securities), its property or its creditors, the Trustee shall be entitled
      and empowered, by intervention in such proceeding or otherwise, to take any
      and
      all actions authorized under the Trust Indenture Act in order to have claims
      of
      the Holders and the Trustee allowed in any such proceeding. In particular,
      the
      Trustee shall be authorized to collect and receive any moneys or other property
      payable or deliverable on any such claims and to distribute the same; and any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Holder to make such payments to the Trustee and, in the event that the Trustee
      shall consent to the making of such payments directly to the Holders, to pay
      to
      the Trustee any amount due it for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel and any other
      amounts due the Trustee under Section
      6.07.

     

    No
      provision of this Indenture shall be deemed to authorize the Trustee to
      authorize or consent to or accept or adopt on behalf of any Holder any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Securities
      or the rights of any Holder thereof or to authorize the Trustee to vote in
      respect of the claim of any Holder in any such proceeding.

     

    Section
      5.06  Application
      Of Money Collected.
      Any
      money collected by the Trustee pursuant to this Article V shall be applied
      in
      the following order, at the date or dates fixed by the Trustee and, in case
      of
      the distribution of such money to Holders, upon presentation of the Securities
      and the notation thereon of the payment if only partially paid and upon
      surrender thereof if fully paid:

     

    FIRST:
      To
      the payment of all amounts due the Trustee under Section
      6.07;
      and

     

    SECOND:
      To the payment of the amounts then due and unpaid on the Securities for the
      Principal Amount, Redemption Price, Repurchase Price, Fundamental Change
      Repurchase Price or interest, including Additional Interest Amounts, if any,
      as
      the case may be, in respect of which or for the benefit of which such money
      has
      been collected, ratably, without preference or priority of any kind, according
      to the amounts due and payable on such Securities.

     

    THIRD:
      To
      the Company.

     

    Section
      5.07  Limitation
      On Suits.
      No
      Holder of any Security shall have any right to institute any proceeding,
      judicial or otherwise, with respect to this Indenture, or for the appointment
      of
      a receiver or trustee, or for any other remedy hereunder (other than in the
      case
      of an Event of Default specified in Section
      5.01(a)
      or
Section
      5.01(b)),
      unless:

     

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

     

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

     

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

     

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

     

    (e)  no
      direction inconsistent with such written request has been given to the Trustee
      during such 60-day period by the Holders of a majority in aggregate Principal
      Amount of the Outstanding Securities;

     

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

     

    Section
      5.08  Unconditional
      Right Of Holders To Receive Payment.
      Notwithstanding any other provision of this Indenture, the right of any Holder
      to receive payment of the Principal Amount, Redemption Price, Repurchase Price,
      Fundamental Change Repurchase Price or interest, including Additional Interest
      Amounts, if any, in respect of the Securities held by such Holder, on or after
      the respective due dates expressed in the Securities or on or after any
      Redemption Date, Repurchase Date or Fundamental Change Repurchase Date, as
      applicable, and to convert the Securities in accordance with Article XIV hereof,
      or to bring suit for the enforcement of any such payment on or after such
      respective dates or the right to convert, shall not be impaired or affected
      adversely without the consent of such Holder. For purposes of clarification,
      prior to the occurrence of a Fundamental Change, the provisions relating to
      the
      right to receive payment upon a Fundamental Change Repurchase Date may be
      modified in the manner set forth in Section
      9.02.

     

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

     

    Section
      5.10  Rights
      And Remedies Cumulative.
      Except
      as otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Securities in the last paragraph of Section
      3.07,
      no
      right or remedy herein conferred upon or reserved to the Trustee or to the
      Holders is intended to be exclusive of any other right or remedy, and every
      right and remedy shall, to the extent permitted by law, be cumulative and in
      addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or otherwise. The assertion or employment of any
      right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy.

     

    Section
      5.11  Delay
      Or Omission Not Waiver.
      No delay
      or omission of the Trustee or of any Holder of any Security to exercise any
      right or remedy accruing upon any Event of Default shall impair any such right
      or remedy or constitute a waiver of any such Event of Default or an acquiescence
      therein. Every right and remedy given by this Article V or by law to the Trustee
      or to the Holders may be exercised from time to time, and as often as may be
      deemed expedient, by the Trustee or by the Holders, as the case may
      be.

     

    Section
      5.12  Control
      By Holders.
      The
      Holders of a majority in Principal Amount of the Outstanding Securities shall
      have the right to direct the time, method and place of conducting any proceeding
      for any remedy available to the Trustee or exercising any trust or power
      conferred on the Trustee, provided
      that:

     

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

     

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

     

    Section
      5.13  Waiver
      Of Past Defaults.
      The
      Holders of not less than a majority in Principal Amount of the Outstanding
      Securities may on behalf of the Holders of all the Securities waive any past
      Default hereunder and its consequences, except a Default:

     

    (a)  described
      in Section
      5.01(a)
      or
Section
      5.01(b);
      or

     

    (b)  in
      respect of a covenant or provision hereof which under Article IX cannot be
      modified or amended without the consent of the Holder of each Outstanding
      Security affected.

     

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

     

    Section
      5.14  Undertaking
      For Costs.
      In any
      suit for the enforcement of any right or remedy under this Indenture or in
      any
      suit against the Trustee for any action taken or omitted by it as Trustee,
      in
      either case in respect of the Securities, a court may require any party litigant
      in such suit to file an undertaking to pay the costs of the suit, and the court
      may assess reasonable costs, including reasonable attorney’s fees and expenses,
      against any party litigant in the suit having due regard to the merits and
      good
      faith of the claims or defenses made by the party litigant; but the provisions
      of this Section shall not apply to any suit instituted by the Company, to any
      suit instituted by the Trustee, to any suit instituted by any Holder, or group
      of Holders, holding in the aggregate more than 10% in Principal Amount of the
      Outstanding Securities, or to any suit instituted by any Holder for the
      enforcement of the payment of the Principal Amount or accrued but unpaid
      interest, including Additional Interest Amounts, if any, on any Security on
      or
      after the Stated Maturity of such Security or the Redemption Price, Repurchase
      Price or Fundamental Change Repurchase Price.

     

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

     

     

    ARTICLE
      VI  

     

    THE
      TRUSTEE

     

    Section
      6.01  Certain
      Duties And Responsibilities.
      The
      duties and responsibilities of the Trustee shall be as provided by the Trust
      Indenture Act and as set forth herein. In case an Event of Default with respect
      to the Securities has occurred (which has not been cured or waived), the Trustee
      shall exercise the rights and powers vested in it by this Indenture, and use
      the
      same degree of care and skill in their exercise, as a prudent person would
      exercise or use under the circumstances in the conduct of such person’s own
      affairs. Notwithstanding the foregoing, no provision of this Indenture shall
      require the Trustee to expend or risk its own funds or otherwise incur any
      financial liability in the performance of any of its duties hereunder, or in
      the
      exercise of any of its rights or powers. Except during the continuance of an
      Event of Default, the Trustee need perform only those duties as are specifically
      set forth in this Indenture and no duties, covenants or obligations of the
      Trustee shall be implied in this Indenture. Whether or not therein expressly
      so
      provided, every provision of this Indenture relating to the conduct or affecting
      the liability of or affording protection to the Trustee shall be subject to
      the
      provisions of this Section.

     

    Section
      6.02  Notice
      Of Defaults.
      The
      Trustee shall give the Holders notice of any Default hereunder within 60 days
      after the occurrence thereof or, if later, within 15 days after it is known
      to
      the Trustee, unless such Default shall have been cured or waived before the
      giving of such notice; provided,
      that
      (except in the case of any Default in the payment of Principal Amount, interest,
      including Additional Interest Amounts, if any, on any of the Securities or
      the
      Redemption Price, Repurchase Price or Fundamental Change Repurchase Price),
      the
      Trustee shall be protected in withholding such notice if and so long as a trust
      committee of directors or trustees and/or a Responsible Officer of the Trustee
      in good faith determines that the withholding of such notice is in the interest
      of the Holders of Securities.

     

    Section
      6.03  Certain
      Rights Of Trustee.
      Subject
      to the provisions of Section
      6.01:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (h)  the
      Trustee shall not be charged with knowledge of any Default or Event of Default
      with respect to the Securities unless either (i) a Responsible Officer shall
      have actual knowledge of such Default or Event of Default or (ii) written notice
      of such Default or Event of Default shall have been given to the Trustee by
      the
      Company or any other obligor on such Securities or by any Holder of such
      Securities;

     

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

     

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

     

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

     

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

     

    Section
      6.04  Not
      Responsible For Recitals.
      The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company,
      and the Trustee assumes no responsibility for their correctness. The Trustee
      makes no representations as to the validity or sufficiency of this Indenture
      or
      of the Securities. The Trustee shall not be accountable for the use or
      application by the Company of Securities or the proceeds thereof.

     

    Section
      6.05  May
      Hold Securities.
      The
      Trustee, any Paying Agent, any Security Registrar or any other agent of the
      Company, in its individual or any other capacity, may become the owner or
      pledgee of Securities and, subject to Section
      6.08
      and
Section
      6.13,
      may
      otherwise deal with the Company with the same rights it would have if it were
      not Trustee, Paying Agent, Security Registrar or such other agent.

     

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

     

    Section
      6.07  Compensation
      And Reimbursement.
      The
      Company agrees:

     

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

     

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

     

    (c)  to
      indemnify the Trustee and any predecessor Trustee for, and to hold it harmless
      against, any loss, liability,
      claim,
      damage or expense including taxes (other than taxes based upon, measured by
      or
      determined by the income of the Trustee) incurred without gross negligence,
      willful misconduct or bad faith on its part, arising out of or in connection
      with the acceptance or administration of this trust, including the reasonable
      costs and expenses of defending itself against any claim (whether assessed
      by
      the Company, by any Holder or any other Person) or liability in connection
      with
      the exercise or performance of any of its powers or duties hereunder;
      and

     

    (d)  the
      Trustee shall notify the Company promptly of any claim asserted against it.
      Failure by the Trustee to so notify the Company shall not relieve the Company
      of
      its obligations under this Section
      6.07.
      The
      Company shall defend the claim and the Trustee shall cooperate in the defense.
      The Trustee may at its option have separate counsel of its own choosing and
      the
      Company shall pay the reasonable fees and expenses of such counsel. The Company
      need not pay for any settlement made without its written consent, which consent
      shall not be unreasonably withheld.

     

    The
      obligations of the Company under this Section
      6.07
      shall
      survive the resignation or removal of the Trustee and the satisfaction and
      discharge of this Indenture. To secure the Company’s payment obligations in this
Section
      6.07,
      the
      Trustee shall have a lien prior to the Securities on all money or property
      held
      or collected by the Trustee, except that held in trust to pay principal and
      interest on the Securities. Such lien shall survive the resignation or removal
      of the Trustee and the satisfaction and discharge of this Indenture. When the
      Trustee incurs expenses or renders services after a Default or an Event of
      Default specified in Section
      5.01(g)
      and
Section
      5.01(h)
      hereof
      occurs, the expenses and the compensation for the services (including, the
      fees
      and expenses of its agents and counsel) are intended to constitute expenses
      of
      administration under United States Code, Title 11 or any other similar foreign,
      federal or state law for the relief of debtors.

     

    Section
      6.08  Disqualification;
      Conflicting Interests.
      If the
      Trustee has or shall acquire a conflicting interest within the meaning of the
      Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
      to the extent and in the manner provided by, and subject to the provisions
      of,
      the Trust Indenture Act and this Indenture.

     

    Section
      6.09  Corporate
      Trustee Required; Eligibility.
      There
      shall at all times be a Trustee hereunder which shall be a Person that is
      eligible pursuant to the Trust Indenture Act to act as such and has a combined
      capital and surplus of at least $50,000,000. If such Person publishes reports
      of
      condition at least annually, pursuant to law or to the requirements of any
      supervising or examining authority, then for the purposes of this Section,
      the
      combined capital and surplus of such Person shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published. If at any time the Trustee shall cease to be eligible in accordance
      with the provisions of this Section, it shall resign immediately in the manner
      and with the effect hereinafter specified in this Article VI.

     

    Section
      6.10  Resignation
      And Removal; Appointment Of Successor.
      

     

    (a)  No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article
      VI shall become effective until the acceptance of appointment by the successor
      Trustee under Section
      6.11.

     

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

     

    (c)  The
      Trustee may be removed at any time by Act of the Holders of a majority in
      Principal Amount of the Outstanding Securities, delivered to the Trustee and
      to
      the Company. If an instrument of acceptance by a successor Trustee shall not
      have been delivered to the Trustee within 30 days after the notice of removal,
      the Trustee being removed may petition, at the expense of the Company, any
      court
      of competent jurisdiction for the appointment of a successor Trustee with
      respect to the Securities.

     

    (d)  If
      at any
      time:

     

    (i)  the
      Trustee shall fail to comply with Section
      6.08
      after
      written request therefor by the Company or by any Holder who has been a bona
      fide Holder of a Security for at least six months, or

     

    (ii)  the
      Trustee shall cease to be eligible under Section
      6.09
      and
      shall fail to resign after written request therefor by the Company or by any
      such Holder, or

     

    (iii)  the
      Trustee shall become incapable of acting or shall be adjudged a bankrupt or
      insolvent, or

     

    (iv)  a
      receiver of the Trustee or of its property shall be appointed or any public
      officer shall take charge or control of the Trustee or of its property or
      affairs for the purpose of rehabilitation, conservation or
      liquidation,

     

    then,
      in
      any such case, (A) the Company by a Company Order may remove the Trustee, or
      (B)
      subject to Section
      5.14,
      any
      Holder who has been a bona fide Holder of a Security for at least six months
      may, on behalf of such Holder and all others similarly situated, petition any
      court of competent jurisdiction for the removal of the Trustee and the
      appointment of a successor Trustee.

     

    (e)  If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause, the Company, by a Company
      Order, shall promptly appoint a successor Trustee. If no successor Trustee
      shall
      have been so appointed by the Company and accepted appointment in the manner
      hereinafter provided
      within
      60 days of such resignation, removal, incapability or vacancy, any Holder who
      has been a bona fide Holder of a Security for at least six months may, on behalf
      of himself and all others similarly situated, petition any court of competent
      jurisdiction for the appointment of a successor Trustee.

     

    (f)  The
      Company shall give notice of each resignation and each removal of the Trustee
      and each appointment of a successor Trustee to all Holders in the manner
      provided in Section
      1.06.
      Each
      notice shall include the name of the successor Trustee and the address of its
      Corporate Trust Office.

     

    (g)  If
      a
      Trustee is removed with or without cause, all fees and expenses (including
      the
      reasonable fees and expenses of counsel) of the Trustee incurred in the
      administration of the trust or in the performance of the duties hereunder prior
      to such removal shall be paid to the Trustee.

     

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

     

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

     

    Section
      6.12  Merger,
      Conversion, Consolidation Or Succession To Business.
      Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to all or substantially all the corporate trust business of the
      Trustee, shall be the successor of the Trustee hereunder, provided
      such
      corporation shall be otherwise qualified and eligible under this Article VI,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto. In case any Securities shall have been authenticated,
      but not delivered, by the Trustee then in office, any successor by merger,
      conversion or consolidation to such authenticating Trustee may adopt such
      authentication and deliver the Securities so authenticated with the same effect
      as if such successor Trustee had itself authenticated such
      Securities.

     

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

     

     

    ARTICLE
      VII  

     

    REPORTS
      BY TRUSTEE

     

    Section
      7.01  Preservation
      Of Information; Communications To Holders.
      

     

    (a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section
      10.08 and the names and addresses of Holders received by the Trustee in its
      capacity as Security Registrar. The Trustee may destroy any list furnished
      to it
      as provided in Section 10.08 upon receipt of a new list so
      furnished.

     

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

     

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

     

    Section
      7.02  Reports
      By Trustee.

     

    (a)  The
      Trustee shall transmit to Holders such reports concerning the Trustee and its
      actions under this Indenture as may be required pursuant to the Trust Indenture
      Act at the times and in the manner provided pursuant thereto. Reports so
      required to be transmitted at stated intervals of not more than 12 months shall
      be transmitted no later than July 15 in each calendar year, commencing in July
      15, 2006. Each such report shall be dated as of a date not more than 60 days
      prior to the date of transmission.

