<PAGE>

                                                                     Exhibit 4.2

                                                                  EXECUTION COPY

                                   ----------

                               CANADIAN SOLAR INC.

                                       And

                              THE BANK OF NEW YORK,
                                   as Trustee

                                   ----------

                                    INDENTURE

                                   Dated as of

                                December 10, 2007

                                   ----------

                     6.0% Convertible Senior Notes due 2017

                                   ----------

<PAGE>

                             CROSS REFERENCE TABLE*

*NOTE: This Cross Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.

<TABLE>
<CAPTION>
Trust Indenture Act Section   Indenture Section
<S>                           <C>
Section 310(a)(1)             6.09
(a)(2)                        6.09
(a)(3)                        Not Applicable
(a)(4)                        Not Applicable
(a)(5)                        6.09
(b)                           6.08; 6.10; 6.11
(c)                           Not Applicable
Section 311(a)                6.13
(b)                           6.13
Section 312(a)                4.01; 4.02
(b)                           4.02(a)
(c)                           4.02(b)
Section 313(a)                4.03
(b)                           4.03
(c)                           4.03
(d)                           4.03(a)
Section 314(a)                4.04
(b)                           Not Applicable
(c)(1)                        13.05
(c)(2)                        13.05
(c)(3)                        Not Applicable
(d)                           Not Applicable
(e)                           13.05
Section 315(a)                6.01
(b)                           5.08
(c)                           6.01
(d)                           6.01
(e)                           5.09
Section 316(a)                7.01
(a)(1)(A)                     7.01; 5.01
(a)(1)(B)                     5.07
(a)(2)                        Not Applicable
(b)                           5.04
(c)                           7.01
Section 317(a)(1)             5.03; 5.02; 5.05
(a)(2)                        5.02
(b)                           6.05; 11.01
Section 318(a)                13.07
(c)                           13.07
</TABLE>


                                       -i-

<PAGE>

                                TABLE OF CONTENTS

                                   ----------

<TABLE>
<S>                                                                           <C>
ARTICLE 1 Definitions......................................................    1
  Section 1.01  Definitions................................................    1
ARTICLE 2 Issue, Description, Execution, Registration  And Exchange Of
          Securities.......................................................   10
  Section 2.01  Designation Amount And Issue Of Securities.................   10
  Section 2.02  Form of Securities.........................................   10
  Section 2.03  Date And Denomination Of Securities; Payments Of
                Interest...................................................   11
  Section 2.04  Execution of Securities....................................   13
  Section 2.05  Exchange and Registration of Transfer of Securities;
                Restrictions on Transfer...................................   13
  Section 2.06  Mutilated, Destroyed, Lost or Stolen Securities............   18
  Section 2.07  Temporary Securities.......................................   19
  Section 2.08  Cancellation of Securities.................................   19
  Section 2.09  CUSIP Numbers..............................................   19
ARTICLE 3 Particular Covenants Of The Company..............................   20
  Section 3.01  Payment of Principal, Premium and Interest.................   20
  Section 3.02  Maintenance of Office or Agency............................   20
  Section 3.03  Appointments to Fill Vacancies in Trustee's Office.........   20
  Section 3.04  Provisions as to Paying Agent..............................   20
  Section 3.05  Existence..................................................   21
  Section 3.06  Maintenance of Properties..................................   22
  Section 3.07  Payment of Taxes and Other Claims..........................   22
  Section 3.08  Rule 144A Information Requirement..........................   22
  Section 3.09  Stay, Extension and Usury Laws.............................   22
  Section 3.10  Compliance Certificate.....................................   23
  Section 3.11  Additional Interest Notice.................................   23
  Section 3.12  Reports....................................................   23
ARTICLE 4 Securityholders' Lists And Reports  By The Company And The
          Trustee.........................................................    24
  Section 4.01  Securityholders' Lists....................................    24
  Section 4.02  Preservation And Disclosure Of Lists......................    24
  Section 4.03  Reports By Trustee........................................    24
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<S>                                                                           <C>
  Section 4.04  Reports by Company.........................................   25
ARTICLE 5 Remedies Of The Trustee And Securityholders On An Event Of
          Default..........................................................   25
  Section 5.01  Events Of Default..........................................   25
  Section 5.02  Payments of Securities on Default; Suit Therefor...........   27
  Section 5.03  Application of Monies Collected By Trustee.................   29
  Section 5.04  Proceedings by Securityholders.............................   29
  Section 5.05  Proceedings By Trustee.....................................   30
  Section 5.06  Remedies Cumulative And Continuing.........................   30
  Section 5.07  Direction of Proceedings and Waiver of Defaults By
                Majority of Securityholders................................   31
  Section 5.08  Notice of Defaults.........................................   31
  Section 5.09  Undertaking To Pay Costs...................................   31
ARTICLE 6 The Trustee......................................................   32
  Section 6.01  Duties and Responsibilities of Trustee.....................   32
  Section 6.02  Reliance on Documents, Opinions, Etc.......................   33
  Section 6.03  No Responsibility For Recitals, Etc........................   35
  Section 6.04  Trustee, Paying Agents, Conversion Agents or Registrar
                May Own Securities.........................................   35
  Section 6.05  Monies to Be Held in Trust.................................   35
  Section 6.06  Compensation and Expenses of Trustee; Indemnity for
                Trustee....................................................   35
  Section 6.07  Officers' Certificate As Evidence..........................   36
  Section 6.08  Conflicting Interests of Trustee...........................   36
  Section 6.09  Eligibility of Trustee.....................................   36
  Section 6.10  Resignation or Removal of Trustee..........................   36
  Section 6.11  Acceptance by Successor Trustee............................   38
  Section 6.12  Succession By Merger.......................................   38
  Section 6.13  Preferential Collection of Claims..........................   39
  Section 6.14  Trustee's Application For Instructions From The Company....   39
ARTICLE 7 The Securityholders..............................................   39
  Section 7.01  Action By Securityholders..................................   39
  Section 7.02  Proof of Execution by Securityholders......................   39
  Section 7.03  Who Are Deemed Absolute Owners.............................   40
  Section 7.04  Company-owned Securities Disregarded.......................   40
</TABLE>


                                      -iii-

<PAGE>

<TABLE>
<S>                                                                           <C>
  Section 7.05  Revocation Of Consents, Future Holders Bound...............   40
ARTICLE 8 Meetings Of Securityholders......................................   41
  Section 8.01  Purpose Of Meetings........................................   41
  Section 8.02  Call Of Meetings By Trustee................................   41
  Section 8.03  Call Of Meetings By Company Or Securityholders.............   41
  Section 8.04  Qualifications For Voting..................................   42
  Section 8.05  Regulations................................................   42
  Section 8.06  Voting.....................................................   42
  Section 8.07  No Delay Of Rights By Meeting..............................   43
ARTICLE 9 Supplemental Indentures..........................................   43
  Section 9.01  Supplemental Indentures Without Consent of
                Securityholders............................................   43
  Section 9.02  Supplemental Indenture With Consent Of Securityholders.....   45
  Section 9.03  Effect Of Supplemental Indenture...........................   46
  Section 9.04  Notation On Securities.....................................   46
  Section 9.05  Evidence Of Compliance Of Supplemental Indenture To Be
                Furnished To Trustee.......................................   46
ARTICLE 10 Consolidation, Merger, Sale, Conveyance And Lease...............   46
  Section 10.01 Company May Consolidate On Certain Terms...................   46
  Section 10.02 Successor To Be Substituted................................   47
  Section 10.03 Officers' Certificate and Opinion Of Counsel To Be Given
                To Trustee.................................................   48
ARTICLE 11 Satisfaction And Discharge Of Indenture.........................   48
  Section 11.01 Discharge Of Indenture.....................................   48
  Section 11.02 Deposited Monies To Be Held In Trust By Trustee............   48
  Section 11.03 Paying Agent To Repay Monies Held..........................   49
  Section 11.04 Return Of Unclaimed Monies.................................   49
  Section 11.05 Reinstatement..............................................   49
ARTICLE 12 Immunity Of Incorporators, Stockholders, Officers And
           Directors.......................................................   49
  Section 12.01  Indenture And Securities Solely Corporate Obligations.....   49
ARTICLE 13 General Provisions..............................................   50
  Section 13.01 Provisions Binding On Company's Successors.................   50
  Section 13.02 Official Acts By Successor Corporation.....................   50
  Section 13.03 Addresses For Notices, Etc.................................   50
</TABLE>