     

    (b) A
      copy of
      each such report shall, at the time of such transmission to Holders, be filed
      by
      the Trustee with each stock exchange upon which the Securities are listed,
      with
      the Commission and with the Company. The Company shall notify the Trustee
      promptly (and in any event within 10 days) whenever the Securities become listed
      on any stock exchange or of any delisting thereof.

     

    ARTICLE
      VIII  

     

    CONSOLIDATION,
      MERGER, CONVEY, TRANSFER OR LEASE

     

    Section
      8.01  Company
      May Consolidate, Etc., Only On Certain Terms.
      The
      Company shall not consolidate or combine with or merge into any other Person
      or
      convey, transfer or lease its properties, and assets, substantially as an entity
      to another Person, unless:

     

    (a)  the
      resulting, surviving or transferee Person (the “Successor
      Company”)
      and,
      if the conversion obligation relates to Public Acquirer Common Stock that is
      not
      issued by such Successor Company, such Public Acquirer, shall be a corporation
      organized and existing under the laws of the United States of America, any
      State
      thereof or the District of Columbia and the Successor Company (if not the
      Company) and the Public Acquirer, as applicable, shall expressly assume, by
      supplemental indenture, executed and delivered to the Trustee, in form
      reasonably satisfactory to the Trustee, all the obligations of the Company
      under
      the Securities, this Indenture;

     

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

     

    (c)  the
      Company or the Successor Company shall have delivered to the Trustee an
      Officers’ Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, conveyance, transfer, business combination or lease
      and,
      if a supplemental indenture is required in connection with such transaction,
      such supplemental indenture comply with this Article VIII and Article IX,
      respectively.

     

    Section
      8.02  Successor
      Substituted.
      The
      Successor Company will succeed to, and be substituted for, and may exercise
      every right and power of, the Company under this Indenture, but, in the case
      of
      a conveyance, transfer or lease of substantially all its assets that results
      in
      the sale, assignment, conveyance, transfer or other disposition or assets
      constituting or accounting for less than 95% of the Company’s consolidated
      assets, revenue or net income (loss), the Company will not be released from
      the
      obligation to pay the principal of and interest (including any Additional
      Interest Amount) on the Securities.

     

     

    ARTICLE
      IX  

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01  Supplemental
      Indentures Without Consent Of Holders.
      Without
      the consent of any Holder, the Company, when authorized by a Board Resolution,
      and the Trustee, at any time and from time to time, may amend, modify or
      supplement this Indenture or the Securities, in form satisfactory to the
      Trustee, for any of the following purposes:

     

    (a)  to
      evidence the succession of another Person to the Company and the assumption
      by
      any such successor of the covenants of the Company herein and in the Securities;
      or

     

    (b)  to
      add to
      the covenants of the Company for the benefit of the Holders, or to surrender
      any
      right or power herein conferred upon the Company; or

     

    (c)  to
      provide for a successor Trustee with respect to the Securities; or

     

    (d)  to
      add
      any additional Events of Default with respect to the Securities; or

     

    (e)  to
      cure
      any ambiguity or defect, to correct or supplement any provision herein which
      may
      be inconsistent with any other provision herein, or to make any other provisions
      with respect to matters or questions arising under this Indenture which shall
      not be inconsistent with the provisions of this Indenture, provided
      that
      such action pursuant to this clause (e) shall not adversely affect the interests
      of the Holders in any material respect; or

     

    (f)  to
      secure
      the Securities; or 

     

    (g)  to
      reduce
      the Conversion Price; provided,
      however,
      that
      such reduction in the Conversion Price is in accordance with the terms of this
      Indenture or shall not adversely affect the interests of the Holders of
      Securities (after taking into account tax and other consequences of such
      reduction) in any material respect; or 

     

    (h)  to
      supplement any of the provisions of the Indenture to such extent as shall be
      necessary to permit or facilitate the discharge of the Securities; provided,
      however
      that
      such change or modification does not adversely affect the interests of the
      Holders of the Securities in any material respect; or

     

    (i)  to
      make
      any changes or modifications necessary in connection with the registration
      of
      the Securities under the Securities Act as contemplated in the Registration
      Rights Agreement; provided,
      however,
      that
      such change or modification does not adversely affect the interests of the
      Holders of Securities in any material respect; or 

     

    (j)  to
      add or
      modify any other provisions herein with respect to matters or questions arising
      hereunder which the Company and the Trustee may deem necessary or desirable
      and
      which would not reasonably be expected to adversely affect the interests of
      the
      Holders of Securities in any material respect; or

     

    (k)  to
      conform this Indenture or the Securities to the description thereof under the
      caption “Description of Notes” in the Offering Memorandum; or

     

    (l)  to
      convey, transfer, assign, mortgage or pledge to the Trustee as security for
      the
      Securities any property or assets; or\

     

    (m)  to
      comply
      with any requirements of the Commission in connection with the qualification
      of
      this Indenture under the Trust Indenture Act.

     

    Section
      9.02  Supplemental
      Indentures With Consent Of Holders.

     

    (a)  With
      the
      consent of the Holders of not less than a majority in Principal Amount of the
      Outstanding Securities, by Act of said Holders delivered to the Company and
      the
      Trustee, the Company, when authorized by a Board Resolution, and the Trustee
      may
      enter into an indenture or indentures supplemental hereto for the purpose of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Indenture or of modifying in any manner the rights of the
      Holders under this Indenture; provided,
      however,
      that no
      such supplemental indenture shall, without the consent of the Holder of each
      Outstanding Security affected thereby:

     

    (i)  extend
      the fixed Maturity of any Security; or 

     

    (ii)  reduce
      the Principal Amount of
      or
      reduce the interest rate on or extend the stated time for payment of interest,
      including Additional Interest Amounts, if any, on any Security; or

     

    (iii)  reduce
      the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price
      of
      any Security; or

     

    (iv)  after
      the
      occurrence of a Fundamental Change, make any change that adversely affects
      the
      right of Holders of the Securities to require the Company to purchase such
      Securities in accordance with the terms thereof and this Indenture;
      or

     

    (v)  change
      the currency of any payment amount of any Security from U.S. Dollars or shares
      of Common Stock as provided herein; or

     

    (vi)  make
      any
      change that impairs the right of Holders of Securities to convert any Security;
      or

     

    (vii)  make
      any
      change that impairs the right of Holders to institute suit for payment of the
      Securities; or

     

    (viii)  reduce
      the percentage in Principal Amount of the Outstanding Securities, the consent
      of
      whose Holders is required for any such supplemental indenture, or the consent
      of
      whose Holders is required for any waiver (of compliance with certain provisions
      of this Indenture or certain defaults hereunder and their consequences) provided
      for in this Indenture; or

     

    (ix)  change
      the ranking of the notes in any manner that adversely affects the rights of
      Holders of Securities under this Indenture;

     

    (x)  modify
      the obligation of the Company to maintain an agency in The City of New York
      as
      required under this Indenture; or

     

    (xi)  modify
      any of the provisions of this Section or Section
      5.13,
      except
      to increase any such percentage or to provide that certain other provisions
      of
      this Indenture cannot be modified or waived without the consent of the Holder
      of
      each Outstanding Security affected thereby.

     

    (b)  The
      Holders of not less than a majority in aggregate Principal Amount of the
      Outstanding Securities may, on behalf of the Holders of all of the Securities,
      waive any past default and its consequences under this Indenture, except a
      default (i) in the payment of the Principal Amount of or any interest, including
      Additional Interest Amounts, if any, on or with respect to the Securities or
      (ii) in respect of a covenant or provision that cannot be modified without
      the
      consent of the Holder of each Security affected thereby as set forth in
clause
      (a) above.

     

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

     

    Section
      9.03  Execution
      Of Supplemental Indentures.
      In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article IX or the modifications thereby of the
      trusts created by this Indenture, the Trustee shall be provided with, and
      (subject to Section
      6.01)
      shall
      be fully protected in relying upon, in addition to the documents required by
      Section
      1.02,
      an
      Opinion of Counsel stating that the execution of such supplemental indenture
      is
      authorized or permitted by this Indenture. Subject to the preceding sentence,
      the Trustee shall sign such supplemental indenture if the same does not affect
      the Trustee’s own rights, duties or immunities under this Indenture or
      otherwise. The Trustee may, but shall not be obligated to, enter into any such
      supplemental indenture which affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise.

     

    Section
      9.04  Effect
      Of Supplemental Indentures.
      Upon the
      execution of any supplemental indenture under this Article IX, this Indenture
      shall be modified in accordance therewith, and such supplemental indenture
      shall
      form a part of this Indenture for all purposes; and every Holder of Securities
      theretofore or thereafter authenticated and delivered hereunder shall be bound
      thereby.

     

    Section
      9.05  Conformity
      With Trust Indenture Act.
      Every
      supplemental indenture executed pursuant to this Article IX shall conform to
      the
      requirements of the Trust Indenture Act.

     

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

     

     

    ARTICLE
      X  

     

    COVENANTS

     

    Section
      10.01  Payments.
      The
      Company shall duly and punctually make all payments in respect of the Securities
      and this Indenture in accordance with the terms of the Securities and this
      Indenture. The Company shall, to the fullest extent permitted by law, pay
      interest on overdue payments of Principal Amount, plus accrued but unpaid
      interest, including Additional Interest Amounts, if any, Redemption Price,
      Repurchase Price and Fundamental Change Repurchase Price at the rate of 1%
      per
      annum from the required payment date of such overdue payment. 

     

    Any
      payments made or due pursuant to this Indenture shall be considered paid on
      the
      applicable date due if by 10:00 a.m., New York City time, on such date the
      Paying Agent holds, in accordance with this Indenture, cash sufficient to pay
      all such amounts then due. Payment of the principal of and interest, including
      Additional Interest Amounts, if any, on the Securities shall be in such coin
      or
      currency of the United States of America as at the time of payment is legal
      tender for payment of public and private debts.

     

    Section
      10.02  Maintenance
      Of Office Or Agency.
      The
      Company shall maintain in the Borough of Manhattan, The City of New York, an
      office or agency where Securities may be presented or surrendered for payment,
      where Securities may be surrendered for registration of transfer, exchange,
      repurchase or conversion and where notices and demands pursuant to this
Section
      10.02
      to or
      upon the Company in respect of the Securities and this Indenture may be served,
      which shall initially be the Corporate Trust Office of the Trustee. The Company
      shall give prompt written notice to the Trustee of the location, and any change
      in the location, of such office or agency. If at any time the Company shall
      fail
      to maintain any such required office or agency or shall fail to furnish the
      Trustee with the address thereof, such presentations, surrenders, notices and
      demands may be made or served at the Corporate Trust Office of the Trustee,
      and
      the Company hereby appoints the Trustee as its agent to receive all such
      presentations, surrenders, notices and demands. 

     

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

     

    Section
      10.03  Money
      For Security Payments To Be Held In Trust.
      If the
      Company shall at any time act as its own Paying Agent, it shall, on or before
      each due date of any payment in respect of any of the Securities, segregate
      and
      hold in trust for the benefit of the Persons entitled thereto a sum sufficient
      to make the payment so becoming due until such sums shall be paid to such
      Persons or otherwise disposed of as herein provided and shall promptly notify
      the Trustee of its action or failure so to act.

     

    Whenever
      the Company shall have one or more Paying Agents, it will, on or prior to each
      due date of any payment in respect of any Securities, deposit with a Paying
      Agent a sum sufficient to pay such amount, such sum to be held as provided
      by
      the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
      Company will promptly notify the Trustee of its action or failure so to
      act.

     

    The
      Company shall cause each Paying Agent other than the Trustee to execute and
      deliver to the Trustee an instrument in which such Paying Agent shall agree
      with
      the Trustee, subject to the provisions of this Section, that such Paying Agent
      will (i) comply with the provisions of the Trust Indenture Act applicable to
      it
      as a Paying Agent and (ii) during the continuance of any default by the Company
      (or any other obligor upon the Securities) in the making of any payment in
      respect of the Securities, upon the written request of the Trustee, forthwith
      pay to the Trustee all sums held in trust by such Paying Agent as
      such.

     

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

     

    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company,
      in
      trust for the making of payments in respect of any Security and remaining
      unclaimed for two years after such payment has become due shall be paid to
      the
      Company on Company Request, or (if then held by the Company) shall be discharged
      from such trust; and the Holder of such Security shall thereafter, as an
      unsecured general creditor, look only to the Company for payment thereof, and
      all liability of the Trustee or such Paying Agent with respect to such trust
      money, and all liability of the Company as trustee thereof, shall thereupon
      cease; provided,
      however,
      that
      the Trustee or such Paying Agent, before being required to make any such
      repayment, may at the expense of the Company cause to be published once, in
      a
      newspaper published in the English language, customarily published on each
      Business Day and of general circulation in The City of New York, notice that
      such money remains unclaimed and that, after a date specified therein, which
      shall not be less than 30 days from the date of such publication, any unclaimed
      balance of such money then remaining shall be repaid to the
      Company.

     

    Section
      10.04  Statement
      By Officers As To Default.
      The
      Company shall deliver to the Trustee, within 90 days after the end of each
      fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the knowledge of the signers thereof
      the
      Company is in Default in the performance and observance of any of the terms,
      provisions and conditions of this Indenture (without regard to any period of
      grace or requirement of notice provided hereunder) and, if the Company shall
      be
      in Default, specifying all such Defaults and the nature and status thereof
      of
      which they may have knowledge.

     

    The
      Company shall deliver to the Trustee, as soon as possible and in any event
      within five days after the Company becomes aware of the occurrence of any Event
      of Default or an event which, with notice or the lapse of time or both, would
      constitute an Event of Default, an Officers’ Certificate setting forth the
      details of such Event of Default or default and the action which the Company
      proposes to take with respect thereto.

     

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

     

    Section
      10.06  Resale
      Of Certain Securities.
      During
      the period beginning on the Issue Date and ending on the date that is two years
      from the Issue Date, the Company shall not resell any Securities which
      constitute “restricted
      securities”
under
      Rule 144 that have been reacquired by any of them. The Trustee shall have no
      responsibility in respect of the Company’s performance of its agreement in the
      preceding sentence.

     

    Section
      10.07  Book-Entry
      System.
      If the
      Securities cease to trade in the Depositary’s book-entry settlement system, the
      Company covenants and agrees that it shall use reasonable efforts to make such
      other book entry arrangements that it determines are reasonable for the
      Securities.

     

    Section
      10.08  Company
      To Furnish Trustee Names And Addresses Of Holders.
      The
      Company will furnish or cause to be furnished to the Trustee:

     

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

     

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

     

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

     

    Section
      10.09  Reports
      By
      Company And Delivery Of Certain Information.
      The
      Company shall file with the Trustee and the Commission, and transmit to Holders,
      such information, documents and other reports, and such summaries thereof,
      as
      may be required pursuant to the Trust Indenture Act at the times and in the
      manner provided pursuant to such Act; provided
      that any
      such information, documents or reports required to be filed with the Commission
      pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
      Trustee within 15 days after the same is so required to be filed with the
      Commission. In the event the Company is not subject to Section 13 or 15(d)
      of
      the Exchange Act, it shall file with the Trustee (i) all quarterly and annual
      financial information that is substantially equivalent to that which would
      be
      required to be contained in a filing with the Commission on Forms 10-Q and
      10-K
      if the Company were required to file such Forms, including a “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations”
section and, with respect to the annual information only, a report thereon
      by
      the Company’s certified independent accountants and (ii) all reports that are
      substantially equivalent to that which would be required to be filed with the
      Commission on Form 8-K if the Company were required to file such reports;
provided
      that in
      each case the delivery of materials to the Trustee by electronic means shall
      be
      deemed to be “filed” with the Trustee for purposes of this Section
      10.09;
      and
provided further
      that so
      long as such filings by the Company are available on the Commission’s Electronic
      Data Gathering, Analysis and Retrieval system (EDGAR), such filings shall be
      deemed to have been “filed” with the Trustee for purposes of this Section
      10.09
      without
      any further action required by the Company. Delivery of such reports,
      information and documents to the Trustee is for informational purposes only
      and
      the Trustee’s receipt of such shall not constitute constructive notice of any
      information contained therein or determinable from information contained
      therein, including the Company’s compliance with any of its covenants hereunder
      (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates). In addition, whether or not required by the rules and regulations
      of the Commission, the Company shall file a copy of all such information with
      the Commission for public availability (unless the Commission will not accept
      such a filing) and make such information available to investors who request
      it
      in writing. So long as any of the Securities remain Outstanding, the Company
      shall make available the information required by Rule 144A(d) under the
      Securities Act to any Holder or any beneficial owner of Securities or holder
      or
      beneficial owner of shares of Common Stock, or to a prospective purchaser of
      any
      such security designated by any such holder, as the case may be, to the extent
      required to permit compliance by such Holder or holder with Rule 144A under
      the
      Securities Act in connection with the resale of any such security. 

     

    Section
      10.10  Additional
      Interest Amounts Under The Registration Rights
      Agreement.
      If at
      any time Additional Interest Amounts become payable by the Company pursuant
      to
      the Registration Rights Agreement, the Company shall promptly deliver to the
      Trustee a certificate to that effect and stating (i) the amount of such
      Additional Interest Amounts that are payable and (ii) the date on which such
      Additional Interest Amounts are payable pursuant to the terms of the
      Registration Rights Agreement. Unless and until a Responsible Officer of the
      Trustee receives such a certificate, the Trustee may assume without inquiry
      that
      no Additional Interest Amounts are payable. If the Company has paid Additional
      Interest Amounts directly to the Persons entitled to such Additional Interest
      Amounts, the Company shall deliver to the Trustee a certificate setting forth
      the particulars of such payment.

     

    Section
      10.11  Information
      For IRS Filings.
      The
      Company shall provide to the Trustee on a timely basis such information and
      documentation as the Trustee may require to enable the Trustee to file any
      form
      required to be submitted by the Trustee on behalf of the Company with the
      Internal Revenue Service and the Holders.

     

    Section
      10.12  Further
      Instruments And Acts.
      Upon
      reasonable request of the Trustee, or as otherwise necessary, the Company will
      execute and deliver such further instruments and do such further acts as may
      be
      reasonably necessary or proper to carry out more effectively the purposes of
      this Indenture.

     

     

    ARTICLE
      XI  

     

    REDEMPTION

     

    Section
      11.01  The
      Company’s
      Right To Redeem; Notice To Trustee.
      Prior to
      May 20, 2013 the Company may not redeem the Securities. On or after May 20,
      2013, the Company, at its option, may redeem the Securities in accordance with
      this Article XI for cash at any time as a whole, or from time to time in part,
      at a redemption price equal to 100% of the Principal Amount of Securities to
      be
      redeemed plus accrued and unpaid interest, including Additional Interest
      Amounts, if any, up to but not including, the Redemption Date (the “Redemption
      Price”).

     

    If
      the
      Company elects to redeem Securities, it shall notify the Trustee in writing
      of
      the Redemption Date, the Principal Amount of Securities to be redeemed and
      the
      Redemption Price. The Company shall give this notice to the Trustee by a Company
      Order at least 35 days before the Redemption Date (unless a shorter notice
      shall
      be satisfactory to the Trustee).

     

    Section
      11.02  Selection
      Of Securities To Be Redeemed.
      If fewer
      than all of the outstanding Securities are to be redeemed, unless the procedures
      of the Depositary provide otherwise, the Trustee shall select the Securities
      to
      be redeemed by lot, pro rata or by some other method. The Trustee shall make
      the
      selection within five Business Days after it receives the notice provided for
      in
Section
      11.01
      from
      outstanding Securities not previously called for redemption.

     

    Securities
      and portions of Securities that the Trustee selects shall be in Principal
      Amounts of $1,000 or an integral multiple of $1,000. Provisions of this
      Indenture that apply to Securities called for redemption also apply to portions
      of Securities called for redemption. The Trustee shall notify the Company
      promptly of the Securities or portions of the Securities to be
      redeemed.

     

    Securities
      and portions of Securities that are to be redeemed are convertible by the Holder
      until 5:00 p.m., New York City time, on the Business Day immediately preceding
      the Redemption Date. If any Security selected for partial redemption is
      converted in part before termination of the conversion right with respect to
      the
      portion of the Security so selected, the converted portion of such Security
      shall be deemed (so far as may be) to be the portion selected for redemption.
      Securities which have been converted during a selection of Securities to be
      redeemed may be treated by the Trustee as outstanding for the purpose of such
      selection.

     

    Section
      11.03  Notice
      Of
      Redemption.
      At least
      30 days but not more than 60 days before a Redemption Date, the Company shall
      mail a notice of redemption by first class mail, postage prepaid, to each Holder
      of Securities to be redeemed.

     

    The
      notice of redemption shall identify the Securities to be redeemed and shall
      state:

     

    (a)  the
      Redemption Date;

     

    (b)  the
      Redemption Price;

     

    (c)  the
      then
      current Conversion Rate and the related Observation Period
      for
      conversion of Securities;

     

    (d)  the
      name
      and address of the Paying Agent and Conversion Agent;

     

    (e)  that
      Securities called for redemption may be converted at any time prior to 5:00
      p.m., New York City time, on the Business Day preceding the Redemption
      Date;

     

    (f)  that
      Holders who want to convert their Securities must satisfy the requirements
      set
      forth in Article XIV;

     

    (g)  that
      Securities called for redemption must be surrendered to the Paying Agent to
      collect the Redemption Price;

     

    (h)  in
      the
      case of any Security redeemed in part, that the Holder of such Security will
      receive a new Security or Securities, of authorized denominations for the
      Principal Amount thereof remaining unredeemed; 

     

    (i)  if
      fewer
      than all of the outstanding Securities are to be redeemed, the certificate
      numbers, if any, and Principal Amounts of the particular Securities to be
      redeemed;

     

    (j)  that,
      unless the Company defaults in making payment of such Redemption Price, any
      interest (including Additional Interest Amounts, if any) on Securities called
      for redemption will cease to accrue on and after the Redemption
      Date;

     

    (k)  the
      CUSIP
      number(s) of the Securities; and

     

    (l)  any
      other
      information the Company wants to present.

     

    At
      the
      Company’s request, the Trustee shall give the notice of redemption in the
      Company’s name and at the Company’s expense; provided,
      however,
      that
      the Company makes such request at least five Business Days (unless a shorter
      period shall be satisfactory to the Trustee) prior to the date by which such
      notice of redemption must be given to Holders in accordance with this
Section
      11.03;
      provided,
      further,
      that
      the text of the notice of redemption shall be prepared by the
      Company.

     

    Section
      11.04  Effect
      Of Notice Of Redemption.
      Once
      notice of redemption is given, Securities called for redemption become due
      and
      payable on the Redemption Date and at the Redemption Price, except for
      Securities which are converted in accordance with the terms of this Indenture.
      Upon surrender to the Paying Agent, such redeemed Securities shall be paid
      at
      the Redemption Price.

     

    Section
      11.05  Deposit
      Of Redemption Price.
      Prior to
      10:00 a.m., New York City time, on the applicable Redemption Date, the Company
      shall deposit with the Paying Agent (or if the Company or a Subsidiary or an
      Affiliate of any of them is acting as the Paying Agent, shall segregate and
      hold
      in trust as provided in Section
      10.03)
      an
      amount of cash (in immediately available funds if deposited on the Redemption
      Date) sufficient to pay the aggregate Redemption Price of all Securities or
      portions thereof which are to be redeemed as of such Redemption Date other
      than
      Securities or portions of Securities called for redemption which on or prior
      thereto have been delivered by the Company to the Trustee for cancellation
      or
      have been converted.

     

    If
      the
      Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New
      York
      City time, on the applicable Redemption Date, cash sufficient to pay the
      Redemption Price of any Securities for which notice of redemption has been
      given, then, on such Redemption Date, such Securities will cease to be
      outstanding and interest (including Additional Interest Amounts, if any), on
      such Securities will cease to accrue, whether or not such Securities are
      delivered to the Paying Agent, and the rights of the Holders in respect thereof
      shall terminate (other than the right to receive the Redemption Price upon
      delivery of such Securities).

     

    Section
      11.06  Securities
      Redeemed In Part.
      Any
      Physical Security which is to be redeemed only in part shall be surrendered
      at
      the office of the Paying Agent and the Company shall execute and the Trustee
      shall authenticate and deliver to the Holder of such Security, without charge,
      a
      new Security or Securities, of any authorized denomination as requested by
      such
      Holder in aggregate Principal Amount equal to the unredeemed portion of the
      Security surrendered.

     

    Section
      11.07  Repayment
      To The Company.
      To the
      extent that the aggregate amount of cash deposited by the Company pursuant
      to
Section
      11.05
      exceeds
      the aggregate Redemption Price of the Securities or portions thereof which
      the
      Company is redeeming as of the Redemption Date, then, promptly after the
      Redemption Date, the Paying Agent shall return any such excess to the Company.
      

     

    Section
      11.08  Other
      Repurchases.
      The
      Company may, from time to time, at its option (and nothing contained in this
      Indenture shall limit the Company’s right to), repurchase the Securities in open
      market purchases or negotiated transactions, without any prior notice to any
      Holders, provided
      that in
      exercising its right under this Section
      11.08,
      the
      Company complies with all applicable federal and state securities
      laws.

     

     

    ARTICLE
      XII  

     

    REPURCHASE
      OF SECURITIES AT THE OPTION OF HOLDERS
      ON SPECIFIC DATES

     

    Section
      12.01  Repurchase
      Of Securities At The Option Of Holders
      On Specific Dates.

     

    (a)  Securities
      shall be repurchased by the Company for cash, at the option of the Holder
      thereof, on May
      15,
      2013, May 15, 2016 and May 15, 2021 (each, a “Repurchase
      Date”)
      at a
      price equal to 100% of the Principal Amount of those Securities plus accrued
      but
      unpaid interest, including Additional Interest Amounts, if any, to, but
      excluding, the Repurchase Date (the “Repurchase
      Price”),
      subject to satisfaction by or on behalf of the Holder of the requirements set
      forth in Section
      12.01(c). 

     

    (b)  No
      later
      than 20 Business Days prior to a Repurchase Date, the Company shall mail a
      written notice of the repurchase right by first class mail to the Trustee and
      to
      each Holder, at their addresses shown in the register of the Registrar (and
      to
      beneficial owners as required by applicable law). The notice shall include
      a
      form of Repurchase Notice to be completed by the Holder and shall briefly state,
      as applicable:

     

    (i)  the
      date
      by which the Repurchase Notice must be delivered to the Paying Agent in order
      for a Holder to exercise the repurchase right;

     

    (ii)  the
      Repurchase Date;

     

    (iii)  the
      Repurchase Price;

     

    (iv)  the
      name
      and address of the Paying Agent and the Conversion Agent;

     

    (v)  the
      conversion rights, if any, of the Securities;

     

    (vi)  the
      Conversion Rate and any adjustments thereto;

     

    (vii)  that
      the
      Securities as to which a Repurchase Notice has been given may be converted
      if
      they are otherwise convertible pursuant to Article
      XIV hereof only if the Repurchase Notice has been withdrawn in accordance with
      the terms of this Indenture;

     

    (viii)  the
      procedures for withdrawing a Repurchase Notice;

     

    (ix)  that
      the
      Securities must be surrendered to the Paying Agent to collect
      payment;

     

    (x)  that
      the
      Repurchase Price for any Security as to which a Repurchase Notice has been
      duly
      given and not withdrawn will be paid promptly following the later of the
      Repurchase Date and the time of surrender of such Security;

     

    (xi)  the
      procedures the Holder must follow to exercise its repurchase right under this
      Section
      12.01;

     

    (xii)  that,
      unless the Company defaults in making payment of such Repurchase Price, any
      interest, including Additional Interest Amounts, if any, on Securities
      surrendered for repurchase by the Company will cease to accrue on and after
      the
      Repurchase Date; and

     

    (xiii)  the
      CUSIP
      number(s) of the Securities.

     

    At
      the
      Company’s request, the Trustee shall give the notice of repurchase right in the
      Company’s name and at the Company’s expense; provided,
      however,
      that
      the Company makes such request at least three Business Days (unless a shorter
      period shall be satisfactory to the Trustee) prior to the date by which such
      notice of repurchase right must be given to the Holder in accordance with this
      Section
      12.01(b);
      provided,
      further,
      that
      the text of the notice of repurchase right shall be prepared by the
      Company.

     

    (c)  A
      Holder
      may exercise its right specified in Section
      12.01(a)
      upon
      delivery of a written notice of repurchase (a “Repurchase
      Notice”)
      to the
      Paying Agent at any time during the period beginning at 9:00 a.m., New York
      City
      time, on the date that is 20 Business Days immediately preceding the Repurchase
      Date until 5:00 p.m., New York City time, on the Repurchase Date,
      stating:

     

    (i)  the
      certificate number of the Security which the Holder will deliver to be
      repurchased or the appropriate Depositary procedures if Physical Securities
      have
      not been issued;

     

    (ii)  the
      portion of the Principal Amount of the Security which the Holder will deliver
      to
      be repurchased, which portion must be in Principal Amounts of $1,000 or an
      integral multiple of $1,000; and

     

    (iii)  that
      such
      Security shall be repurchased by the Company as of the Repurchase Date pursuant
      to the terms and conditions specified in the Securities and in this
      Indenture.

     

    The
      delivery of such Security to the Paying Agent with, or at any time after
      delivery of, the Repurchase Notice (together with all necessary endorsements)
      at
      the offices of the Paying Agent shall be a condition to the receipt by the
      Holder of the Repurchase Price therefor; provided,
      however,
      that
      such Repurchase Price shall be so paid pursuant to this Section
      12.01
      only if
      the Security so delivered to the Paying Agent shall conform in all respects
      to
      the description thereof in the related Repurchase Notice.

     

    The
      Company shall repurchase from the Holder thereof, pursuant to this Section
      12.01,
      a
      portion of a Security, so long as the Principal Amount of such portion is $1,000
      or an integral multiple of $1,000. Provisions of this Indenture that apply
      to
      the repurchase of all of a Security also apply to the repurchase of such portion
      of such Security.

     

    Any
      repurchase by the Company contemplated pursuant to the provisions of this
Section
      12.01
      shall be
      consummated by the delivery of the consideration to be received by the Holder
      promptly following the later of the Repurchase Date and the time of delivery
      of
      the Security.

     

    Notwithstanding
      anything contained herein to the contrary, any Holder delivering to the Paying
      Agent the Repurchase Notice contemplated by this Section
      12.01(c)
      shall
      have the right to withdraw such Repurchase Notice at any applicable time prior
      to 5:00 p.m., New York City time, on the Repurchase Date by delivery of a
      written notice of withdrawal to the Paying Agent in accordance with Section
      12.02.

     

    The
      Paying Agent shall promptly notify the Company of the receipt by it of any
      Repurchase Notice or written notice of withdrawal thereof.

     

    Section
      12.02  Effect
      Of
      Repurchase Notice. Upon
      receipt
      by the Paying Agent of the Repurchase Notice specified in Section
      12.01(c),
      the
      Holder of the Security in respect of which such Repurchase Notice was given
      shall (unless such Repurchase Notice is withdrawn as specified in the following
      paragraph) thereafter be entitled to receive solely the Repurchase Price with
      respect to such Security. Such Repurchase Price shall be paid to such Holder,
      subject to receipt of cash by the Paying Agent, promptly following the later
      of
      (a) the Repurchase Date with respect to such Security (provided the conditions
      in Section
      12.01(c)
      have
      been satisfied) and (b) the time of delivery of such Security to the Paying
      Agent by the Holder thereof in the manner required by Section
      12.01(c).
      Securities in respect of which a Repurchase Notice has been given by the Holder
      thereof may not be converted pursuant to Article XIV hereof on or after the
      date
      of the delivery of such Repurchase Notice unless such Repurchase Notice has
      first been validly withdrawn as specified in the following paragraph.