                                      -iv-

<PAGE>

<TABLE>
<S>                                                                           <C>
  Section 13.04 Governing Law..............................................   50
  Section 13.05 Evidence Of Compliance With Conditions Precedent,
                Certificates To Trustee....................................   51
  Section 13.06 Legal Holidays.............................................   51
  Section 13.07 Trust Indenture Act........................................   51
  Section 13.08 No Security Interest Created...............................   52
  Section 13.09 Benefits Of Indenture......................................   52
  Section 13.10 Table Of Contents, Headings, Etc...........................   52
  Section 13.11 Authenticating Agent.......................................   52
  Section 13.12 Execution In Counterparts..................................   53
  Section 13.13 Severability...............................................   53
  Section 13.14 Currency Indemnity.........................................   53
  Section 13.15 Submission to Jurisdiction, Etc............................   53
  Section 13.16 Waiver of Immunity.........................................   54
  Section 13.17 Judgment Currency..........................................   54
ARTICLE 14 Redemption And Repurchase Of Securities.........................   55
  Section 14.01 Redemption of Securities...................................   55
  Section 14.02 Notice of Optional Redemption; Selection of Securities.....   55
  Section 14.03 Payment of Securities Called For Redemption by the
                Company....................................................   57
  Section 14.04 Conversion Arrangement on Call for Redemption..............   57
  Section 14.05 Requirement of Offer to Purchase Upon a Fundamental
                Change.....................................................   58
  Section 14.06 Securities Repurchased in Part.............................   61
  Section 14.07 Repayment to the Company...................................   61
  Section 14.08 Repurchase of Securities at Option of the Holder on
                Specified Dates............................................   61
  Section 14.09 Redemption For Tax Reasons.................................   64
ARTICLE 15 Conversion Of Securities........................................   66
  Section 15.01 Right To Convert...........................................   66
  Section 15.02 Exercise Of Conversion Privilege; Issuance Of Common
                Shares On Conversion; No Adjustment For Interest Or
                Dividends..................................................   66
  Section 15.03 Net Share Settlement Election..............................   68
  Section 15.04 Net Share Settlement Notices...............................   69
</TABLE>


                                       -v-

<PAGE>

<TABLE>
<S>                                                                           <C>
  Section 15.05 Cash Payments in Lieu of Fractional Shares.................   69
  Section 15.06 Conversion Rate............................................   70
  Section 15.07 Adjustment Of Conversion Rate..............................   70
  Section 15.08 Effect Of Reclassification, Consolidation, Merger or
                Sale.......................................................   78
  Section 15.09 Taxes On Shares Issued. Additional Amounts.................   79
  Section 15.10 Reservation of Shares, Shares to Be Fully Paid; Compliance
                With Governmental Requirements; Listing of Common
                Shares.....................................................   81
  Section 15.11 Responsibility Of Trustee..................................   82
  Section 15.12 Notice To Holders Prior To Certain Actions.................   82
  Section 15.13 Adjustment to Conversion Rate upon Occurrence of a
                Fundamental Change.........................................   83
  Section 15.14 Transfer Restrictions......................................   85
</TABLE>

                                      -vi-


<PAGE>

                                    INDENTURE

     INDENTURE dated as of December 10, 2007 between Canadian Solar Inc., a
Canadian corporation (hereinafter called the "Company"), having its principal
office at No. 199 Lushan Road, Suzhou New District, Suzhou, Jiangsu 215129,
People's Republic of China, and The Bank of New York, a New York banking
corporation, as trustee hereunder (hereinafter called the "Trustee").

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its 6.0% Convertible Senior Notes due 2017 (the "Securities") and,
to provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.01 Definitions. The terms defined in this Section 1.01 (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture that are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in the Trust Indenture Act (as defined
herein) and in the Securities Act (as defined herein) as in force at the date of
the execution of this Indenture. The words "herein", "hereof", "hereunder" and
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other Subdivision. The terms defined in this
Article include the plural as well as the singular.

     "Additional Amounts" has the meaning specified in Section 15.09.

     "Additional Common Shares" has the meaning specified in Section 15.13.

<PAGE>

     "Additional Interest" has the meaning given the term "Additional Interest
Amount" in Section 2(e) of the Registration Rights Agreement.

     "Additional Securities" means any Securities (other than the Initial
Securities) issued pursuant to this Indenture in accordance with Section 2.01
hereof, as part of the same series and with the same CUSIP number as the Initial
Securities.

     "Agent Members" has the meaning specified in Section 2.05(a).

     "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 or cause the direction of 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.

     "Affiliated Entities" means Dr. Shawn Qu and his estates, spouses,
ancestors and lineal descendants (and spouses thereof), the legal
representatives of any of the foregoing, and the trustee of any bona fide trust
of which one or more of the foregoing are sole beneficiaries or the grantors, or
any Person of which any of the forgoing, individually or collectively,
beneficially own voting securities representing at least a majority of the total
voting power of all classes of share capital of such Person (exclusive of any
matters as to which class voting rights exist).

     "Board of Directors" means the Board of Directors of the Company or a
committee of such Board duly authorized to act for it hereunder.

     "Business Day" means any day except a Saturday, Sunday or legal holiday on
which The Federal Reserve Bank of New York is authorized or obligated by law,
regulation or executive order to close.

     "Cash Settlement Averaging Period" means (a) with respect to any Conversion
Date occurring on or after the 12th Scheduled Trading Day immediately preceding
the Maturity Date, Redemption Date, Repurchase Date or Fundamental Change
Purchase Date, the ten (10) consecutive Trading Day period beginning on, and
including, the 12th Scheduled Trading Day immediately preceding such date,
subject to any extension due to a Market Disruption Event and (b) in all other
cases, the ten (10) consecutive Trading Day period beginning on, and including,
the third Trading Day immediately following the relevant Conversion Date.

     "Change in Control" means the occurrence of any of the following
transactions:

          (i) a "person" or "group" within the meaning of Section l3(d)(3) of
the Exchange Act 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 "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of
Common Shares representing more than 50% of the voting power of the Common
Shares entitled to vote generally in the election of the Board


                                       -2-

<PAGE>

of Directors, but with respect to Dr. Shawn Qu and his Affiliated Entities,
representing more than 60%; or

          (ii) the first day on which a majority of the members of the Board of
Directors does not consist of Continuing Directors; or

          (iii) a consolidation, merger or binding share exchange (other than
any such transaction (a) that does not result in any reclassification,
conversions, exchange or cancellation of outstanding Common Shares, and (b)
pursuant to which holders of the Common Shares immediately before the
transaction have the entitlement to exercise, directly or indirectly, 50% or
more of the total voting power of all Common Shares entitled to vote generally
in elections of the Board of Directors of the continuing or surviving or
successor Person immediately after giving effect to such issuance), or any
conveyance, transfer, sale, lease or other disposition of all or substantially
all of our properties and assets to another Person; or

          (iv) the Company's shareholders approve any plan or proposal for the
Company's liquidation.

     Notwithstanding the foregoing, in the case of a consolidation or merger, it
will not constitute a Change in Control if at least 90% of the consideration for
the Common Shares (excluding cash payments for fractional shares and cash
payments made in respect of dissenters' appraisal rights and cash payment of the
required cash payment, if any) in the consolidation or merger constituting the
Change in Control consists of securities traded on a United States national
securities exchange, or which will be so traded when issued or exchanged in
connection with the Change in Control, and as a result of such consolidation or
merger the securities become convertible solely into such securities.

     "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 Indenture 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 Share Price" has the meaning specified in Section 15.13.

     "Common Shares" means any shares of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and that is not subject to redemption by the Company. Subject to the provisions
of Section 15.08, however, shares issuable on conversion of Securities shall
include only shares of the class designated as common shares of the Company at
the date of this Indenture (namely, the Common Shares, no par value) or shares
of any class or classes resulting from any reclassification or reclassifications
thereof and that have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and that are not subject to redemption by the Company;
provided that if at any time there shall be more than one such resulting class,
the shares of each such class then so issuable on conversion shall be
substantially in the proportion that the total number of shares of such class
resulting from all


                                       -3-

<PAGE>

such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

     "Company" means the corporation named as the "Company" in the preamble to
this Indenture, and, subject to the provisions of Article 10 and Section 15.08,
shall include its successors and assigns.

     "Company Order" has the meaning specified in Section 2.01.

     "Continuing Directors" means as of any date of determination, any
individual who on the date of this Indenture was a member of the Board of
Directors, together with any directors whose election, or, solely to fill the
vacancy of a Continuing Director, appointment by the Board of Directors or whose
nomination for election by the Company's shareholders is duly approved by the
vote of a majority of the directors on the Board of Directors (or such lesser
number comprising a majority of a nominating committee 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)
then still in office who were either directors on the date of this Indenture or
whose election, appointment (in the case of a vacancy of a Continuing Director),
or nomination for election was previously approved by a majority of the
Continuing Directors, either by specific vote or by approval of the proxy
statement issued by the Company in which such individual is named as a nominee
for director.