     

    A
      Repurchase Notice may be withdrawn by means of a written notice of withdrawal
      delivered to the office of the Paying Agent in accordance with the Repurchase
      Notice at any time prior to 5:00 p.m., New York City time, on the Repurchase
      Date, specifying:

     

    (a)  the
      certificate number, if any, or the appropriate Depositary procedures, if
      applicable, of the Security in respect of which such notice of withdrawal is
      being submitted;

     

    (b)  the
      Principal Amount of the Security with respect to which such notice of withdrawal
      is being submitted; and

     

    (c)  the
      Principal Amount, if any, of such Security which remains subject to the original
      Repurchase Notice and which has been or will be delivered for repurchase by
      the
      Company.

     

    There
      shall be no purchase of any Securities pursuant to Section
      12.01
      if there
      has occurred (prior to, on or after, as the case may be, the giving, by the
      Holders of such Securities, of the required Repurchase Notice) and is continuing
      an Event of Default (other than a default in the payment of the Repurchase
      Price
      with respect to such Securities). The Paying Agent will promptly return to
      the
      respective Holders any Securities (x) with respect to which a Repurchase Notice
      has been withdrawn in compliance with this Indenture, or (y) held by it during
      the continuance of an Event of Default (other than a default in the payment
      of
      the Repurchase Price with respect to such Securities) in which case, upon such
      return, the Repurchase Notice with respect thereto shall be deemed to have
      been
      withdrawn.

     

    Section
      12.03  Deposit
      Of Repurchase Price.
      Prior to
      10:00 a.m., New York City time, on the first Business Day after the Repurchase
      Date, the Company shall deposit with the Paying Agent (or if the Company or
      a
      Subsidiary or an Affiliate of any of them is acting as the Paying Agent, shall
      segregate and hold in trust as provided in Section
      10.03)
      an
      amount of cash (in immediately available funds if deposited on such Business
      Day) sufficient to pay the aggregate Repurchase Price of all the Securities
      or
      portions thereof which are to be repurchased on such Repurchase
      Date.

     

    If
      the
      Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New
      York
      City time, on the first Business Day after the Repurchase Date, cash sufficient
      to pay the Repurchase Price of any Securities for which a Repurchase Notice
      has
      been tendered and not withdrawn pursuant to Section
      12.02,
      then,
      immediately after the Repurchase Date, such Securities will cease to be
      outstanding and any interest, including Additional Interest Amounts, if any,
      on
      such Securities will cease to accrue, whether or not such Securities are
      delivered to the Paying Agent, and the rights of the Holders in respect thereof
      shall terminate (other than the right to receive the Repurchase Price upon
      delivery of such Securities).

     

    Section
      12.04  Securities
      Repurchased In Part.
      Any
      Physical Security which is to be repurchased only in part shall be surrendered
      at the office of the Paying Agent (with, if the Company or the Trustee so
      requires, due endorsement by, or a written instrument of transfer in form
      satisfactory to the Company and the Trustee duly executed by, the Holder thereof
      or such Holder’s attorney duly authorized in writing) and the Company shall
      execute and the Trustee shall authenticate and deliver to the Holder of such
      Security, without charge, a new Security or Securities, of any authorized
      denomination as requested by such Holder in aggregate Principal Amount equal
      to,
      and in exchange for, the portion of the Principal Amount of the Security so
      surrendered which is not repurchased.

     

    Section
      12.05  Covenant
      To Comply With Securities Laws Upon Repurchase Of
      Securities.
      When
      complying with the provisions of Section
      12.01
      hereof
      (provided
      that
      such offer or purchase constitutes an “issuer tender offer” for purposes of Rule
      13e-4 (which term, as used herein, includes any successor provision thereto)
      under the Exchange Act at the time of such offer or purchase), and subject
      to
      any exemptions available under applicable law, the Company shall:

     

    (a)  comply
      with Rule 13e-4
      and
      Rule 14e-1 (or any successor provision) under the Exchange Act, as
      applicable;

     

    (b)  file
      the
      related Schedule TO (or any successor schedule, form or report) under the
      Exchange Act, as applicable; and

     

    (c)  otherwise
      comply with all federal and state securities laws so as to permit the rights
      and
      obligations under this Article XII to be exercised in the time and in the manner
      specified herein.

     

    To
      the
      extent that the provisions of any securities laws or regulations conflict with
      the provisions of this Article XII, the Company’s compliance with such laws and
      regulations shall not in and of itself cause a breach of its obligations under
      this Article XII.

     

    Section
      12.06  Repayment
      To
      The Company.
      The
      Paying Agent shall return to the Company any cash that remains unclaimed for
      two
      years, together with interest thereon, held by it for the payment of the
      Repurchase Price; provided,
      however,
      to the
      extent that the aggregate amount of cash deposited by the Company pursuant
      to
Section
      12.03
      exceeds
      the aggregate Repurchase Price of the Securities or portions thereof which
      the
      Company is obligated to repurchase on the Repurchase Date, then, promptly after
      the Repurchase Date, the Paying Agent shall return any such excess to the
      Company.

     

     

    ARTICLE
      XIII  

     

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

     

    Section
      13.01  Repurchase
      Of Securities At Option Of The Holder Upon A Fundamental
      Change.

     

    (a)  General.
      If at
      any time prior to the Stated Maturity there shall have occurred a Fundamental
      Change, Securities shall be purchased for cash by the Company, at the option
      of
      the Holder, in whole or in part, as of the date that is 30 days after the date
      of the mailing of the Fundamental Change Company Notice under Section
      13.01(b)
      (the
“Fundamental
      Change Repurchase Date”)
      at a
      purchase price equal to the Principal Amount of the Securities to be purchased
      plus accrued but unpaid interest (including Additional Interest Amounts, if
      any), to, but excluding, the Fundamental Change Repurchase Date (the
“Fundamental
      Change Repurchase Price”),
      subject to satisfaction by or on behalf of any Holder of the requirements set
      forth in Section
      13.01(c).

     

    “Fundamental
      Change”
will
      be
      deemed to have occurred upon a Change of Control or a Termination of Trading.
      ‘‘Termination
      of Trading’’
shall
      be deemed to have occurred if the Common Stock is (i) neither listed for
      trading on a U.S. national or regional securities market nor approved for
      quotation on The Nasdaq National Market or any similar United States system
      of
      automated dissemination of quotations of securities prices, and no other
      American Depository Shares or similar instruments for such Common Stock or
      common stock are listed or approved for listing in the United States or (ii)
      suspended from trading for 20 consecutive Business Days. A “Change
      of Control”
shall
      be deemed to have occurred at the time after the Securities are originally
      issued that any of the following occurs:

     

    (i)  a
      “person”
      or “group” within the meaning of Section 13(d) of the Exchange Act, other than
      the Company, any Subsidiary of the Company or any employee benefit plan of
      the
      Company or any such Subsidiary, files a Schedule TO or any schedule, form or
      report under the Exchange Act disclosing that such person or group has become
      the direct or indirect ultimate “Beneficial
      Owner,”
as
      defined in Rule 13d-3 under the Exchange Act, of Common Equity of the Company
      representing more than 50% of the voting power of the Company’s Common
      Equity;

     

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

     

    (iii)  Continuing
      Directors cease to constitute at least a majority of the Company’s Board of
      Directors; or

     

    (iv)  the
      stockholders of the Company approve any plan or proposal for the liquidation
      or
      dissolution of the Company.

     

    A
      Change
      of Control will not be deemed to have occurred, however, if at least 90% of
      the
      consideration, excluding cash payments for fractional shares, in the transaction
      or transactions constituting the Fundamental Change consists of shares of common
      stock or American Depositary Shares that are traded or listed on, or immediately
      after the transaction or event will be traded or listed on a U.S. national
      or
      regional securities exchange or The Nasdaq National Market.

     

    (b)  Notice
      of Fundamental Change.
      Within
      30 days after the occurrence of a Fundamental Change, the Company shall mail
      a
      written notice of Fundamental Change (the “Fundamental
      Change Company Notice”)
      by
      first-class mail to the Trustee and to each Holder (and to beneficial owners
      as
      required by applicable law). The notice shall include a form of Fundamental
      Change Repurchase Notice to be completed by the Holder and shall
      state:

     

    (i)  the
      events causing a Fundamental Change and the date of such Fundamental
      Change;

     

    (ii)  that
      the
      Holder has a right to require the Company to repurchase the Holder’s
      Securities;

     

    (iii)  the
      date
      by which the Fundamental Change Repurchase Notice pursuant to this Section
      13.01
      must be
      delivered to the Paying Agent in order for a Holder to exercise the Fundamental
      Change repurchase right;

     

    (iv)  the
      Fundamental Change Repurchase Date; 

     

    (v)  the
      Fundamental Change Repurchase Price; 

     

    (vi)  the
      name
      and address of the Paying Agent and the Conversion Agent; 

     

    (vii)  the
      conversion rights, if any, of the Securities;

     

    (viii)  the
      Conversion Price applicable on the Fundamental Change Company Notice Date;
      

     

    (ix)  that
      Securities as to which a Fundamental Change Repurchase Notice has been given
      may
      be converted pursuant to Article XIV hereof only if the Fundamental Change
      Repurchase Notice has been withdrawn in accordance with the terms of this
      Indenture; 

     

    (x)  that
      Securities must be surrendered to the Paying Agent for cancellation to collect
      payment; 

     

    (xi)  that
      the
      Fundamental Change Repurchase Price for any Security as to which a Fundamental
      Change Repurchase Notice has been duly given and not withdrawn will be paid
      promptly following the later of the Fundamental Change Repurchase Date and
      the
      time of surrender of such Security as described in (ix); 

     

    (xii)  the
      procedures the Holder must follow to exercise rights under this Section
      13.01;
      

     

    (xiii)  the
      procedures for withdrawing a Fundamental Change Repurchase Notice;
      and

     

    (xiv)  the
      CUSIP
      number of the Securities. 

     

    At
      the
      Company’s request, the Trustee shall give such Fundamental Change Company Notice
      in the Company’s name and at the Company’s expense; provided,
      however,
      that,
      in all cases, the text of such Fundamental Change Company Notice shall be
      prepared by the Company.

     

    (c)  Fundamental
      Change Repurchase Notice.
      A
      Holder may exercise its right specified in Section
      13.01(a)
      upon
      delivery of a written notice of repurchase (a “Fundamental
      Change Repurchase Notice”),
      substantially in the form of Exhibit
      B
      hereto,
      at any time from the opening of business on the date of the Fundamental Change
      Company Notice until the close of business on the Fundamental Change Repurchase
      Date, stating:

     

    (i)  the
      certificate number of the Security which the Holder will deliver to be
      repurchased or the appropriate Depositary procedures if Physical Securities
      have
      not been issued;

     

    (ii)  the
      portion of the Principal Amount of the Security which the Holder will deliver
      to
      be repurchased, which portion must be in a Principal Amount of $1,000 or an
      integral multiple thereof; and

     

    (iii)  that
      such
      Security shall be repurchased with respect to the Fundamental Change Repurchase
      Date pursuant to the terms and conditions specified in the Securities and in
      this Indenture.

     

    The
      delivery of such Security to the Paying Agent with, or at any time after
      delivery of, the Fundamental Change Repurchase Notice (together with all
      necessary endorsements) at the offices of the Paying Agent shall be a condition
      to the receipt by the Holder of the Fundamental Change Repurchase Price
      therefor; provided,
      however,
      that
      such Fundamental Change Repurchase Price shall be so paid pursuant to this
      Section
      13.01
      only if
      the Security so delivered to the Paying Agent shall conform in all respects
      to
      the description thereof set forth in the related Fundamental Change Repurchase
      Notice.

     

    The
      Company shall repurchase from the Holder thereof, pursuant to this Section
      13.01,
      a
      portion of a Security, so long as the Principal Amount of such portion is $1,000
      or an integral multiple thereof. Provisions of this Indenture that apply to
      the
      repurchase of all of a Security also apply to the repurchase of such portion
      of
      such Security.

     

    Any
      repurchase by the Company contemplated pursuant to the provisions of this
Section
      13.01
      shall be
      consummated by the delivery of the Fundamental Change Repurchase Price to be
      received by the Holder promptly following the later of the Fundamental Change
      Repurchase Date and the time of delivery of the Security; provided,
      however,
      that
      if the Fundamental Change Repurchase Notice is delivered after a date which
      is
      two (2) Business Days prior to the Fundamental Change Repurchase Date, such
      payment may be made as promptly after such Fundamental Change Repurchase Date
      as
      is practicable.

     

    Notwithstanding
      anything contained herein to the contrary, any Holder delivering to the Paying
      Agent the Fundamental Change Repurchase Notice contemplated by this Section
      13.01(c)
      shall
      have the right to withdraw such Fundamental Change Repurchase Notice at any
      time
      prior to the close of business on the Fundamental Change Repurchase Date by
      delivery of a written notice of withdrawal to the Paying Agent in accordance
      with Section
      13.03.

     

    The
      Paying Agent shall promptly notify the Company of the receipt by it of any
      Fundamental Change Repurchase Notice or written notice of withdrawal
      thereof.

     

    Section
      13.02  Effect
      Of Fundamental Change Repurchase Notice.
      Upon
      receipt by the Paying Agent of the Fundamental Change Repurchase Notice
      specified in Section
      13.01(c),
      the
      Holder of the Security in respect of which such Fundamental Change Repurchase
      Notice was given shall (unless such Fundamental Change Repurchase Notice is
      withdrawn as specified in the following two paragraphs) thereafter be entitled
      to receive solely the Fundamental Change Repurchase Price with respect to such
      Security. Such Fundamental Change Repurchase Price shall be paid to such Holder,
      subject to receipt of funds and/or securities by the Paying Agent, promptly
      following the later of (x) the Fundamental Change Repurchase Date with respect
      to such Security (provided the conditions in Section
      13.01(c)
      have
      been satisfied) and (y) the time of delivery of such Security to the Paying
      Agent by the Holder thereof in the manner required by Section
      13.01(c).
      Securities in respect of which a Fundamental Change Repurchase Notice has been
      given by the Holder thereof may not be converted pursuant to Article XIV hereof
      on or after the date of the delivery of such Fundamental Change Repurchase
      Notice unless such Fundamental Change Repurchase Notice has first been validly
      withdrawn as specified in the following two paragraphs.

     

    A
      Fundamental Change Repurchase Notice may be withdrawn by means of a written
      notice of withdrawal delivered to the office of the Paying Agent in accordance
      with the procedures set forth in the Fundamental Change Company Notice at any
      time prior to the close of business on the Fundamental Change Repurchase Date
      specifying:

     

    (i)  the
      certificate number, if any, or the appropriate Depositary procedures, if
      applicable, of the Security in respect of which such notice of withdrawal is
      being submitted;

     

    (ii)  the
      Principal Amount of the Security with respect to which such notice of withdrawal
      is being submitted; and

     

    (iii)  the
      Principal Amount, if any, of such Security which remains subject to the original
      Fundamental Change Repurchase Notice and which has been or will be delivered
      for
      repurchase by the Company.

     

    There
      shall be no purchase of any Securities pursuant to Section
      13.01
      if there
      has occurred (prior to, on or after, as the case may be, the giving, by the
      Holders of such Securities, of the required Fundamental Change Repurchase
      Notice) and is continuing an Event of Default (other than a default in the
      payment of the Fundamental Change Repurchase Price with respect to such
      Securities). The Paying Agent will promptly return to the respective Holders
      any
      Securities (x) with respect to which a Fundamental Change Repurchase Notice
      has
      been withdrawn in compliance with this Indenture, or (y) held by it during
      the
      continuance of an Event of Default (other than a default in the payment of
      the
      Fundamental Change Repurchase Price with respect to such Securities) in which
      case, upon such return, the Fundamental Change Repurchase Notice with respect
      thereto shall be deemed to have been withdrawn.

     

    Section
      13.03  Deposit
      Of Fundamental Change Repurchase Price.
      Prior to
      10:00 a.m. (New York City time) on the Business Day following the Fundamental
      Change Repurchase Date, the Company shall deposit with the Trustee or with
      the
      Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them
      is acting as the Paying Agent, shall segregate and hold in trust as provided
      herein) an amount of cash (in immediately available funds if deposited on such
      Business Day) sufficient to pay the aggregate Fundamental Change Repurchase
      Price of all the Securities or portions thereof which are to be repurchased
      on
      such Fundamental Change Repurchase Date.

     

    If
      the
      Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m. (New
      York
      City time) on the Business Day immediately following the applicable Fundamental
      Change Repurchase Date, cash sufficient to pay the Fundamental Change Repurchase
      Price of any Securities for which a Fundamental Change Repurchase Notice has
      been tendered and not withdrawn pursuant to Section
      13.02,
      then,
      immediately after such Fundamental Change Repurchase Date, such Securities
      will
      cease to be outstanding, and the rights of the Holders in respect thereof shall
      terminate (other than the right to receive the Fundamental Change Repurchase
      Price upon delivery of such Securities).

     

    Section
      13.04  Securities
      Repurchased In Part.
      Any
      Security which is to be repurchased only in part shall be surrendered at the
      office of the Paying Agent (with, if the Company or the Trustee so requires,
      due
      endorsement by, or a written instrument of transfer in form satisfactory to
      the
      Company and the Trustee duly executed by, the Holder thereof or such Holder’s
      attorney duly authorized in writing) and the Company shall execute and the
      Trustee shall authenticate and deliver to the Holder of such Security, without
      service charge, a new Security or Securities, of any authorized denomination
      as
      requested by such Holder in aggregate Principal Amount equal to, and in exchange
      for, the portion of the Principal Amount of the Security so surrendered which
      is
      not purchased.

     

    Section
      13.05  Covenant
      To Comply With Securities Laws Upon Repurchase Of
      Securities.
      In
      connection with any offer to repurchase Securities under Section
      13.01
      hereof
      (provided
      that
      such offer or repurchase constitutes an “issuer tender offer” for purposes of
      Rule 13e-4 (which term, as used herein, includes any successor provision
      thereto) under the Exchange Act at the time of such offer or purchase), and
      subject to any exemptions under applicable law, the Company shall (i) comply
      with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange
      Act, (ii) file the related Schedule TO (or any successor schedule, form or
      report) under the Exchange Act, and (iii) otherwise comply with all Federal
      and
      state securities laws so as to permit the rights and obligations under
Section
      13.02
      to be
      exercised in the time and in the manner specified in Section
      13.02.

     

    To
      the
      extent that the provisions of any securities laws or regulations conflict with
      the provisions of this Article XIII, the Company’s compliance with such laws and
      regulations including the extension of the payment or notice periods
      contemplated by this Article, shall not in and of itself cause a breach of
      their
      obligations under this Article XIII.

     

    Section
      13.06  Repayment
      To The Company.
      The
      Trustee and the Paying Agent shall return to the Company any cash that remain
      unclaimed, together with interest, if any, thereon, held by them for the payment
      of the Fundamental Change Repurchase Price; provided,
      however,
      that to
      the extent that the aggregate amount of cash deposited by the Company pursuant
      to Section
      13.03
      exceeds
      the aggregate Fundamental Change Repurchase Price of the Securities or portions
      thereof which the Company is obligated to purchase as of the Fundamental Change
      Repurchase Date then the Trustee or the Paying Agent, as the case may be, shall
      return any such excess to the Company.

     

     

    ARTICLE
      XIV  

     

    CONVERSION

     

    Section
      14.01  Right
      To Convert.

     

    (a)  Subject
      to and upon compliance with the provisions of this Indenture, each Holder shall
      have the right, at such Holder’s
      option, at any time following the Issue Date of the Securities hereunder through
      the close of business on the Stated Maturity to convert the Principal Amount
      of
      any such Securities, or any portion of such Principal Amount which is $1,000
      or
      an integral multiple thereof at the Conversion Price then in effect: 

     

    (i)  during
      any fiscal quarter (and only during such fiscal quarter) commencing after June
      30, 2006, if the Closing Sale Price of the Common Stock is greater than or
      equal
      to 130% of the Conversion Price for at least 20 Trading Days during the period
      of the 30 consecutive Trading Days ending on,
      and
      including, the last Trading Day of the preceding fiscal quarter; 

     

    (ii)  prior
      to
      April 15, 2026 during the five Business Day period immediately following a
      five
      consecutive Trading Day period (the “Measurement
      Period”)
      in
      which the Trading Price, as determined following a request by a Holder in
      accordance with Section
      14.01(d),
      for
      each day of such Measurement Period was less than 98% of the product of the
      Closing Sale Price of the Common Stock on such Trading Day and the applicable
      Conversion Rate in effect on such Trading Day; 

     

    (iii)  at
      any
      time prior to 5:00 p.m., New York City time, on the Business Day immediately
      preceding the Redemption Date, if such Security has been called for redemption
      pursuant to Article XI hereof; 

     

    (iv)  as
      provided in Section 14.01(b); or

     

    (v)  at
      any
      time during the period beginning 10 Trading Days before the Stated Maturity
      and
      until 5:00 p.m., New York City time, on the Business Day immediately preceding
      the Stated Maturity.

     

    (b)  In
      addition, in the event that:

     

    (i)  (A)the
      Company elects to distribute to all holders of Common Stock certain rights
      entitling them to purchase, for a period expiring within 45 days, Common Stock
      at less than the Current Market Rate; or

     

    (B)  the
      Company elects to distribute to holders of Common Stock assets, debt securities
      or certain rights to purchase the Company’s
      securities, which distribution has a per share value as determined by the Board
      of Directors of the Company exceeding 10% of the Closing Sale Price of the
      Common Stock on the Trading Day immediately preceding the declaration for such
      distribution; 

     

    then,
      in
      each case, the Company must notify, in writing, Holders of Securities of the
      occurrence of such an event at least 20 days prior to the Ex-Dividend Date
      for
      any such distribution. Once the Company has given such notice, Holders may
      surrender their Securities for conversion at any time until the earlier of
      the
      close of business on the Business Day immediately preceding the Ex-Dividend
      Date
      or the date of announcement by the Company that the distribution will not take
      place. No adjustment shall be made to the ability of a Holder of Securities
      to
      convert if such Holder may participate in the distribution without
      conversion;

     

    (ii)  the
      Company becomes party to a consolidation, merger, binding share exchange or
      sale
      of all or substantially all of the Company’s
      assets, in each case pursuant to which the Common Stock of the Company would
      be
      converted into cash, securities or other property, a Holder may surrender the
      Securities for conversion at any time from and after the date which is 15 days
      prior to the anticipated effective date of the transaction until and including
      the date which is 15 days after the actual date of the transaction. If the
      Company becomes party to a consolidation, merger, binding share exchange or
      sale
      of all or substantially all of the Company’s assets, in each case pursuant to
      which the Common Stock would be converted into cash, securities or other
      property, then at the effective time of the transaction, the right to convert
      the Securities into Common Stock shall be changed into a right to convert such
      Securities into the kind and amount of cash, securities and other property
      which
      the Holder would have received if the Holder had converted such Securities
      immediately prior to the transaction (the “Reference
      Property”).
      If
      the transaction causes the Common Stock to be converted into the right to
      receive more than a single type of consideration (determined based in part
      upon
      any form of stockholder election), the Reference Property into which the
      Securities shall be convertible shall be deemed to be the weighted average
      of
      the types and amounts of consideration received by the holders of Common Stock
      that affirmatively make such an election. The Company shall not become a party
      to any such transaction unless its terms are consistent with the foregoing.
      However, if the transaction described above also constitutes a Public Acquirer
      Change of Control then the Company may in certain circumstances elect to change
      the conversion right in the manner described in Section
      14.06
      in lieu
      of changing the conversion right in the manner described in this Section
      14.01(b)(ii);

     

    (iii)  If
      a
      transaction described in Section 14.01(b)(ii) also constitutes a Fundamental
      Change, a Holder can require the Company to repurchase all or a portion of
      its
      Securities as described in Section
      13.01.
      In
      addition, a Holder may surrender all or a portion of the Holder’s Securities for
      conversion if a Fundamental Change of the type described in clause (i) of the
      definition of Change of Control occurs or a termination of trading occurs.
      In
      such event, a Holder may surrender Securities for conversion at any time
      beginning on the actual effective date of such Fundamental Change until and
      including the date which is 30 calendar days after the actual effective date
      of
      such transaction or, if later, until the Fundamental Change Repurchase Date
      corresponding to such Fundamental Change.

     

    (c)  Notwithstanding
      the foregoing, a Security in respect of which a Holder has delivered a
      Repurchase Notice or a Fundamental Change Repurchase Notice exercising such
      Holder’s
      option
      to require the Company to repurchase such Security may be converted only if
      such
      notice of exercise is withdrawn in accordance with Article XII or Article XIII
      hereof prior to the close of business on the Business Day immediately preceding
      the Repurchase Date or the Fundamental Change Repurchase Date, as the case
      may
      be.

     

    (d)  In
      connection with any potential conversion pursuant to Section 14.01(a)(ii),
      the Bid
      Solicitation Agent shall have no obligation to determine the Trading Price
      unless the Company has requested such determination, and the Company shall
      have
      no obligation to request such determination unless a Holder has provided the
      Company with reasonable evidence that the Trading Price would be less than
      98%
      of the product of the Closing Sale Price of the Common Stock and the Conversion
      Rate. At such time as the Company has determined that a Holder has provided
      such
      evidence to the Company, the Company shall instruct the Bid Solicitation Agent,
      in writing, to determine the Trading Price beginning on the next Trading Day
      and
      on each successive Trading Day until the Trading Price is greater than or equal
      to 98% of the product of the Closing Sale Price of the Common Stock and the
      Conversion Rate. After receiving from a Holder any materials that purport to
      constitute such “reasonable evidence,” the Company shall promptly determine
      whether such material does constitute “reasonable evidence” for purposes of this
Section
      14.01(d);
      provided
      that
      absent manifest error, the Company’s determination shall be binding and final.
      The Company shall not be obligated to give any instructions to the Bid
      Solicitation Agent until the Company has completed its determination, which
      it
      shall do promptly.

     

    Section
      14.02  Conversion
      Procedure.
      

     

    (a)  Each
      Security shall be convertible at the office of the Conversion Agent.


     

    (b)  In
      order
      to exercise the conversion privilege with respect to any Securities in
      certificated form, the Holder of any such Securities to be converted, in whole
      or in part, shall:

     

    (i)  complete
      and manually sign the conversion notice provided on the back of the Security
      (the “Conversion
      Notice”)
      or
      facsimile of the conversion notice and deliver such notice to a Conversion
      Agent; 

     

    (ii)  surrender
      the Security to a Conversion Agent; 

     

    (iii)  furnish
      appropriate endorsements and transfer documents, if required; and

     

    (iv)  pay
      any
      transfer or similar tax, if required. 

     

    The
      date
      on which the Holder satisfies all of the requirements set forth in (i) through
      (iv) above is the “Conversion
      Date.”
Such
      notice shall also state the name or names (with address or addresses) in which
      any certificate or certificates for shares of Common Stock which shall be
      issuable on such conversion shall be issued. All such Securities surrendered
      for
      conversion shall, unless the shares issuable on conversion are to be issued
      in
      the same name as the registration of such Securities, be duly endorsed by,
      or be
      accompanied by instruments of transfer in form satisfactory to the Company
      duly
      executed by, the Holder or his duly authorized attorney.

     

    In
      order
      to exercise the conversion privilege with respect to any interest in Securities
      in global form, the Holder must complete the appropriate instruction form for
      conversion pursuant to the Depositary’s book-entry conversion program, furnish
      appropriate endorsements and transfer documents if required by the Company
      or
      the Trustee or Conversion Agent, and pay the funds, if any, required by this
      Section
      14.02
      and any
      transfer taxes if required pursuant to Section
      14.08.

     

    (c)  As
      promptly as practicable after the
      later
      of (i) the Conversion Date (but in no event later than 5 Business Days after
      the
      Conversion Date) or (ii) the date all the calculations necessary to make such
      payment and delivery have been made (but in no event later than as specified
      in
Section
      14.03(c)),
      subject to compliance with any restrictions on transfer if shares issuable
      on
      conversion are to be issued in a name other than that of the Holder (as if
      such
      transfer were a transfer of the Securities (or portion thereof) so converted),
      the Company shall issue and shall deliver to such Holder at the office of the
      Conversion Agent, a check or cash and a certificate or certificates for the
      number of full shares of Common Stock issuable in accordance with the provisions
      of this Article XIV, if applicable. In case any Securities of a denomination
      greater than $1,000 shall be surrendered for partial conversion, the Company
      shall execute and the Trustee shall authenticate and deliver to the Holder
      of
      the Securities so surrendered, without charge to him, new Securities in
      authorized denominations in an aggregate Principal Amount equal to the
      unconverted portion of the surrendered Securities.

     

    Each
      conversion shall be deemed to have been effected as to any such Securities
      (or
      portion thereof) on the date on which the requirements set forth above in this
      Section
      14.02
      have
      been satisfied as to such Securities (or portion thereof), and the person in
      whose name any certificate or certificates for shares of Common Stock shall
      be
      issuable upon such conversion shall be deemed to have become on said date the
      Holder of record of the shares represented thereby; provided,
      however,
      that in
      case of any such surrender on any date when the stock transfer books of the
      Company shall be closed, the person or persons in whose name the certificate
      or
      certificates for such shares are to be issued shall be deemed to have become
      the
      record Holder thereof for all purposes on the next day on which such stock
      transfer books are open, but such conversion shall be at the Conversion Price
      in
      effect on the date upon which such Securities shall be surrendered.

     

    (d)  Upon
      the
      conversion of an interest in Global Securities, the Trustee (or other Conversion
      Agent appointed by the Company) shall make a notation on such Global Securities
      as to the reduction in the Principal Amount represented thereby. The Company
      shall notify the Trustee in writing of any conversions of Securities effected
      through any Conversion Agent other than the Trustee.

     

    (e)  Each
      stock certificate representing Common Stock issued upon conversion of the
      Securities that are Restricted Securities shall bear the legend in substantially
      the form of Exhibit
      C
      hereto.

     

    Section
      14.03  Payments
      Upon Conversion.

     

    (a)  Upon
      any
      conversion of any Security, the Company shall deliver to converting Holders,
      in
      respect of each $1,000 Principal Amount of Securities being converted, a
“Settlement
      Amount”
equal
      to the sum of the Daily Settlement Amount for each of the 25 Trading Days during
      the Observation Period for such Security.

     

    (b)  The
      “Daily
      Settlement Amount”
for
      each of the 25 Trading Days during the Observation Period shall consist
      of:

     

    (i)  cash
      equal to 1/25th of the lesser
      of
      (x) $1,000 and (y) the Conversion Value, and

     

    (ii)  to
      the
      extent the Conversion Value exceeds $1,000, a number of shares of Common Stock
      (the “Remaining
      Shares”)
      equal
      to the Daily Share Amounts subject to the Company’s right to deliver cash in
      lieu of all or a portion of such Remaining Shares set forth in Section
      14.10;

     

    provided,
      that in
      no event shall the aggregate number of shares per $1,000 Principal Amount of
      Securities exceed the Aggregate Share Cap.

     

    (c)  The
      Company shall
      deliver the Settlement Amount to converting Holders on or prior to the third
      Business Day immediately following the last day of the Observation
      Period.

     

    (d)  Upon
      conversion, Holders will not receive any separate cash payment for accrued
      and
      unpaid interest and Additional Interest Amounts, if any, unless such conversion
      occurs between a Regular Record Date and the Interest Payment Date to which
      it
      relates.

     

    (e)  The
      Company will not issue fractional shares of Common Stock upon conversion of
      Securities. If multiple Securities shall be surrendered for conversion at one
      time by the same Holder, the number of full shares which shall be issuable
      upon
      conversion shall be computed on the basis of the aggregate Principal Amount
      of
      the Securities (or specified portions thereof to the extent permitted hereby)
      so
      surrendered. If any fractional share of stock would be issuable upon the
      conversion of any Securities, the Company shall make payment therefor in cash
      equal to the fraction of a share of Common Stock otherwise issuable multiplied
      by the Current Market Price to the Holder of such Securities.