     "Conversion Date" means the Business Day on which the holder satisfies all
of the requirements set forth in Section 15.02.

     "Conversion Notice" has the meaning specified in Section 15.02.

     "Conversion Price" as of any date shall equal $1,000 divided by the
Conversion Rate as of such date.

     "Conversion Rate" has the meaning specified in Section 15.06.

     "Conversion Value" means the product of (a) the Conversion Rate multiplied
by (b) the average of the Volume Weighted Average Price per Common Share on each
of the Trading Days during the applicable Cash Settlement Averaging Period. The
"Conversion Rate," as such term is used in the immediately preceding sentence,
shall be appropriately adjusted to take into account the occurrence on or before
the relevant Trading Day in the applicable Cash Settlement Averaging Period of
any event that would require an adjustment to the applicable Conversion Rate
pursuant to Section 15.07 of this Indenture.

     "Corporate Trust Office" or other similar term, means the designated office
of the Trustee at which at any particular time its corporate trust business as
it relates to this Indenture shall be administered, which office is, at the date
as of which this Indenture is dated, located at The Bank of New York, 101
Barclay Street, Floor 4 East, New York, New York 10286, Fax No. (212) 815-5802
or (212) 815-5803, Attn: Global Trust Services (Canadian Solar Inc. - 6.0%
Convertible Senior Notes due 2017), with a copy to: The Bank of New York, 12/F
Three Pacific


                                       -4-

<PAGE>

Place, 1 Queen's Road East, Hong Kong, Fax No. (852) 2295-3283, Attn: Global
Corporate Trust.

     "Custodian" means The Bank of New York, as custodian with respect to the
Securities in global form, or any successor entity thereto.

     "Daily Common Share Amount" means, for each Trading Day of the Cash
Settlement Averaging Period and each $1,000 principal amount of Securities
surrendered for conversion, a number of Common Shares (but in no event less than
zero) determined pursuant to the following formula:

    ( volume weighted average price        conversion rate )        specified
    (    per common share on such     x   in effect on the )   -       cash
    (          trading day                 conversion date )          amount
    -------------------------------------------------------------------------
     volume weighted average price per common share on such   x   10
                           trading day

The "Conversion Rate in effect on the Conversion Date," as such term is used in
the formula set forth above, shall be appropriately adjusted to take into
account the occurrence on or before the relevant Trading Day of any event that
would require an adjustment to the applicable Conversion Rate pursuant to
Section 15.07 of this Indenture.

     "Defaulted Interest" has the meaning specified in Section 2.03.

     "Depositary" means, the clearing agency registered under the Exchange Act
that is designated to act as the Depositary for the Global Securities. The
Depository Trust Company shall be the initial Depositary, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "Depositary" shall mean or include such
successor.

     "Effective Date" has the meaning specified in Section 15.13.

     "Event of Default" means any event specified in Section 5.01 as an Event of
Default.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.

     "Ex-Dividend Date" means, with respect to any distribution on Common
Shares, the first day on which the Common Shares trade on the applicable
exchange, or in the applicable market, regular way, without the right to receive
such distribution.

     "Fundamental Change" shall mean the occurrence of a Change in Control.

     "Fundamental Change Expiration Time" has the meaning specified in Section
14.05(b).

     "Fundamental Change Notice" has the meaning specified in Section 14.05(b).

     "Fundamental Change Purchase Date" has the meaning specified in Section
14.05.


                                       -5-

<PAGE>

     "Fundamental Change Purchase Notice" has the meaning specified in Section
14.05(b).

     "Global Security" has the meaning specified in Section 2.02.

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

     "Ineligible Consideration" has the meaning specified in Section 15.08.

     "Initial Purchaser" means Piper Jaffray & Co.

     "Initial Securities" means securities in an aggregate principal amount of
$75,000,000 initially issued under this Indenture.

     "Interest" means, when used with reference to the Securities, any interest
payable under the terms of the Securities, including Additional Interest, if
any, payable under the terms of the Registration Rights Agreement and any
Additional Amounts.

     "Last Reported Sale Price" of the Common Shares on any date means the
closing sale price per share (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
on the Nasdaq Global Market or other principal United States securities exchange
on which Common Shares are traded or, if the Common Shares are not listed for
trading on a United States national or regional securities exchange on the
relevant date, the "Last Reported Sale Price" of the Common Shares will be the
last quoted bid price for the Common Shares in the over-the-counter market on
the relevant date as reported by the National Quotation Bureau or similar
organization. If the Common Shares are not so quoted, the "Last Reported Sale
Price" of the Common Shares will be the average of the mid-point of the last bid
and ask prices for the Common Shares on the relevant date from each of at least
three U.S. nationally recognized independent investment banking firms selected
by us for this purpose. The Last Reported Sale Price shall be determined without
reference to extended or after hours trading.

     "Market Disruption Event" means the occurrence or existence for more than
one-half hour period in the aggregate on any Trading Day for the Company's
Common Shares 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 Company's Common Shares or in any options, contracts or future
contracts relating solely to the Company's Common Shares, and such suspension or
limitation occurs or exists at any time before 1:00 p.m. (New York City time) on
such day.

     "Maturity Date" means December 15, 2017.

     "Notice of Election" has the meaning specified in Section 14.09.

     "Officers' Certificate", when used with respect to the Company, means a
certificate signed by the Chairman of the Board, the Chief Executive Officer,
the Chief Financial Officer or any Vice President (whether or not designated by
a number or numbers or word or words added


                                       -6-

<PAGE>

before or after the title "Vice President") and the Treasurer or any Assistant
Treasurer or the Secretary or Assistant Secretary of the Company.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company, which opinion shall be
reasonably acceptable to the Trustee.

     "Outstanding", when used with reference to Securities and subject to the
provisions of Section 7.04, means, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except:

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

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

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

     (d) Securities converted into either Common Shares, cash, or a combination
of cash and Common Shares pursuant to Article 15 and Securities deemed not
outstanding pursuant to Article 14.

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

     "PORTAL Market" means the PORTAL Market operated by The Nasdaq Stock
Market, Inc. or any successor thereto.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security that it replaces.

     "Prescribed Securities" has the meaning specified in Section 15.08.

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

     "Registration Rights Agreement" means the Registration Rights Agreement
dated as of December 10, 2007 between the Company and the Initial Purchaser, as
amended from time to time in accordance with its terms.


                                       -7-

<PAGE>

     "Relevant Taxing Jurisdiction" means any jurisdiction in which the Company
or any successor are organized or resident for tax purposes or through which
payment is made (or any political subdivision or taxing authority thereof or
therein).

     "Repurchase Date" has the meaning specified in Section 14.08(a).

     "Responsible Officer" shall mean, when used with respect to the Trustee,
any officer in the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such person's knowledge of and familiarity with
the particular subject.

     "Restricted Securities" has the meaning specified in Section 2.05(a).

     "Restricted Securities Legend" means the legend labeled as such and that is
set forth in Exhibit A hereto.

     "Rights" has the meaning specified in Section 15.07(b).

     "Rights Plan" has the meaning specified in Section 15.07(b).

     "Rule 144" means Rule 144 as promulgated under the Securities Act.

     "Rule 144A" means Rule 144A as promulgated under the Securities Act.

     "Scheduled Trading Day" means a day that is scheduled to be a Trading Day.

     "Securities" has the meaning specified in the preamble to this Indenture.
The Initial Securities and the Additional Securities shall be treated as a
single class and have the same CUSIP number for purposes of this Indenture.

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

     "Security Register" has the meaning specified in Section 2.05.

     "Security Registrar" has the meaning specified in Section 2.05.

     "Securityholder" or "holder" as applied to any Security, or other similar
terms, means any Person in whose name at the time a particular Security is
registered on the Security Registrar's books.

     "Significant Subsidiary" means a Subsidiary of the Company (or any
successor) which, at the time of determination, either (a) had assets which, as
of the date of the Company's (or such successor's) most recent quarterly
consolidated balance sheet, constituted at least 10% of the Company's (or such
successor's) total assets on a consolidated basis as of such date or (b) had
revenues for the 12-month period ending on the date of the Company's (or such
successor's) most recent quarterly consolidated statement of income which
constituted at least 10% of the


                                       -8-

<PAGE>

Company's (or such successor's) total revenues on a consolidated basis for such
period; provided that CSI Solartronics (Changshu) Ltd., CSI Solar Manufacture
Inc., CSI Solar Technologies Inc., CSI Central Solar Power Co., Ltd., CSI
Solarchip International Co., Ltd. and Changshu CSI Advanced Solar Inc., and any
of their respective successors shall at all times be Significant Subsidiaries.

     "Spin-Off" has the meaning specified in Section 15.07(c).

     "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).

     "Tax Redemption Date" has the meaning specified in Section 15.09.

     "Tax Redemption Price" has the meaning specified in Section 15.09.

     "Trading Day" means a day during which (i) there is no Market Disruption
Event and (ii) the Nasdaq Global Market, or if the Company's Common Shares are
not listed on the Nasdaq Global Market, the principal U.S. securities exchange
on which the Company's Common Shares are listed, is open for trading or if the
Company's Common Shares are not admitted for trading or quotation on or by any
exchange, bureau or other organization referred to in the definition of Last
Reported Sale Price (excluding the third sentence of that definition), "trading
day" will mean any Business Day.

     "Trigger Event" has the meaning specified in Section 15.07(c).

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as
it was in force at the date of this Indenture, except as provided in Section
9.03 and Section 15.08; provided that if the Trust Indenture Act of 1939 is
amended after the date hereof, the term "Trust Indenture Act" shall mean, to the
extent required by such amendment, the Trust Indenture Act of 1939 as so
amended.

     "Trustee" means The Bank of New York and its successors and any corporation
resulting from or surviving any consolidation or merger to which it or its
successors may be a party and any successor trustee at the time serving as
successor trustee hereunder.

     "Volume Weighted Average Price" per Common Share on any Trading Day means
such price as displayed on Bloomberg (or any successor service) page CSIQ
(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. If such price is not available, the Volume Weighted
Average Price means the market value per Common


                                       -9-

<PAGE>

Share on such day as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.

                                    ARTICLE 2
                   ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                           AND EXCHANGE OF SECURITIES

     Section 2.01 Designation Amount And Issue Of Securities. The Securities
shall be designated as "6.0% Convertible Senior Notes due 2017."

     The Trustee shall authenticate and make available for delivery Initial
Securities for original issue in the aggregate principal amount of up to
$75,000,000 upon receipt of a written order or orders of the Company signed by
two Officers of the Company (a "Company Order"). The Company Order shall specify
the amount of Securities to be authenticated, shall provide that all such
Securities will be represented by a Restricted Global Security and the date on
which each original issue of Securities is to be authenticated. The aggregate
principal amount of Initial Securities outstanding at any time may not exceed
$75,000,000 except as provided in Section 2.06. The Company may, from time to
time after the execution of this Indenture, execute and deliver to the Trustee
for authentication Additional Securities, and the Trustee shall thereupon
authenticate and deliver said Additional Securities to or upon the written order
of the Company, without any further action by the Company hereunder; provided
however that the Company may issue Additional Securities only if: (1) such
Additional Securities and Initial Securities are treated as part of the same
issue of debt instruments for purposes of U.S. federal income tax laws; (2) such
Additional Securities shall have the same CUSIP number as the Initial
Securities; and (3) the Trustee receives an Officers' Certificate and an Opinion
of Counsel to the effect that such issuance of Additional Securities complies
with the provisions of this Indenture, including each provision of this
paragraph.

     Section 2.02 Form of Securities. The Securities and the Trustee's
certificate of authentication to be borne by such Securities shall be
substantially in the form set forth in Exhibit A. The terms and provisions
contained in the form of Security attached as Exhibit A hereto shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

     Any of the Securities may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required by the Custodian, the Depositary or by The
Nasdaq Stock Market, Inc. in order for the Securities to be tradable in the
PORTAL Market or as may be required for the Securities to be tradable on any
other market developed for trading of securities pursuant to Rule 144A or as may
be required to comply with any applicable law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any securities exchange
or automated quotation system on which the Securities may be listed, or to
conform to usage, or to indicate any special limitations or restrictions to
which any particular Securities are subject.


                                      -10-

<PAGE>

     So long as the Securities are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 1.1(1), all of the Securities will be represented by one or more
Securities in global form registered in the name of the Depositary or the
nominee of the Depositary (a "Global Security"). The transfer and exchange of
beneficial interests in any such Global Security shall be effected through the
Depositary in accordance with this Indenture and the applicable procedures of
the Depositary. Except as provided in Section 1.1(1), beneficial owners of a
Global Security shall not be entitled to have certificates registered in their
names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered holders of such
Global Security (other than in an enforcement by such owner of a beneficial
interest to exchange such beneficial interest for Securities in certificated
form).

     Any Global Security shall represent such of the outstanding Securities as
shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Securities from time to time endorsed thereon
and that the aggregate amount of outstanding Securities represented thereby may
from time to time be increased or reduced to reflect redemptions, repurchases,
conversions, transfers or exchanges permitted hereby or to reflect the increase
in the principal amount of the Securities permitted by Section 2.01. Any
endorsement of a Global Security to reflect the amount of any increase or
decrease in the amount of outstanding Securities represented thereby shall be
made by the Trustee or the Custodian, at the direction of the Trustee, in such
manner and upon instructions given by the holder of such Global Securities in
accordance with this Indenture. Payment of principal of and Interest and
premium, if any, on any Global Security shall be made to the holder of such
Security.

     Section 2.03 Date And Denomination Of Securities; Payments Of Interest. The
Securities shall be issuable in registered form without coupons in denominations
of $1,000 principal amount and multiples thereof. Each Security shall be dated
the date of its authentication and shall bear Interest from the date specified
on the face of the form of Security attached as Exhibit A hereto. Interest on
the Securities shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.

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

     Notwithstanding the foregoing, if any Security (or portion thereof) is
converted into Common Shares during the period after a record date for the
payment of Interest to, but excluding, the opening of business on the next
succeeding interest payment date, holders of such Security at the close of
business on the record date shall receive Interest payable on such Security (or
portion thereof) on the corresponding interest payment date notwithstanding the
conversion. Such Security (or portion thereof), upon surrender for conversion,
shall be


                                      -11-

<PAGE>

accompanied by funds equal to the amount of Interest payable on such Security so
converted; provided that no such payment shall be made (i) if the Company has
specified a redemption date that is after a record date but on or prior to the
next succeeding interest payment date, (ii) if the Company has specified a
Fundamental Change Purchase Date that is after a record date but on or prior to
the next succeeding interest payment date or (iii) to the extent of any overdue
Interest at the time of conversion with respect to such Security. Interest shall
be payable at the office or agency of the Company maintained by the Company for
such purposes in the Borough of Manhattan, City of New York, which shall
initially be an office or agency of The Bank of New York, having an office as of
the date of this Indenture at 101 Barclay Street, Floor 4 East, New York, New
York 10286, attention: Global Trust Services (Canadian Solar Inc. - 6.0%
Convertible Senior Notes due 2017). The Company shall pay Interest (i) on any
Securities in certificated form by check mailed to the address of the Person
entitled thereto as it appears in the Security Register (or upon written notice,
by wire transfer in immediately available funds, if such Person is entitled to
Interest on aggregate principal in excess of $5 million, which shall remain in
effect until such Person notifies, in writing, the Registrar to the contrary) or
(ii) on any Global Security by wire transfer of immediately available funds to
the account of the Depositary or its nominee. The term "record date" with
respect to any interest payment date shall mean the June 1 and December 1
preceding the applicable June 15 or December 15 interest payment date,
respectively.

     Notwithstanding the foregoing, any Interest on any Security which is
payable, but is not punctually paid or duly provided for, on any June 15 or
December 15 (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Securityholder on the relevant record date by virtue of his
having been such Securityholder, and such Defaulted Interest shall be paid by
the Company, at its election in each case, as provided in clause (1) or (2)
below:

     (1) 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 of the
proposed payment (which shall be not less than twenty-five (25) days after the
receipt by the Trustee of such notice, unless the Trustee shall consent to an
earlier date), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or 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
special record date for the payment of such Defaulted Interest which shall be
not more than fifteen (15) days and not less than ten (10) days prior to the
date of the proposed payment, and not less than ten (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 therefor to be mailed,
first-class postage prepaid, to each holder at his address as it appears in the
Security Register, not less than ten (10) days prior to such special record
date. Notice of the proposed payment of such Defaulted Interest and the special
record date therefor having been so


                                      -12-

<PAGE>

mailed, such Defaulted Interest shall be paid 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 (2) of this Section 2.03.

     (2) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
or automated quotation system on which the Securities may be listed or
designated for issuance, and upon such notice as may be required by such
exchange or automated quotation system, 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.