     

    Section
      14.04  Adjustment
      Of Conversion Rate.
      The
      Conversion Rate shall be adjusted from time to time by the Company as follows,
      except that the Company shall not make any adjustment if holders of Securities
      may participate, as a result of holding the Securities, in the transaction
      described without having to convert their Securities.

     

    (a)  If
      the
      Company, at any time or from time to time while any of the Securities are
      outstanding, pays a dividend or make a distribution in shares of Common Stock
      to
      all holders of its outstanding shares of Common Stock, or if the Company
      subdivides or combines its Common Stock then the Conversion Rate will be
      adjusted based on the following formula:

     

    


    where,

     

    CR0
      = the
      Conversion Rate in effect immediately prior to such event

     

    CR'
      = the
      Conversion Rate in effect immediately after such event

     

    OS0
      = the
      number of shares of Common Stock outstanding immediately prior to such
      event

     

    OS'
      = the
      number of shares of Common Stock outstanding immediately after such
      event

     

    Such
      adjustment shall become effective immediately after the opening of business
      on
      the day following the Record Date for such dividend or distribution, or the
      date
      fixed for determination for such share split or share combination. If any
      dividend or distribution of the type described in this Section
      14.04(a)
      is
      declared but not so paid or made, the Conversion Rate shall again be adjusted
      to
      the Conversion Rate which would then be in effect if such dividend or
      distribution had not been declared.

     

    (b)  If
      the
      Company, at any time or from time to time while any of the Securities are
      outstanding, issues to all or substantially all holders of its outstanding
      shares of Common Stock certain rights or warrants to purchase shares of Common
      Stock (or securities convertible into or exchangeable or exercisable for Common
      Stock) at a price per share (or having a conversion, exchange or exercise price
      per share) less than the Closing Sale Price of Common Stock on the Record Date
      for stockholders entitled to receive such rights and warrants, which rights
      or
      warrants are exercisable for not more than 60 days,
      the
      Conversion Rate shall be adjusted based on the following formula (provided
      that the
      Conversion Rate shall be readjusted to the extent that such rights or warrants
      are not exercised prior to their expiration):

     

    


    where,

     

    
      	
              CR0
                =

            	
              the
                Conversion Rate in effect immediately prior to such
                event

            


    

     

    
      	
              CR'
                =

            	
              the
                Conversion Rate in effect immediately after such
                event

            


    

     

    
      	
              OS0
                =

            	
              the
                number of shares of Common Stock outstanding on the close of business
                on
                the next Business Day following such Record Date
                

            


    

     

    
      	
              X
                =

            	
              the
                total number of shares of Common Stock issuable pursuant to such
                rights

            


    

     

    
      	
              Y
                =

            	
              the
                number of shares of Common Stock equal to the aggregate offering
                price
                that the total number of shares so offered would purchase at such
                Closing
                Sale Price of Common Stock on the Record Date of such issuance determined
                by multiplying such total number of shares so offered by the exercise
                price of such rights or warrants and dividing the product so obtained
                by
                such Closing Sale Price.

            


    

     

    Such
      adjustment shall become effective immediately after the opening of business
      on
      the day following the date of announcement of such issuance. 

     

    To
      the
      extent that shares of Common Stock (or securities convertible into or
      exchangeable or exercisable for shares of Common Stock) are not delivered
      pursuant to such rights or warrants, upon the expiration or termination of
      such
      rights or warrants, the Conversion Rate shall be readjusted to the Conversion
      Rate which would then be in effect had the adjustments made upon the issuance
      of
      such rights or warrants been made on the basis of the delivery of only the
      number of shares of Common Stock (or securities convertible into or exchangeable
      or exercisable for shares of Common Stock) actually delivered. In the event
      that
      such rights or warrants are not so issued, the Conversion Rate shall again
      be
      adjusted to be the Conversion Rate which would then be in effect if the date
      fixed for the determination of stockholders entitled to receive such rights
      or
      warrants had not been fixed. In determining whether any rights or warrants
      entitle the holders to subscribe for or purchase shares of Common Stock at
      less
      than such Closing Sale Price, and in determining the aggregate offering price
      of
      such shares of Common Stock, there shall be taken into account any consideration
      received for such rights or warrants and the value of such consideration, if
      other than cash, to be determined in good faith by the Board of Directors of
      the
      Company.

     

    For
      the
      purposes of this Section
      14.04(b),
      rights
      or warrants distributed by the Company to all holders of its Common Stock
      entitling them to subscribe for or purchase shares of the Company’s capital
      stock (either initially or under certain circumstances), which rights or
      warrants, until the occurrence of a specified event or events (“Trigger
      Event”):
      (1)
      are deemed to be transferred with such shares of Common Stock; (2) are not
      exercisable; and (3) are also issued in respect of future issuances of Common
      Stock, shall be deemed not to have been distributed for purposes of this
Section
      14.04(b)
      (and no
      adjustment to the Conversion Price under this Section 14.04(b) will be required)
      until the occurrence of the earliest Trigger Event, whereupon such rights and
      warrants shall be deemed to have been distributed and an appropriate adjustment
      (if any is required) to the Conversion Rate shall be made under this Section
      14.04(b). If any such right or warrant, including any such existing rights
      or
      warrants distributed prior to the date of this Indenture, are subject to events,
      upon the occurrence of which such rights or warrants become exercisable to
      purchase different securities, evidences of indebtedness or other assets, then
      the date of the occurrence of any and each such event shall be deemed to be
      the
      date of distribution and record date with respect to new rights or warrants
      with
      such rights (and a termination or expiration of the existing rights or warrants
      without exercise by any of the holders thereof). In addition, in the event
      of
      any distribution (or deemed distribution) of rights or warrants, or any Trigger
      Event or other event (of the type described in the preceding sentence) with
      respect thereto that was counted for purposes of calculating a distribution
      amount for which an adjustment to the Conversion Rate under this Section
      14.04(b) was made, (1) in the case of any such rights or warrants which shall
      all have been redeemed or repurchased without exercise by any Holders thereof,
      the Conversion Rate shall be readjusted upon such final redemption or repurchase
      to give effect to such distribution or Trigger Event, as the case may be, as
      though it were a cash distribution, equal to the per share redemption or
      repurchase price received by a holder of Common Stock with respect to such
      rights or warrants (assuming such holder had retained such rights or warrants),
      made to all applicable holders of Common Stock as of the date of such redemption
      or repurchase, and (2) in the case of such rights or warrants which shall have
      expired or been terminated without exercise by any holders thereof, the
      Conversion Rate shall be readjusted as if such rights and warrants had not
      been
      issued.

     

    (c)  If
      the
      Company, at any time or from time to time while the Securities are outstanding,
      distributes to all or substantially all holders of its Common
      Stock,
      shares of any class of Capital Stock of the Company, evidences of its
      indebtedness or assets, including securities, but excluding:

     

    (i)  dividends
      or distributions referred to in Section
      14.04(a);

     

    (ii)  rights
      or
      warrants referred to in Section
      14.04(b);
      and

     

    (iii)  dividends
      or distributions referred to in Section
      14.04(d);

     

    then
      the
      Conversion Rate shall be adjusted based on the following formula:

     

            


    where,

     

    CR0
      = the
      Conversion Rate in effect immediately prior to such distribution

     

    CR'
      = the
      Conversion Rate in effect immediately after such distribution

     

    SP0
      = the
      Current Market Price of Common Stock on the Record Date for such
      distribution

     

    FMV
      = the
      fair
      market value (as determined by the Board of Directors of the Company) of the
      shares of Capital Stock, evidences of indebtedness, assets or property
      distributed with respect to each outstanding share of Common Stock on the Record
      Date for such distribution

     

    Such
      adjustment shall
      become effective immediately prior to the opening of business on the day
      following the Record Date for such distribution. If the Board of Directors
      of
      the Company determines the fair market value of any distribution for purposes
      of
      this Section 14.04(c) by reference to the actual or when issued trading market
      for any securities, it must in doing so consider the prices in such market
      over
      the same period used in computing the Current Market Price of the Common
      Stock.

     

    To
      the
      extent that the Company has a rights plan in effect upon conversion of the
      Securities into Common Stock, a Holder shall receive, in addition to the Common
      Stock, the rights under the rights plan unless the rights have separated from
      the Common Stock at the time of conversion, in which case the Conversion Rate
      will be adjusted as if we distributed to all holders of Common Stock, shares
      of
      Capital Stock, evidences of indebtedness or assets, subject to readjustment
      in
      the event of the expiration, termination or redemption of such
      rights.

     

    With
      respect to an adjustment pursuant to this Section
      14.03(c)
      where
      there has been a payment of a dividend or other distribution on the Common
      Stock
      or shares of Capital Stock of any class or series, or similar equity interest,
      of or relating to a Subsidiary or other business unit (a “Spin-Off”),
      the
      Conversion Rate in effect immediately before 5:00 p.m., New York City time,
      on
      the effective date fixed for determination of stockholders entitled to receive
      the dividend or distribution for such for such Spin-Off shall be increased
      based
      on the following formula:

     

    


    where,

     

    CR0
      = the
      Conversion Rate in effect immediately prior to such distribution

     

    CR'
      = the
      Conversion Rate in effect immediately after such distribution

     

    FMV0
      = the
      average of the Closing Sale Prices of the Capital Stock or similar equity
      interest distributed to holders of Common Stock applicable to one share of
      Common Stock over the ten consecutive Trading-Day period commencing on and
      including the fifth Trading Day after the date on which Ex-Dividend Trading
      commences for such distribution on The Nasdaq National Market or such other
      national or regional exchange or market on which the Securities are then listed
      or quoted

     

    MP0
      = the
      average of the Closing Sale Prices of Common Stock over the ten consecutive
      Trading-Day period commencing on and including the fifth Trading Day after
      the
      date on which Ex-Dividend Trading commences for such distribution on The Nasdaq
      National Market or such other national or regional exchange or market on which
      the Securities are then listed or quoted

     

    The
      adjustment to the Conversion Rate under the preceding paragraph will occur
      on
      the fourteenth Trading Day after the date on which “Ex-Dividend Trading”
commences for such distribution on The Nasdaq National Market or such other
      national or regional exchange or market on which the Securities are then listed
      or quoted.

     

    (d)  If
      any
      cash dividend or other distribution is made to all or substantially all holders
      of Common Stock, the Conversion Rate shall be adjusted based on the following
      formula:

     

    


    where,

     

    CR0
      = the
      Conversion Rate in effect on the Record Date for such distribution

     

    CR'
      = the
      Conversion Rate in effect immediately after the Record Date for such
      distribution

     

    SP0
      = the
      Current Market Price of a share of Common Stock on the Record Date for such
      distribution

     

    C
      = the
      amount in cash per share the Company distributes to holders of Common
      Stock.

     

    Such
      adjustment shall become effective immediately after 5:00 p.m., New York City
      time, on the Record Date for such dividend or distribution; provided
      that if
      such dividend or distribution is not paid or made, the Conversion Rate shall
      again be adjusted to be the Conversion Rate that would then be in effect if
      such
      dividend or distribution had not been declared.

     

    (e)  If
      the
      Company or any of its Subsidiaries makes a payment in respect of a tender offer
      or exchange offer for Common Stock to the extent that the cash and value of
      any
      other consideration included in the payment per share of Common Stock exceeds
      the Current Market Price per share of Common Stock on the Trading Day
      immediately preceding the date such tender offer or exchange offer is announced,
      the Conversion Rate shall be increased based on the following
      formula:

     

    

    


    where,

     

    CR0
      = the
      Conversion Rate in effect on the date such tender or exchange offer
      expires

     

    CR'
      = the
      Conversion Rate in effect on the day next succeeding the date such tender or
      exchange offer expires

     

    AC
      = the
      fair
      market value (as determined by the Board of Directors) of the aggregate
      consideration paid or payable for shares purchased in such tender or exchange
      offer

     

    OS0
      = the
      number of shares of Common Stock outstanding on the Trading Day immediately
      preceding the date such tender or exchange offer is announced 

     

    OS'
      = the
      number of shares of Common Stock outstanding less any shares purchased in the
      tender or exchange offer at the time such tender or exchange offer
      expires

     

    SP'
      = the
      Current Market Price of Common Stock on the Trading Day immediately preceding
      the date such tender or exchange offer is announced.

     

    If
      the
      Company is obligated to repurchase shares pursuant to any such tender or
      exchange offer, but the Company is permanently prevented by applicable law
      from
      effecting any such purchases or all such purchases are rescinded, the Conversion
      Rate shall again be adjusted to be the Conversion Rate that would then be in
      effect if such tender or exchange had not been made.

     

    (f)  For
      purposes of this Section
      14.04,
      the
      following terms shall have the meaning indicated:

     

    (i)  “Current
      Market Price”
on
      any
      date means the average of the Closing Sale Prices per share of Common Stock
      for
      the 10 consecutive Trading Days immediately preceding the day before the Record
      Date (or, if earlier, the Ex-Dividend Date) with respect to any distribution,
      issuance or other event requiring such computation.

     

    (ii)  “fair
      market value”
shall
      mean the amount which a willing buyer would pay a willing seller in an arm’s
      length transaction.

     

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

     

    (g)  Subject
      to subsection (i) below, the Company may make such increases in the Conversion
      Rate, in addition to any adjustments required by Section
      14.04(a),
      Section
      14.04(b),
      Section
      14.04(c),
      Section
      14.04(d),
      Section
      14.04(e)
      or
Section
      14.04(f),
      as the
      Board of Directors considers to be advisable to avoid or diminish any income
      tax
      to holders of Common Stock or rights to purchase Common Stock resulting from
      any
      dividend or distribution of stock (or rights to acquire stock) or from any
      event
      treated as such for income tax purposes.

     

    (h)  To
      the
      extent permitted by applicable law and subject to subsection (i) below, the
      Company from time to time may increase the Conversion Rate by any amount for
      any
      period of time if the period is at least 20 days, the increase is irrevocable
      during the period and the Board of Directors shall have made a determination
      that such increase would be in the best interests of the Company, which
      determination shall be conclusive. Whenever the Conversion Rate is increased
      pursuant to the preceding sentence, the Company shall mail to Holders of record
      of the Securities a notice of the increase at least 15 days prior to the date
      the increased Conversion Rate takes effect, and such notice shall state the
      increased Conversion Rate and the period during which it will be in
      effect.

     

    (i)  Any
      increase in the Conversion Rate pursuant to subsections (g) and (h) above shall
      not, without the approval of the stockholders of the Company, as required by
      Rule 4350 of the Marketplace Rules of The Nasdaq Stock Market, result in the
      sale or issuance of 20% or more of the shares of Common Stock, or 20% of more
      of
      the voting power, outstanding as of the date of the Offering
      Memorandum.

     

    (j)  No
      adjustment in the Conversion Rate shall be required unless such adjustment
      would
      require an increase or decrease of at least 1% in such rate; provided,
      however,
      that
      any adjustments which by reason of this Section
      14.04(i)
      are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment. All calculations under this Article XIV shall be made
      by
      the Company and shall be made to the nearest cent or to the nearest
      one-hundredth of a share, as the case may be. No adjustment need be made for
      rights to purchase Common Stock pursuant to a Company plan for reinvestment
      of
      dividends or interest. To the extent the Securities become convertible into
      cash, assets, property or securities (other than Capital Stock of the Company),
      no adjustment need be made thereafter as to the cash, assets, property or such
      securities. Interest will not accrue on the cash.