     Section 2.04 Execution of Securities. The Securities shall be signed in the
name and on behalf of the Company by the manual or facsimile signature of its
Chairman of the Board, Chief Executive Officer, Chief Financial Officer or any
Vice President (whether or not designated by a number or numbers or word or
words added before or after the title "Vice President") and attested by the
manual or facsimile signature of its Secretary or any of its Assistant
Secretaries or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "Vice President") or
its Treasurer or any of its Assistant Treasurers (which may be printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such
Securities as shall bear thereon a certificate of authentication substantially
in the form set forth on the form of Security attached as Exhibit A hereto,
manually executed by the Trustee (or an authenticating agent appointed by the
Trustee as provided by Section 13.11), shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee (or such an authenticating agent) upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture.

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

     Section 2.05 Exchange and Registration of Transfer of Securities;
Restrictions on Transfer. (1) The Company shall cause to be kept at the
Corporate Trust Office a register (the register maintained in such office and in
any other office or agency of the Company designated pursuant to Section 3.02
being herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
The Security Register shall be in written form or in any form capable of being
converted into written form within a reasonably prompt period of time. The
Trustee is hereby appointed "Security


                                      -13-

<PAGE>

Registrar" for the purpose of registering Securities and transfers of Securities
as herein provided. The Company may appoint one or more co-registrars in
accordance with Section 3.02.

     Upon surrender for registration of transfer of any Security to the Security
Registrar or any co-registrar, and satisfaction of the requirements for such
transfer set forth in this Section 2.05, 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 bearing such restrictive legends as may
be required by this Indenture.

     Securities may be exchanged for other Securities of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at any such office or agency maintained by the
Company pursuant to Section 3.02. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Securityholder making the exchange is entitled
to receive bearing registration numbers not contemporaneously outstanding.

     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.

     All Securities presented or surrendered for registration of transfer or for
exchange, redemption, repurchase or conversion shall (if so required by the
Company or the Security Registrar) be duly endorsed, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company, and the Securities shall be duly executed by the Securityholder thereof
or his attorney duly authorized in writing.

     No service charge shall be made to any holder for any registration of
transfer or exchange of Securities, but the Company may require payment by the
holder of a sum sufficient to cover any tax, assessment or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities.

     Neither the Company nor the Trustee nor any Security Registrar shall be
required to exchange or register a transfer of (a) any Securities or portions
thereof for a period of fifteen (15) days next preceding any selection of
Securities to be redeemed, (b) any Securities or portions thereof surrendered
for conversion pursuant to Article 15 or (c) any Securities or portions thereof
tendered for repurchase (and not withdrawn) pursuant to Article 14.

     (a) The following provisions shall apply only to Global Securities:

          (i) Each Global Security authenticated under this Indenture shall be
     registered in the name of the Depositary or a nominee thereof and delivered
     to such Depositary or a nominee thereof or Custodian therefor, and each
     such Global Security shall constitute a single Security for all purposes of
     this Indenture.

          (ii) Notwithstanding any other provision in this Indenture, no Global
     Security may be exchanged in whole or in part for Securities registered,
     and no transfer


                                      -14-

<PAGE>

     of a Global Security in whole or in part may be registered, in the name of
     any Person other than the Depositary or a nominee thereof unless (A) the
     Depositary (i) has notified the Company that it is unwilling or unable to
     continue as Depositary for such Global Security and a successor depositary
     has not been appointed by the Company within ninety (90) days or (ii) has
     ceased to be a clearing agency registered under the Exchange Act and no
     successor clearing agency has been appointed by the Company within 90 days,
     (B) an Event of Default has occurred and is continuing or (C) the Company,
     in its sole discretion, notifies the Trustee in writing that it no longer
     wishes to have all the Securities represented by Global Securities;
     provided that beneficial interests in a Global Security may be exchanged
     for definitive certificated Securities upon request by or on behalf of the
     Depositary in accordance with customary procedures. Any Global Security
     exchanged pursuant to clause (A) or (B) above shall be so exchanged in
     whole and not in part and any Global Security exchanged pursuant to clause
     (C) above may be exchanged in whole or from time to time in part as
     directed by the Company. Any Security issued in exchange for a Global
     Security or any portion thereof shall be a Global Security; provided that
     any such Security so issued that is registered in the name of a Person
     other than the Depositary or a nominee thereof shall not be a Global
     Security.

          (iii) Securities issued in exchange for a Global Security or any
     portion thereof pursuant to clause (ii) above shall be issued in
     definitive, fully registered form, without interest coupons, shall have an
     aggregate principal amount equal to that of such Global Security or portion
     thereof to be so exchanged, shall be registered in such names and be in
     such authorized denominations as the Depositary shall designate and shall
     bear any legends required hereunder. Any Global Security to be exchanged in
     whole shall be surrendered by the Depositary to the Trustee, as Security
     Registrar. With regard to any Global Security to be exchanged in part,
     either such Global Security shall be so surrendered for exchange or, if the
     Trustee is acting as Custodian for the Depositary or its nominee with
     respect to such Global Security, the principal amount thereof shall be
     reduced, by an amount equal to the portion thereof to be so exchanged, by
     means of an appropriate adjustment made on the records of the Trustee. Upon
     any such surrender or adjustment, the Trustee shall authenticate and make
     available for delivery the Security issuable on such exchange to or upon
     the written order of the Depositary or an authorized representative
     thereof.

          (iv) In the event of the occurrence of any of the events specified in
     clause (ii) above, the Company will promptly make available to the Trustee
     a reasonable supply of certificated Securities in definitive, fully
     registered form, without interest coupons.

          (v) Neither any members of, or participants in, the Depositary ("Agent
     Members") nor any other Persons on whose behalf Agent Members may act shall
     have any rights under this Indenture with respect to any Global Security
     registered in the name of the Depositary or any nominee thereof, and the
     Depositary or such nominee, as the case may be, may be treated by the
     Company, the Trustee and any agent of the Company or the Trustee as the
     absolute owner and holder of such Global Security for


                                      -15-

<PAGE>

     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 such nominee, as the case may
     be, or impair, as between the Depositary, its Agent Members and any other
     Person on whose behalf an Agent Member may act, the operation of customary
     practices of such Persons governing the exercise of the rights of a holder
     of any Security.

          (vi) At such time as all interests in a Global Security have been
     redeemed, repurchased, converted, canceled or exchanged for Securities in
     certificated form, such Global Security shall, upon receipt thereof, be
     canceled by the Trustee in accordance with standing procedures and
     instructions existing between the Depositary and the Custodian. At any time
     prior to such cancellation, if any interest in a Global Security is
     redeemed, repurchased, converted, canceled or exchanged for Securities in
     certificated form, the principal amount of such Global Security shall, in
     accordance with the standing procedures and instructions existing between
     the Depositary and the Custodian, be appropriately reduced, and an
     endorsement shall be made on such Global Security, by the Trustee or the
     Custodian, at the direction of the Trustee, to reflect such reduction.

     (b) The transfer restrictions set forth below shall apply to the
Securities, whether in the form of a Global Security or a Certificated Security.

     Until the date that is two years after the last original issue date of the
Securities, any certificate evidencing such Security (and all securities issued
in exchange therefor or in substitution thereof) and any share certificate
representing Common Shares issued upon conversion of any Security shall bear the
Restricted Securities Legend, unless (1) such Security or such Common Shares
have been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer) or pursuant to Rule 144 under the Securities Act or any
similar provision then in force, or such Common Shares have been issued upon
conversion of Securities that have been transferred pursuant to a registration
statement that has been declared effective under the Securities Act or pursuant
to Rule 144 under the Securities Act or any similar provision then in force, (2)
such Security or such Common Shares are eligible for resale pursuant to Rule
144(k) under the Securities Act (or any successor provision) as is in effect on
the date of transfer of such Security or (3) otherwise agreed by the Company in
writing, with written notice thereof to the Trustee.

     Every Security that bears or is required under this Section 2.05(b) to bear
the Restricted Securities Legend (the "Restricted Securities") shall be subject
to the restrictions on transfer set forth in this Section 2.05(b) (including
those set forth in the Restricted Securities Legend) unless such restrictions on
transfer shall be waived by written consent of the Company, and the holder of
each such Restricted Security, by such Securityholder's acceptance thereof,
agrees to be bound by all such restrictions on transfer. As used in this Section
2.05(b), the term "transfer" encompasses any sale, pledge, loan, transfer or
other disposition whatsoever of any Restricted Security or any interest therein.


                                      -16-

<PAGE>

     Any Security (or security issued in exchange or substitution therefor) as
to which such restrictions on transfer shall have expired in accordance with
their terms or as to conditions for removal of the Restricted Securities Legend
have been satisfied may, upon surrender of such Security for exchange to the
Security Registrar in accordance with the provisions of this Section 2.05, be
exchanged for a new Security or Securities, of like tenor and aggregate
principal amount, which shall not bear the Restricted Securities Legend. If the
Restricted Security surrendered for exchange is represented by a Global Security
bearing a Restricted Securities Legend, the principal amount of the Global
Security so legended shall be reduced by the appropriate principal amount and
the principal amount of a Global Security without the Restricted Securities
Legend shall be increased by an equal principal amount. If a Global Security
without the Restricted Securities Legend is not then outstanding, the Company
shall execute and the Trustee shall authenticate and deliver a Global Security
without the Restricted Securities Legend to the Depositary.

     Any such Common Shares as to which such restrictions on transfer shall have
expired in accordance with their terms or as to which the conditions for removal
of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such Common Shares for exchange in
accordance with the procedures of the transfer agent for the Common Shares, be
exchanged for a new certificate or certificates for a like number of Common
Shares, which shall not bear the Restricted Securities Legend.

     (c) Any Security or Common Shares issued upon the conversion of a Security
that is purchased or owned by the Company or any Subsidiary thereof may not be
resold by the Company or such Subsidiary unless registered under the Securities
Act or resold pursuant to an exemption from the registration requirements of the
Securities Act in a transaction which results in such Securities or Common
Shares, as the case may be, no longer being "restricted securities" (as defined
under Rule 144).

     (d) The Company shall use its best efforts to prevent any Affiliate who is
not a Subsidiary from reselling any Security or Common Shares issued upon the
conversion of a Security, except for the resale of such Securities or Common
Shares pursuant to an effective registration statement or resales of such
Securities or Common Shares to the Company or a Subsidiary.

     (e) The Trustee shall have no responsibility or obligation to any Agent
Members or any other Person with respect to the accuracy of the books or
records, or the acts or omissions, of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any Agent Member or other Person
(other than the Depositary) of any notice (including any notice of redemption or
repurchase) or the payment of any amount, under or with respect to such
Securities. All notices and communications to be given to the Securityholders
and all payments to be made to Securityholders under the Securities shall be
given or made only to or upon the order of the registered Securityholders (which
shall be the Depository or its nominee in the case of a Global Security). The
rights of beneficial owners in any Global Security shall be exercised only
through the Depositary subject to the customary procedures of the Depositary.
The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its Agent Members.


                                      -17-

<PAGE>

     The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Agent Members in any
Global Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     Section 2.06 Mutilated, Destroyed, Lost or Stolen Securities. In case any
Security shall become mutilated or be destroyed, lost or stolen, the Company in
its discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Security, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in lieu
of and in substitution for the Security so destroyed, lost or stolen. In every
case, the applicant for a substituted Security shall furnish to the Company, to
the Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or connected with such substitution, and,
in every case of destruction, loss or theft, the applicant shall also furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

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

     Every substitute Security issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any Security is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Securities duly issued hereunder. To the extent permitted by law, all Securities
shall be held and owned upon the


                                      -18-

<PAGE>

express condition that the foregoing provisions are exclusive with respect to
the replacement or payment or conversion or redemption or repurchase of
mutilated, destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment or
conversion or redemption or repurchase of negotiable instruments or other
securities without their surrender.

     Section 2.07 Temporary Securities. Pending the preparation of Securities in
certificated form, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon the written request of the Company,
authenticate and deliver temporary Securities (printed or lithographed).
Temporary Securities shall be issuable in any authorized denomination, and
substantially in the form of the Securities in certificated form, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every such temporary
Security shall be executed by the Company and authenticated by the Trustee or
such authenticating agent upon the same conditions and in substantially the same
manner, and with the same effect, as the Securities in certificated form.
Without unreasonable delay, the Company will execute and deliver to the Trustee
or such authenticating agent Securities in certificated form and thereupon any
or all temporary Securities may be surrendered in exchange therefor, at each
office or agency maintained by the Company pursuant to Section 3.02 and the
Trustee or such authenticating agent shall authenticate and make available for
delivery in exchange for such temporary Securities an equal aggregate principal
amount of Securities in certificated form. Such exchange shall be made by the
Company at its own expense and without any charge therefor. Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits
and subject to the same limitations under this Indenture as Securities in
certificated form authenticated and delivered hereunder.

     Section 2.08 Cancellation of Securities. All Securities surrendered for the
purpose of payment, redemption, repurchase, conversion, exchange or registration
of transfer shall, if surrendered to the Company or any paying agent or any
Security Registrar or any conversion agent, be surrendered to the Trustee and
promptly canceled by it, or, if surrendered to the Trustee, shall be promptly
canceled by it, and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of such canceled Securities in accordance with its customary
procedures. If the Company shall acquire any of the Securities, such acquisition
shall not operate as a redemption, repurchase or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     Section 2.09 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 of redemption or repurchases as a convenience to
Securityholders; 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 of a redemption or a repurchase and
that reliance may be placed only on the other identification numbers printed on
the Securities, and any such redemption or repurchase shall not be affected by
any defect in or omission of such


                                      -19-

<PAGE>

numbers. The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.

                                    ARTICLE 3
                       PARTICULAR COVENANTS OF THE COMPANY

     Section 3.01 Payment of Principal, Premium and Interest. The Company will
duly and punctually pay or cause to be paid the principal of and premium, if any
(including the redemption price upon redemption or the repurchase price upon
repurchase, in each case pursuant to Article 14), and Interest, on each of the
Securities at the places, at the respective times and in the manner provided
herein and in the Securities.

     Section 3.02 Maintenance of Office or Agency. The Company will maintain an
office or agency in the Borough of Manhattan, the City of New York, where the
Securities may be surrendered for registration of transfer or exchange or for
presentation for payment or for conversion, redemption or repurchase and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency not designated or appointed by the Trustee. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office.

     The Company may also from time to time designate co-registrars and one or
more offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations. The Company will give prompt written notice of any such
designation or rescission and of any change in the location of any such other
office or agency.

     The Company hereby initially designates the Trustee as paying agent,
Security Registrar, Custodian and conversion agent and the Corporate Trust
Office shall be considered as an office or agency of the Company for each of the
aforesaid purposes.

     Section 3.03 Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

     Section 3.04 Provisions as to Paying Agent. If the Company shall appoint a
paying agent other than the Trustee, or if the Trustee shall appoint such a
paying agent, the Company will cause such paying agent to execute and deliver to
the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section 3.04:

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


                                      -20-

<PAGE>

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

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

     The Company shall, at least one Business Day prior to each due date of the
principal of, premium, if any, or Interest on the Securities, deposit with the
paying agent a sum (in funds which are immediately available on the due date for
such payment) sufficient to pay such principal, premium, if any, or Interest,
and (unless such paying agent is the Trustee) the Company will promptly notify
the Trustee of any failure to take such action; provided that such deposit shall
be received by the paying agent no later than 10:00 a.m. New York City time, one
Business Day prior to such payment due date.

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

     (b) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any paying agent hereunder
as required by this Section 3.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any paying agent
to the Trustee, the Company or such paying agent shall be released from all
further liability with respect to such sums.

     (c) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 11.03 and 11.04.

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

     Section 3.05 Existence. Subject to Article 10, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its existence and rights (charter and statutory); provided that the Company
shall not be required to preserve any such right if the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Securityholders.


                                      -21-

<PAGE>

     Section 3.06 Maintenance of Properties. The Company will cause all
properties used or useful in the conduct of its business or the business of any
Significant Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as is consistent with the Company's past practice and is in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided that nothing in this Section 3.06 shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Securityholders.

     Section 3.07 Payment of Taxes and Other Claims. The Company will pay or
discharge, or cause to be paid or discharged, before the same may become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Significant Subsidiary or upon the income,
profits or property of the Company or any Significant Subsidiary, (ii) all
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon the property of the Company or any Significant Subsidiary
and (iii) all stamp taxes and other duties, if any, which may be imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance, transfer, exchange, conversion, redemption or repurchase of any
Securities or with respect to this Indenture other than pursuant to Section
2.06; provided that, in the case of clauses (i) and (ii), the Company shall not
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (A) if the failure to do so will not, in the
aggregate, have a material adverse impact on the Company and its Subsidiaries,
taken as a whole, or (B) if the amount, applicability or validity is being
contested in good faith by appropriate proceedings.