     

    (k)  Whenever
      the Conversion Rate is adjusted as herein provided, the Company shall promptly
      file with the Trustee and any Conversion Agent an Officers’ Certificate setting
      forth the Conversion Rate after such adjustment and setting forth a brief
      statement of the facts requiring such adjustment. Unless and until a Responsible
      Officer of the Trustee shall have received such Officers’ Certificate, the
      Trustee shall not be deemed to have knowledge of any adjustment of the
      Conversion Rate and may assume without inquiry that the last Conversion Rate
      of
      which it has knowledge is still in effect. Promptly after delivery of such
      certificate, the Company shall prepare a notice of such adjustment of the
      Conversion Rate setting forth the adjusted Conversion Rate and the date on
      which
      each adjustment becomes effective and shall mail such notice of such adjustment
      of the Conversion Rate to each Holder of Securities at such Holder’s last
      address appearing on the list of Security holders provided for in Section
      3.06,
      within
      20 days after execution thereof. Failure to deliver such notice shall not affect
      the legality or validity of any such adjustment.

     

    (l)  In
      any
      case in which this Section
      14.04
      provides
      that an adjustment shall become effective immediately after a Record Date for
      an
      event, the Company may defer until the occurrence of such event (i) issuing
      to
      the Holder of any Securities converted after such Record Date and before the
      occurrence of such event the additional shares of Common Stock issuable upon
      such conversion by reason of the adjustment required by such event over and
      above the Common Stock issuable upon such conversion before giving effect to
      such adjustment and (ii) paying to such Holder any amount in cash in lieu of
      any
      fraction pursuant to Section
      14.03.

     

    (m)  For
      purposes of this Section
      14.04,
      the
      number of shares of Common Stock at any time outstanding shall not include
      shares held in the treasury of the Company so long as the Company does not
      pay
      any dividend or make any distribution on shares of Common Stock held in the
      treasury of the Company, but shall include shares issuable in respect of scrip
      certificates issued in lieu of fractions of shares of Common Stock.

     

    (n)  No
      adjustment to the Conversion Rate shall be made pursuant to this Section
      14.04
      if the
      Holders of the Securities may participate in the transaction that would
      otherwise give rise to an adjustment pursuant to this Section
      14.04.

     

    (o)  Whenever
      any provision of this Article XIV requires a calculation of an average of
      Closing Sale Prices or Daily VWAP over a span of multiple days, the Company
      shall make appropriate adjustments (determined in good faith by the Board of
      Directors) to account for any adjustment to the Conversion Rate that becomes
      effective, or any event requiring an adjustment to the Conversion Rate where
      the
      Ex-Dividend Date of the event occurs at any time during the period from which
      the average is to be calculated. 

     

    Section
      14.05  Adjustments
      Upon Certain Fundamental Changes.

     

    (a)  If
      a
      Holder elects to convert Securities pursuant to Section
      14.01(b)(ii)
      above in
      connection with a transaction described therein and the transaction (1) has
      an
      effective date occurring on or prior to May 15, 2013 and (2) constitutes a
      Fundamental Change, subject to Section
      14.06
      below,
      the Conversion Rate for such Securities shall be increased by an additional
      number of shares of Common Stock (the “Additional
      Shares”)
      as
      described below. Any conversion occurring at a time when the Securities would
      be
      convertible in light of the expected or actual occurrence of a Fundamental
      Change will be deemed to have occurred in connection with such Fundamental
      Change notwithstanding the fact that a Security may then be convertible because
      another condition to conversion has been satisfied.

     

    (b)  The
      number of Additional Shares will be determined by reference to the table
      attached as Schedule A hereto, based on the date on which the Fundamental Change
      occurs or becomes effective (the “Effective
      Date”)
      and
      the price (the “Stock
      Price”)
      paid
      per share of Common Stock in the Fundamental Change. If the Fundamental Change
      is a transaction described in clause (ii) of the definition of Change in
      Control, and holders of Common Stock receive only cash in the Fundamental
      Change, the Stock Price shall be the cash amount per share. Otherwise, the
      Stock
      Price shall be the average of the Closing Sale Prices of Common Stock over
      the
      five Trading-Day period ending on the Trading Day preceding the Effective Date
      of the Fundamental Change.

     

    (c)  The
      Stock
      Prices set forth in the first row of the table in Schedule A hereto shall be
      adjusted as of any date on which the Conversion Rate of the Securities is
      otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices
      applicable immediately prior to such adjustment, multiplied by a fraction,
      the
      numerator of which is the Conversion Rate immediately prior to such adjustment
      and the denominator of which is the Conversion Rate as so adjusted. The number
      of Additional Shares set forth in such table will be adjusted in the same manner
      as the Conversion Rate as set forth in Section
      14.04.

     

    (d)  The
      table
      in Schedule A hereto sets forth the hypothetical stock price and the number
      of
      additional shares to be received per $1,000 Principal Amount of
      Securities.

     

    The
      exact
      Stock Prices and Effective Dates may not be set forth in the table in
      Schedule A, in which case:

     

    (i)  If
      the
      Stock Price is between two Stock Price amounts in the table or the Effective
      Date is between two Effective Dates in the table, the number of Additional
      Shares will be determined by a straight-line interpolation between the number
      of
      Additional Shares set forth for the higher and lower Stock Price amounts and
      the
      two dates, as applicable, based on a 365-day year.

     

    (ii)  If
      the
      Stock Price is greater than $16.00]
      per
      share (subject to adjustment), no Additional Shares will be issued upon
      conversion.

     

    (iii)  If
      the
      Stock Price is less than $3.03 per share (subject to adjustment), no Additional
      Shares will be issued upon conversion.

     

    Notwithstanding
      the foregoing, in no event will the total number of shares of Common Stock
      issuable upon conversion exceed 894 shares of Common Stock per $1,000 Principal
      Amount of Securities (789 shares of Common Stock per $1,000 Principal Amount
      of
      Securities if the Initial Purchasers exercise their over-allotment option
      granted by the Company pursuant to Section 2 of the Purchase Agreement), subject
      to adjustments in the same manner as the Conversion Rate as set forth in
Section
      14.04.

     

    Section
      14.06  Conversion
      After A
      Public
      Acquirer
      Change Of Control.

     

    (a)  In
      the
      event of a Public Acquirer Change of Control, the Company may, in lieu of
      increasing the Conversion Rate by Additional Shares pursuant to Section
      14.05,
      elect
      to adjust the Conversion Rate and the related conversion obligation such that
      from and after the Effective Date of such Public Acquirer Change of Control,
      Holders shall be entitled to convert their Securities, in accordance with
Section
      14.01,
      into a
      number of shares of Public Acquirer Common Stock, still subject to the
      arrangements for payment upon conversion in Section
      14.03.
      The
      adjusted Conversion Rate shall be the Conversion Rate in effect immediately
      before the Public Acquirer Change of Control multiplied by a
      fraction:

     

    (i)  the
      numerator of which will be the average of the Closing
      Sale Prices of the Common Stock for the five consecutive Trading Days prior
      to
      but excluding the Effective Date of such Public Acquirer Change of Control,
      and

     

    (ii)  the
      denominator of which will be the average of the Closing Sale Prices of the
      Public Acquirer Common Stock for the five consecutive Trading Days commencing
      on
      the Trading Day next succeeding the Effective Date of such Public Acquirer
      Change of Control.

     

    (b)  In
      order
      to make the election pursuant to this Section
      14.06,
      the
      Company and the issuer of the Public Acquirer Common Stock shall execute with
      the Trustee a supplemental indenture (which shall comply with the Trust
      Indenture Act as in force at the date of execution of such supplemental
      indenture) providing that each Security shall be exchangeable into Public
      Acquirer Common Stock and execute an amendment to the Registration Rights
      Agreement (to the extent any Registrable Securities (as defined therein) remain
      outstanding) to make the provisions thereof to apply to the Public Acquirer
      Common Stock. Such supplemental indenture shall provide for provisions and
      adjustments which shall be a nearly equivalent as may be practicable to the
      provisions and adjustments provided for in this Article XIV.

     

    (c)  Within
      10
      Trading Days prior to but not including the expected effective date of a
      Fundamental Change that is also a Public Acquirer Change of Control, the Company
      will provide to all Holders and the Trustee and Paying Agent a notification,
      in
      a manner as provided in Section 1.06, stating whether the Company will:


     

    (i)  elect
      to
      adjust the Conversion Rate and related conversion obligation as
      set
      forth in this Section
      14.06,
      in
      which case the Holders will not have the right to receive additional shares
      upon
      conversion, as described in Section 14.05; or 

     

    (ii)  not
      elect
      to adjust the Conversion Rate and related conversion obligation, in which case
      the Holders will have the right to convert Notes and, if applicable, receive
      Additional Shares upon conversion as described above in Section
      14.05.

     

    Section
      14.07  Effect
      Of Reclassification, Consolidation, Merger Or Sale.
      Except
      as otherwise provided in Section
      14.06,
      if any
      of the following events occur, namely: 

     

    (i)  any
      reclassification or change of shares of Common Stock issuable upon conversion
      of
      the Securities (other than a change in par value, or from par value to no par
      value, or from no par value to par value, or as a result of a subdivision or
      combination, or any other change for which an adjustment is provided
      in Section
      14.04(c));

     

    (ii)  any
      consolidation, merger or combination to which the Company is a party other
      than
      a merger in which the Company is the continuing corporation and which does
      not
      result in any reclassification of, or change (other than in par value, or from
      par value to no par value, or from no par value to par value, or as a result
      of
      a subdivision or combination) in outstanding shares of Common Stock;
      or

     

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

     

    then
      the
      Company or the successor or purchasing person, as the case may be, shall execute
      with the Trustee a supplemental indenture (which shall comply with the Trust
      Indenture Act as in force at the date of execution of such supplemental
      indenture) providing that such Securities shall be convertible into the kind
      and
      amount of shares of stock, securities or other property or assets (including
      cash) receivable upon such reclassification, change, consolidation, merger,
      combination, sale or conveyance by a holder of a number of shares of Common
      Stock issuable upon conversion of such Securities (assuming, for such purposes,
      a sufficient number of authorized shares of Common Stock available to convert
      all such Securities) immediately prior to such reclassification, change,
      consolidation, merger, combination, sale or conveyance. Assuming such holder
      of
      Common Stock did not exercise his rights of election, if any, as to the kind
      or
      amount of securities, cash or other property receivable upon such
      reclassification, change, consolidation, merger, combination, sale or conveyance
      (provided
      that, if
      the kind or amount of stock, securities or other property or assets (including
      cash) receivable upon such reclassification, change, consolidation, merger,
      combination, sale or conveyance is not the same for each share of Common Stock
      in respect of which such rights of election shall not have been exercised
      (“non-electing
      share”),
      then
      for the purposes of this Section
      14.07,
      the
      kind and amount of stock, securities or other property or assets (including
      cash) receivable upon such reclassification, change, consolidation, merger,
      combination, sale or conveyance for each non-electing share shall be deemed
      to
      be the kind and amount so receivable per share by a plurality of the
      non-electing shares). Such supplemental indenture shall provide for adjustments
      which shall be as nearly equivalent as may be practicable to the adjustments
      provided for in this Article XIV. If, in the case of any such reclassification,
      change, consolidation, merger, combination, sale or conveyance, the stock,
      securities or other property or assets (including cash) receivable thereupon
      by
      a holder of Common Stock includes shares of stock, securities or other property
      or assets (including cash) of a corporation other than the successor or
      purchasing corporation, as the case may be, in such reclassification, change,
      consolidation, merger, combination, sale or conveyance, then such supplemental
      indenture shall also be executed by such other corporation and shall contain
      such additional provisions to protect the interests of the Holders of the
      Securities as the Board of Directors shall reasonably consider necessary by
      reason of the foregoing.

     

    The
      Company shall cause notice of the execution of such supplemental indenture
      to be
      mailed to each Holder, at the address of such Holder as it appears on the
      register of the Securities maintained by the Registrar, within 20 days after
      execution thereof. Failure to deliver such notice shall not affect the legality
      or validity of such supplemental indenture. The above provisions of this Section
      shall similarly apply to successive reclassifications, changes, consolidations,
      mergers, combinations, sales and conveyances. If this Section
      14.07
      applies
      to any event or occurrence, Section
      14.04
      shall
      not apply.

     

    Section
      14.08  Taxes
      On Shares Issued.
      Any
      issue of stock certificates on conversions of Securities shall be made without
      charge to the converting Holder for any documentary, transfer, stamp or any
      similar tax in respect of the issue thereof, and the Company shall pay any
      and
      all documentary, stamp or similar issue or transfer taxes that may be payable
      in
      respect of the issue or delivery of shares of Common Stock on conversion of
      Securities pursuant hereto. The Company shall not, however, be required to
      pay
      any such tax which may be payable in respect of any transfer involved in the
      issue and delivery of stock in any name other than that of the Holder of any
      Securities converted, and the Company shall not be required to issue or deliver
      any such stock certificate unless and until the person or persons requesting
      the
      issue thereof shall have paid to the Company the amount of such tax or shall
      have established to the satisfaction of the Company that such tax has been
      paid.

     

    Section
      14.09  Reservation
      Of Shares; Shares To Be Fully Paid; Compliance With Governmental Requirements;
      Listing Of Common Stock.
      The
      Company shall provide, free from preemptive rights, out of its authorized but
      unissued shares or shares held in treasury, sufficient shares of Common Stock
      to
      provide for the conversion of the Securities from time to time as such
      Securities are presented for conversion (assuming that, at the time of the
      computation of such number of shares or securities, all such Securities would
      be
      held by a single Holder).

     

    Before
      taking any action that would cause an adjustment increasing the Conversion
      Rate
      to an amount that would cause the Conversion Price to be reduced below the
      then
      par value, if any, of the shares of Common Stock issuable upon conversion of
      the
      Securities, the Company will take all corporate action which may, in the opinion
      of its counsel, be necessary in order that the Company may validly and legally
      issue shares of such Common Stock at such adjusted Conversion
      Price.

     

    The
      Company covenants that all shares of Common Stock that may be issued upon
      conversion of Securities shall be newly issued shares or treasury shares, shall
      be duly authorized, validly issued, fully paid and non-assessable and shall
      be
      free from preemptive rights and free from any lien or adverse
      claim.

     

    The
      Company shall use its reasonable efforts to list or cause to have quoted any
      shares of Common Stock to be issued upon conversion of Securities on each
      national securities exchange or over-the-counter or other domestic market on
      which the Common Stock is then listed or quoted.

     

    Section
      14.10  Payment
      Of Cash in Lieu Of Common Stock.

     

    The
      Company may elect to pay cash to the Holders surrendered for conversion in
      lieu
      of all or a portion of the Common Stock otherwise issuable pursuant to Section
      14.03. In such event, on any day prior to the first Trading Day of the
      applicable Observation Period, the Company shall specify a percentage of the
      Daily Share Amount that shall be settled in cash (the “Cash
      Percentage”)
      and
      the amount of cash that the Company shall pay in respect of each Trading Day
      in
      the applicable Observation Period will equal the product of: (1) the Cash
      Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily
      VWAP of the Common Stock for such Trading Day (provided that after the
      consummation of a Fundamental Change in which the consideration is comprised
      entirely of cash, the amount used in this clause (3) shall be the cash price
      per
      share received by holders of the Common Stock in such Fundamental Change).
      The
      number of shares that the Company shall deliver in respect of each Trading
      Day
      in the applicable Observation Period will be a percentage of the Daily Share
      Amount equal to 100% minus the Cash Percentage. Upon making a determination
      that
      a percentage of the Daily Share Amount will be settled in cash, the Company
      shall promptly disclose such information on its website prior to the first
      Trading Day of the applicable Observation Period. If the Company does not
      specify a Cash Percentage by the start of the applicable Observation Period,
      the
      Company shall settle 100% of the Daily Share Amount for each Trading Day in
      the
      applicable Observation Period with shares of Common Stock; provided,
      however,
      that
      the Company shall pay cash in lieu of fractional shares otherwise issuable
      upon
      conversion of Securities. 

     

    For
      the
      purposes of this Section 14.10, in the event that any of Conversion Value,
      Daily
      Share Amounts or Daily VWAP is not calculable for all portions of the
      Observation Period, the Company’s Board of Directors shall in good faith
      determine the values necessary to calculate the Conversion Value, Daily Share
      Amounts and Daily VWAP, as applicable. 


     

    Section
      14.11  Responsibility
      Of Trustee.
      The
      Trustee and any other Conversion Agent shall not at any time be under any duty
      or responsibility to any Holder of Securities to determine the Conversion Rate
      or whether any facts exist which may require any adjustment of the Conversion
      Rate, or with respect to the nature or extent or calculation of any such
      adjustment when made, or with respect to the method employed, or herein or
      in
      any supplemental indenture provided to be employed, in making the same. The
      Trustee and any other Conversion Agent shall not be accountable with respect
      to
      the validity or value (or the kind or amount) of any shares of Common Stock,
      or
      of any securities or property, which may at any time be issued or delivered
      upon
      the conversion of any Securities; and the Trustee and any other Conversion
      Agent
      make no representations with respect thereto. Neither the Trustee nor any
      Conversion Agent shall be responsible for any failure of the Company to issue,
      transfer or deliver any shares of Common Stock or stock certificates or other
      securities or property or cash upon the surrender of any Securities for the
      purpose of conversion or to comply with any of the duties, responsibilities
      or
      covenants of the Company contained in this Article XIV. Without limiting the
      generality of the foregoing, neither the Trustee nor any Conversion Agent shall
      be under any responsibility to determine the correctness of any provisions
      contained in any supplemental indenture entered into pursuant to Section
      14.07
      relating
      either to the kind or amount of shares of stock or securities or property
      (including cash) receivable by Holders upon the conversion of their Securities
      after any event referred to in such Section
      14.07
      or to
      any adjustment to be made with respect thereto, but, subject to the provisions
      of Section
      6.01,
      may
      accept as conclusive evidence of the correctness of any such provisions, and
      shall be protected in relying upon, the Officers’ Certificate (which the Company
      shall be obligated to file with the Trustee prior to the execution of any such
      supplemental indenture) with respect thereto.

     

    Section
      14.12  Notice
      To Holders Prior To Certain Actions.
      In
      case,

     

    (a)  the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock
      that would require an adjustment in the Conversion
      Rate pursuant to Section
      14.04;
      or

     

    (b)  the
      Company shall authorize the granting to the holders of all or substantially
      all
      of its Common Stock of rights or warrants to subscribe for or purchase any
      share
      of any class or any other rights or warrants; or

     

    (c)  of
      any
      reclassification or reorganization of the Common Stock of the Company (other
      than a subdivision or combination of its outstanding Common Stock, or a change
      in par value, or from par value to no par value, or from no par value to par
      value), or of any consolidation or merger to which the Company is a party and
      for which approval of any stockholders of the Company is required, or of the
      sale or transfer of all or substantially all of the assets of the Company or
      any
      of its significant subsidiaries; or

     

    (d)  of
      the
      voluntary or involuntary dissolution, liquidation or winding up of the Company
      or any of its significant subsidiaries;

     

    then,
      in
      each case, the Company shall cause to be filed with the Trustee and the
      Conversion Agent and to be mailed to each Holder of Securities at such Holder’s
      address appearing on the list of Security holders provided for in Section
      3.06
      of this
      Indenture, as promptly as practicable but in any event at least 15 days prior
      to
      the applicable date hereinafter specified, a notice stating (x) the date on
      which a record is to be taken for the purpose of such dividend, distribution
      or
      rights or warrants, or, if a record is not to be taken, the date as of which
      the
      holders of Common Stock of record to be entitled to such dividend, distribution
      or rights are to be determined, or (y) the date on which such reclassification,
      consolidation, merger, sale, transfer, dissolution, liquidation or winding
      up is
      expected to become effective or occur, and the date as of which it is expected
      that holders of Common Stock of record shall be entitled to exchange their
      Common Stock for securities or other property deliverable upon such
      reclassification, consolidation, merger, sale, transfer, dissolution,
      liquidation or winding up. Failure to give such notice, or any defect therein,
      shall not affect the legality or validity of such dividend, distribution,
      reclassification, consolidation, merger, sale, transfer, dissolution,
      liquidation or winding up.

     

    Section
      14.13  Company
      Determination Final.
      Any
      determination that the Company or its Board of Directors must make pursuant
      to
      this Article XIV shall be conclusive if made in good faith and in accordance
      with the provisions of this Article XIV, absent manifest error, and set forth
      in
      a Board Resolution.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      




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

     

    
      	 	
              JDS
                UNIPHASE CORPORATION

            
	 	 
	 	 
	 	 
	 	
              By:       

            
	 	
              Name: 

              Title: 

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

            
	 	 
	 	 
	 	 
	 	
              By:       

            
	 	
              Name: 

              Title: 

            
	 	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      A

    


    


    


     

    The
      following table sets forth the number of Additional Shares to be received per
      $1,000 Principal Amount of Securities pursuant to Section 14.05 of this
      Indenture:

    


     

    
      	
              Stock
                Price 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Effective
                Date

            	
               

              $3.03
                

               

            	
               

              $4.00
                

               

            	
               

              $5.00
                

               

            	
               

              $6.00
                

               

            	
               

              $7.00
                

               

            	
               

              $8.00
                

               

            	
               

              $9.00
                

               

            	
               

              $10.00
                

               

            	
               

              $11.00
                

               

            	
               

              $12.00
                

               

            	
               

              $13.00
                

               

            	
               

              $14.00
                

               

            	
               

              $15.00
                

               

            	
               

              $16.00
                

               

            
	
               

              May
                15, 2006

            	
               

              66.0066

               

            	
               

              41.0971

               

            	
               

              27.8126

               

            	
               

              20.1833

               

            	
               

              15.4117

               

            	
               

              12.2350

               

            	
               

              10.0166

               

            	
               

              8.4055

               

            	
               

              7.1972

               

            	
               

              6.2663

               

            	
               

              5.5326

               

            	
               

              4.9431

               

            	
               

              4.4613

               

            	
               

              4.0620

               

            
	
               

              May
                15, 2007

            	
               

              66.0066

               

            	
               

              41.3641

               

            	
               

              27.3140

               

            	
               

              19.4009

               

            	
               

              14.5469

               

            	
               

              11.3741

               

            	
               

              9.1936

               

            	
               

              7.6347

               

            	
               

              6.4823

               

            	
               

              5.6062

               

            	
               

              4.9239

               

            	
               

              4.3815

               

            	
               

              3.9423

               

            	
               

              3.5813

               

            
	
               

              May
                15, 2008

            	
               

              66.0066

               

            	
               

              41.2031

               

            	
               

              26.3610

               

            	
               

              18.2098

               

            	
               

              13.3332

               

            	
               

              10.2221

               

            	
               

              8.1307

               

            	
               

              6.6669

               

            	
               

              5.6052

               

            	
               

              4.8116

               

            	
               

              4.2028

               

            	
               

              3.7250

               

            	
               

              3.3427

               

            	
               

              3.0313

               

            
	
               

              May
                15, 2009

            	
               

              66.0066

               

            	
               

              40.3569

               

            	
               

              24.7554

               

            	
               

              16.4739

               

            	
               

              11.6862

               

            	
               

              8.7309

               

            	
               

              6.8066

               

            	
               

              5.4968

               

            	
               

              4.5707

               

            	
               

              3.8943

               

            	
               

              3.3852

               

            	
               

              2.9925

               

            	
               

              2.6825

               

            	
               

              2.4327

               

            
	
               

              May
                15, 2010

            	
               

              66.0066

               

            	
               

              38.4871

               

            	
               

              22.2410

               

            	
               

              14.0314

               

            	
               

              9.5196

               

            	
               

              6.8663

               

            	
               

              5.2166

               

            	
               

              4.1390

               

            	
               

              3.4040

               

            	
               

              2.8831

               

            	
               

              2.5010

               

            	
               

              2.2122

               

            	
               

              1.9876

               

            	
               

              1.8080

               

            
	
               

              May
                15, 2011

            	
               

              66.0066

               

            	
               

              34.7639

               

            	
               

              18.0880

               

            	
               

              10.3713

               

            	
               

              6.5109

               

            	
               

              4.4410

               

            	
               

              3.2608

               

            	
               

              2.5461

               

            	
               

              2.0876

               

            	
               

              1.7777

               

            	
               

              1.5577

               

            	
               

              1.3946

               

            	
               

              1.2683

               

            	
               

              1.1676

               

            
	
               

              May
                15, 2012

            	
               

              66.0066

               

            	
               

              27.0494

               

            	
               

              10.9708

               

            	
               

              5.0196

               

            	
               

              2.6987

               

            	
               

              1.7241

               

            	
               

              1.2715

               

            	
               

              1.0342

               

            	
               

              0.8926

               

            	
               

              0.7968

               

            	
               

              0.7258

               

            	
               

              0.6694

               

            	
               

              0.6225

               

            	
               

              0.5825

               

            
	
               

              May
                15, 2013

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            	
               

              0.0000

               

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A

    


    


    Form
      of
      Certificate to Be Delivered

    in
      Connection with Transfers

    Pursuant
      to Regulation S

    


    


    _______________,
      ____

    


    


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

    101
      Barclay Street 

    Floor
      8
      West

    New
      York,
      NY 10286

    Attention:
      Corporate Trust Administration

    Fax:
      (212) 815-5915 or (212) 815-5917

    


    
      	 	
              Re:

            	
              JDS
                Uniphase Corporation (the “Company”)

            


    

     

    1.00%
      Senior Convertible Notes due 2026 (the “Notes”)

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed sale of $ aggregate Principal Amount of the Notes,
      we confirm that such sale has been effected pursuant to and in accordance with
      Regulation S under the United States Securities Act of 1933, as amended (the
      “Securities
      Act”),
      and,
      accordingly, we represent that:

     

    1. the
      offer
      of the Notes was not made to a Person in the United States;

     

    2. either
      (a) at the time the buy offer was originated, the transferee was outside the
      United States or we and any Person acting on our behalf reasonably believed
      that
      the transferee was outside the United States, or (b) the transaction was
      executed in, on or through the facilities of a designated off-shore securities
      market and neither we nor any Person acting on our behalf knows that the
      transaction has been pre-arranged with a buyer in the United
      States;

     

    3. no
      directed selling efforts have been made in the United States in contravention
      of
      the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable
      (or applicable successor rules);

     

    4. the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Securities Act and the conditions of Rule 903(b) or 904(b)
      of Regulation S, as applicable (or applicable successor rules) have been
      satisfied; and

     

    5. we
      have
      advised the transferee of the transfer restrictions applicable to the
      Notes.

     

    You
      and
      the Company are entitled to rely upon this letter and are irrevocably authorized
      to produce this letter or a copy hereof to any interested party, in any
      administrative or legal proceedings or official inquiry with respect to the
      matters covered hereby. Terms used in this certificate have the meanings set
      forth in Regulation S.

     

    Very
      truly yours,

     

    [Name
      of
      Transferor]

     

    By:      

    Authorized
      Signature 

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      B

    


    


    Form
      of
      Fundamental Change Repurchase Notice

    


    


    _______________,
      ____

    


    


    


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

    Floor
      21
      West

    101
      Barclay Street 

    New
      York,
      NY 10286

    Attention:
      Corporate Trust Trustee Administration

    Fax:
      (212) 815-5915 or (212) 815-5917

    


    


    
      	 	
              Re:

            	
              JDS
                Uniphase Corporation (the “Company”)

            


    

    1.00%
      Senior Convertible Notes due
      2026      

    


    This
      is a
      Fundamental Change Repurchase Notice as defined in Section
      13.01
      of the
      Indenture dated as of May 17, 2006 (the “Indenture”)
      between the Company and The Bank of New York Trust Company, N.A., as Trustee.
      Terms used but not defined herein shall have the meanings ascribed to them
      in
      the Indenture.

     

    Certificate
      No(s). of Securities:  _____________________________

     

    I
      intend
      to deliver the following aggregate Principal Amount of Securities for purchase
      by the Company pursuant to Section
      13.01
      of the
      Indenture (in multiples of $1,000):

     

    $__________________________________

     

    I
      hereby
      agree that the Securities will be purchased as of the Fundamental Change
      Repurchase Date pursuant to the terms and conditions thereof and of the
      Indenture.

     

    


    


    Signed:       

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    EXHIBIT
      C

    


    THE
      COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      OR
      ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN
      THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS
      EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT
      UNTIL THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY
      EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
      PROVISION), (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK
      EVIDENCED HEREBY EXCEPT (A) TO JDS UNIPHASE CORPORATION OR TO ANY SUBSIDIARY
      THEREOF, (B) INSIDE THE UNITED STATES TO A “QUALIFIED
      INSTITUTIONAL BUYER”
(AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A,
      (C)
      OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
      ACT,
      (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
      THE
      SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO A REGISTRATION STATEMENT
      WHICH
      HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO
      BE
      EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO SUCH TRANSFER (OTHER
      THAN
      A TRANSFER PURSUANT TO CLAUSE 1(E) ABOVE, IT WILL FURNISH TO CHEMICAL TRUST
      COMPANY OF CALIFORNIA, AS STOCK TRANSFER AGENT (OR SUCCESSOR TRANSFER AGENT,
      AS
      APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT
      MAY
      REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
      AN
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND (3) IT WILL DELIVER TO EACH PERSON TO
      WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
      PURSUANT TO CLAUSE 1(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
      LEGEND. IF THE PROPOSED TRANSFEREE IS A PURCHASER WHO IS NOT A U.S. PERSON,
      THE
      HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO CHEMICAL TRUST COMPANY OF
      CALIFORNIA, AS STOCK TRANSFER AGENT (OR SUCCESSOR TRANSFER AGENT, AS APPLICABLE)
      SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY
      REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
      FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
      THE
      SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER
      OF
      THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE 1(E) ABOVE OR UPON ANY
      TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY AFTER THE EXPIRATION OF THE
      HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE
      144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN,
      THE TERMS “UNITED
      STATES”
AND
      “U.S.
      PERSON”
HAVE
      THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Certain
      Sections of this Indenture relating to

    Sections
      310 through 318 of the

    Trust
      Indenture Act of 1939:

    


    


    
      	
              Trust
                Indenture 

              Act
                Section

            	 	
              Indenture
                

              Section

            
	
               

              §
                310 (a)(1)

            	 	
               

              6.09

            
	
              (a)(2)

            	 	
              6.09

            
	
              (a)(3)

            	 	
              Not
                Applicable

            
	
              (a)(4)

            	 	
              Not
                Applicable

            
	
              (b)

            	 	
              6.08

            
	 	 	
              6.10

            
	
              §
                311 (a)

            	 	
              6.13

            
	
              (b)

            	 	
              6.13

            
	
              §
                312 (a)

            	 	
              10.08

            
	 	 	
              7.01(a)

            
	
              (b)

            	 	
              7.01(b)

            
	
              (c)

            	 	
              7.01(c)

            
	
              §
                313 (a)

            	 	
              7.02(a)

            
	
              (b)

            	 	
              7.02(a)

            
	
              (c)

            	 	
              7.02(a)

            
	
              (d)

            	 	
              7.02(b)

            
	
              §
                314 (a)

            	 	
              10.09

            
	
              (b)

            	 	
              Not
                Applicable

            
	
              (c)(1)

            	 	
              1.02

            
	
              (c)(2)

            	 	
              1.02

            
	
              (c)(3)

            	 	
              Not
                Applicable

            
	
              (d)

            	 	
              Not
                Applicable

            
	
              (e)

            	 	
              1.02

            
	
              §
                315 (a)

            	 	
              6.01

            
	
              (b)

            	 	
              6.02

            
	
              (c)

            	 	
              6.01

            
	
              (d)

            	 	
              6.01

            
	
              (e)

            	 	
              5.14

            
	
              §
                316 (a)(1)(A)

            	 	
              5.12

            
	
              (a)(1)(B)

            	 	
              5.13

            
	
              (a)(2)

            	 	
              Not
                Applicable

            
	
              (b)

            	 	
              5.08

            
	
              (c)

            	 	
              1.04(c)

            
	
              §
                317 (a)(1)

            	 	
              5.03

            
	
              (a)(2)

            	 	
              5.05

            
	
              (b)

            	 	
              10.03

            
	
              §
                318 (a)

            	 	
              1.07

            


    

    _________________

    Note:
      This reconciliation and tie shall not, for any purpose, be deemed to be a part
      of this Indenture.