     Section 3.08 Rule 144A Information Requirement. Within the period prior to
the date that is two years after the last original issue date of the Securities,
the Company shall, during any period in which it is not subject to Section 13 or
15(d) under the Exchange Act, make available to any holder or beneficial holder
of Securities or any Common Shares issued upon conversion thereof which continue
to be Restricted Securities in connection with any sale thereof and any
prospective purchaser of Securities or such Common Shares designated by such
holder or beneficial holder, the information required pursuant to Rule
144A(d)(4) under the Securities Act upon the request of any holder or beneficial
holder of the Securities or such Common Shares and it will take such further
action as any holder or beneficial holder of such Securities or such Common
Shares may reasonably request, all to the extent required from time to time to
enable such holder or beneficial holder to sell its Securities or Common Shares
without registration under the Securities Act within the limitation of the
exemption provided by Rule 144A, as such Rule may be amended from time to time.
Upon the request of any holder or any beneficial holder of the Securities or
such Common Shares, the Company will deliver to such holder a written statement
as to whether it has complied with such requirements.

     Section 3.09 Stay, Extension and Usury Laws. The Company (to the extent
that it may lawfully do so) shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law which would


                                      -22-

<PAGE>

prohibit or forgive the Company from paying all or any portion of the principal
of, premium, if any, or Interest on the Securities as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture and the Company (to the extent it
may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

     Section 3.10 Compliance Certificate. The Company shall deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year
of the Company, a certificate signed by either the principal executive officer,
principal financial officer or principal accounting officer of the Company,
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and the status thereof of
which the signer may have knowledge.

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

     Any notice required to be given under this Section 3.10 shall be delivered
to a Responsible Officer of the Trustee at its Corporate Trust Office.

     Section 3.11 Additional Interest Notice. If the Company is required to pay
Additional Interest to holders of Securities pursuant to the Registration Rights
Agreement or Additional Amounts pursuant to Section 15.09 hereof, the Company
shall deliver to the Trustee an Officers' Certificate to that effect stating (i)
the amount of such Additional Interest or Additional Amounts that is payable,
(ii) the reason why such Additional Interest or Additional Amounts are payable
and (iii) the date on which such Additional Interest or Additional Amounts are
payable. Unless and until a Responsible Officer of the Trustee receives such an
Officers' Certificate, the Trustee may assume without inquiry that no Additional
Interest or Additional Amounts are payable. If the Company has paid Additional
Interest or Additional Amounts to the persons entitled to such amounts, the
Company shall deliver to the Trustee an Officers' Certificate setting forth the
particulars of such payment.

     Section 3.12 Reports

     (a) The Company shall file all reports and other information and documents
which it is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act, and within 15 days after it files them with the Commission,
the Company shall file copies of all such reports, information and other
documents with the Trustee; provided that any such reports, information and
documents filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval (or EDGAR) system shall be deemed to be filed with the
Trustee. The Company also shall comply with the provisions of the Trust
Indenture Act Section 314(a).


                                      -23-

<PAGE>

     (b) 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 and
Agents are entitled to rely exclusively on Officers' Certificates).

                                    ARTICLE 4
                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

     Section 4.01 Securityholders' Lists. The Company will furnish or cause to
be furnished to the Trustee, semiannually, not more than fifteen (15) days after
each June 1 or December 1 in each year beginning with June 1, 2008, and at such
other times as the Trustee may request in writing, within thirty (30) days after
receipt by the Company of any such request (or such lesser time as the Trustee
may reasonably request in order to enable it to timely provide any notice to be
provided by it hereunder), a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of Securities as of a date not
more than fifteen (15) days (or such other date as the Trustee may reasonably
request in order to so provide any such notices) prior to the time such
information is furnished, except that no such list need be furnished by the
Company to the Trustee so long as the Trustee is acting as the sole Security
Registrar.

     Section 4.02 Preservation And Disclosure Of Lists. The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Securities contained in the most
recent list furnished to it as provided in Section 4.01 or maintained by the
Trustee in its capacity as Security Registrar or co-registrar in respect of the
Securities, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 4.01 upon receipt of a new list so furnished.

     (a) The rights of Securityholders to communicate with other holders of
Securities 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.

     (b) Every Securityholder, 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 of Securities made pursuant to
the Trust Indenture Act.

     Section 4.03 Reports By Trustee. Within sixty (60) days after May 15 of
each year commencing with the year 2008 and for so long as any Notes remain
outstanding, the Trustee shall transmit to holders of Securities such reports
dated as of May 15 of the year in which such reports are made 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. In
the event that no events have occurred under the applicable sections of the
Trust Indenture Act the Trustee shall be under no duty or obligation to provide
such reports.

     A copy of such report shall, at the time of such transmission to holders of
Securities, be filed by the Trustee with each stock exchange and automated
quotation system upon which the


                                      -24-

<PAGE>

Securities are listed and with the Commission. The Company will promptly notify
the Trustee in writing when the Securities are listed on any stock exchange or
automated quotation system or delisted therefrom.

     Section 4.04 Reports by Company. The Company shall file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under
the Trust Indenture Act), and transmit to holders of Securities, 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 thereto, whether or not the Securities are governed by the
Trust Indenture 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 fifteen (15) days after the
same is so required to be filed with the Commission. 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 an Officers'
Certificate).

                                    ARTICLE 5
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                             ON AN EVENT OF DEFAULT

     Section 5.01 Events Of Default. If one or more of the following Events of
Default (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing:

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

     (b) default in the payment of the principal of or premium, if any, on any
of the Securities, including any Additional Amounts, as and when the same shall
become due and payable either at maturity or in connection with any redemption
or repurchase, by acceleration or otherwise, upon declaration or otherwise; or

     (c) default in the Company's obligation to provide an offer to purchase the
Securities in the form of a Fundamental Change Notice upon a Fundamental Change
as provided in Section 14.05; or

     (d) failure on the part of the Company duly to observe or perform any other
of the covenants or agreements on the part of the Company in the Securities or
in this Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section 5.01 specifically dealt
with) continued for a period of sixty (60) days after the date on which written
notice of such failure, requiring the Company to remedy the same, shall have
been given to the Company by the Trustee, or the Company and a Responsible
Officer of the


                                      -25-

<PAGE>

Trustee by the holders of at least twenty-five percent (25%) in aggregate
principal amount of the Securities at the time outstanding determined in
accordance with Section 7.04; or

     (e) failure by the Company or any of its Significant Subsidiaries to make
any payment of the principal or interest on any mortgage, agreement or other
instrument under which there may be outstanding, or by which there may be
secured or evidenced, any debt for money borrowed in excess of US$5 million (or
its equivalent in any other currency or currencies) in the aggregate of the
Company and/or any such Significant Subsidiary, whether such debt now exists or
shall hereafter be created, resulting in such debt becoming or being declared
due and payable, and such acceleration shall not have been rescinded or annulled
within 30 days after written notice of such acceleration has been received by
the Company or such Significant Subsidiary; or

     (f) failure by the Company to comply with its obligations to deliver Common
Shares, cash or a combination of cash and Common Shares upon conversion of the
Securities within the time period specified in Section 15.02; or

     (g) the Company or any of its Significant Subsidiaries shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to the Company or such Significant Subsidiary or its or
their debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Company or such
Significant Subsidiary or any substantial part of the property of the Company or
such Significant Subsidiary, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against the Company or such Significant
Subsidiary, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its or their debts as they become due; or

     (h) an involuntary case or other proceeding shall be commenced against the
Company or any of its Significant Subsidiaries seeking liquidation,
reorganization or other relief with respect to the Company or such Significant
Subsidiary or its or their debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company or such
Significant Subsidiary or any substantial part of the property of the Company or
such Significant Subsidiary, and such involuntary case or other proceeding shall
remain undismissed and unstayed for a period of sixty (60) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 5.01(g) or 5.01(h) with respect to the Company), unless the principal
of all of the Securities shall have already become due and payable, either the
Trustee or the holders of not less than twenty-five percent (25%) in aggregate
principal amount of the Securities then outstanding hereunder determined in
accordance with Section 7.04, by notice in writing to the Company (and to the
Trustee if given by Securityholders), may declare the principal of and premium,
if any, on all the Securities and the Interest accrued thereon to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities contained to the contrary notwithstanding. If an Event of Default
specified in Section 5.01(g) or 5.01(h) occurs with respect to the Company, the
principal of all the Securities and the Interest accrued thereon shall


                                      -26-

<PAGE>

be immediately and automatically due and payable without necessity of further
action. This provision, however, is subject to the conditions that if, at any
time after the principal of the Securities shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of Interest upon all Securities and the principal of and premium,
if any, on any and all Securities which shall have become due otherwise than by
acceleration (with interest on overdue installments of Interest (to the extent
that payment of such interest is enforceable under applicable law) and on such
principal and premium, if any, at the rate borne by the Securities, to the date
of such payment or deposit) and amounts due to the Trustee pursuant to Section
6.06, and if any and all defaults under this Indenture, other than the
nonpayment of principal of and premium, if any, and accrued Interest on
Securities which shall have become due by acceleration, shall have been cured or
waived pursuant to Section 5.07, then and in every such case the holders of a
majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and to the Trustee, may waive all defaults or
Events of Default and rescind and annul such declaration and its consequences;
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or Event of Default, or shall impair any right consequent
thereon. The Company shall notify in writing a Responsible Officer of the
Trustee, promptly upon becoming aware thereof, of any Event of Default.

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

     Section 5.02 Payments of Securities on Default; Suit Therefor. The Company
covenants that in case default shall be made in the payment of (a) any
installment of Interest upon any of the Securities as and when the same shall
become due and payable, and such default shall have continued for a period of
thirty (30) days, or (b) the payment of the principal of or premium, if any, on
any of the Securities as and when the same shall have become due and payable,
whether at maturity of the Securities or in connection with any redemption or
repurchase, by or under this Indenture, by declaration (subject to Section 5.01)
or otherwise, then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Securities, the whole amount that
then shall have become due and payable on all such Securities for principal and
premium, if any, or Interest, as the case may be, with interest upon the overdue
principal and premium, if any, and (to the extent that payment of such interest
is enforceable under applicable law) upon the overdue installments of Interest
at the rate set forth in the Securities for overdue payments of principal and
Interest and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other amounts due the
Trustee under Section 6.06. Until such demand by the Trustee, the Company may
pay the principal of and premium, if any, and Interest on the Securities to the
registered holders, whether or not the Securities are overdue.


                                      -27-

<PAGE>

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

     If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Securities under Title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Securities, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 5.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and Interest owing and unpaid in respect of the
Securities, and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and of the Securityholders allowed in such
judicial proceedings relative to the Company or any other obligor on the
Securities, its or their creditors, or its or their property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute the same after the deduction of any amounts due the Trustee
under Section 6.06, and to take any other action with respect to such claims,
including participating as a member of any official committee of creditors, as
it reasonably deems necessary or advisable, and, unless prohibited by law or
applicable regulations, any receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, custodian or similar official is hereby authorized
by each of the Securityholders to make such payments to the Trustee, and, if the
Trustee shall consent to the making of such payments directly to the
Securityholders, to first pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including counsel fees and
expenses incurred by it up to the date of such distribution. To the extent that
such payment of reasonable compensation, expenses, advances and disbursements
out of the estate in any such proceedings shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, monies, securities and other property which
the holders of the Securities may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable


                                      -28-

<PAGE>

compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the holders of the Securities.

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

     Section 5.03 Application of Monies Collected By Trustee. Any monies
collected by the Trustee pursuant to this Article 5 shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Securities, and stamping
thereon 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 6.06;

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

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

     FOURTH: To the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto.

     Section 5.04 Proceedings by Securityholders. No holder of any Security
shall have any right by virtue of or by reference to any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture, or for the appointment of a
receiver, trustee, liquidator, custodian or other similar official, or for any
other remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than twenty-five
percent (25%) in aggregate principal amount of the Securities then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable security or indemnity as it may require against the
costs, expenses and


                                      -29-

<PAGE>

liabilities to be incurred therein or thereby, and the Trustee for sixty (60)
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.07; it being understood and intended, and being
expressly covenanted by the taker and holder of every Security with every other
taker and holder and the Trustee, that no one or more holders of Securities
shall have any right in any manner whatever by virtue of or by reference to any
provision of this Indenture to affect, disturb or prejudice the rights of any
other holder of Securities, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Securities (except as otherwise provided
herein). For the protection and enforcement of this Section 5.04, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Notwithstanding any other provision of this Indenture and any provision of
any Security, the right of any holder of any Security to receive payment of the
principal of and premium, if any (including the redemption price upon redemption
or any repurchase price pursuant to Article 14), and accrued Interest on such
Security, on or after the respective due dates expressed in such Security or in
the event of redemption, or to institute suit for the enforcement of any such
payment on or after such respective dates against the Company shall not be
impaired or affected without the consent of such holder.

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

     Section 5.05 Proceedings By Trustee. If an Event of Default has occurred
and is continuing, the Trustee may, in its discretion, proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as are necessary to protect and enforce any of such rights, either
by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

     Section 5.06 Remedies Cumulative And Continuing. Except as provided in
Section 2.06, all powers and remedies given by this Article 5 to the Trustee or
to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any holder of any of the Securities to exercise any right
or power accruing upon any default or Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or any acquiescence therein, and, subject to the
provisions of Section 5.04, every power and remedy given by this Article 5 or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.


                                      -30-

<PAGE>

     Section 5.07 Direction of Proceedings and Waiver of Defaults By Majority of
Securityholders. The holders of a majority in aggregate principal amount of the
Securities at the time outstanding determined in accordance with Section 7.04
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided that (a) such direction shall not be in
conflict with any rule of law or with this Indenture, (b) the Trustee may take
any other action which is not inconsistent with such direction, (c) the Trustee
may decline to take any action that (i) would benefit some Securityholder to the
detriment of other Securityholders; or (ii) for which the Trustee has not
received indemnity satisfactory to it, and (d) the Trustee may decline to take
any action that would involve the Trustee in personal liability. The holders of
a majority in aggregate principal amount of the Securities at the time
outstanding determined in accordance with Section 7.04 may, on behalf of the
holders of all of the Securities, waive any past default or Event of Default
hereunder and its consequences except (i) a default in the payment of Interest
or premium, if any, on, or the principal of, the Securities, (ii) a failure by
the Company to convert any Securities into Common Shares, cash or a combination
of cash and Common Shares, (iii) a default in the payment of the redemption
price pursuant to Article 14, (iv) a default in the payment of any repurchase
price pursuant to Article 14 or (v) a default in respect of a covenant or
provisions hereof which under Article 9 cannot be modified or amended without
the consent of the holders of each or all Securities then outstanding or
affected thereby. Upon any such waiver, the Company, the Trustee and the holders
of the Securities shall be restored to their former positions and rights
hereunder; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by this Section
5.07, said default or Event of Default shall for all purposes of the Securities
and this Indenture be deemed to have been cured and to be not continuing; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.

     Section 5.08 Notice of Defaults. The Trustee shall, within ninety (90)
days after a Responsible Officer of the Trustee receives written notice of the
occurrence of a default, mail to all Securityholders, as the names and addresses
of such holders appear upon the Security Register, notice of all defaults known
to a Responsible Officer, unless such defaults shall have been cured or waived
before the giving of such notice; provided that except in the case of default in
the payment of the principal of, or premium, if any, or Interest on any of the
Securities, the Trustee shall be protected in withholding such notice if and so
long as a trust committee of Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders.

     Section 5.09 Undertaking To Pay Costs. All parties to this Indenture
agree, and each holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may, in its discretion, require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this
Section



                                      -31-

<PAGE>

5.09 (to the extent permitted by law) shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than ten percent in principal
amount of the Securities at the time outstanding determined in accordance with
Section 7.04, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or premium, if any, or Interest
on any Security on or after the due date expressed in such Security or to any
suit for the enforcement of the right to convert any Security in accordance with
the provisions of Article 15.

                                    ARTICLE 6
                                   THE TRUSTEE

     Section 6.01 Duties and Responsibilities of Trustee. The Trustee, prior to
the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

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

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

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

          (ii) in the absence of bad faith and willful misconduct on the part of
     the Trustee, the Trustee may conclusively rely as to the truth of the
     statements and the correctness of the opinions expressed therein, upon any
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but, in the case of any such certificates
     or opinions which by any provisions hereof are specifically required to be
     furnished to the Trustee, the Trustee shall be under a duty to examine the
     same to determine whether or not they conform to the requirements of this
     Indenture;

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

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the written direction
of the holders of not less than a


                                      -32-

<PAGE>

majority in principal amount of the Securities at the time outstanding
determined as provided in Section 7.04 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture;

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

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

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

     (g) the Trustee shall not be deemed to have knowledge of any Event of
Default hereunder unless it shall have been notified in writing, which shall
include a reference to this Indenture, of such Event of Default by the Company
or the holders of at least 10% in aggregate principal amount of the Securities.

     (h) the Trustee shall not be liable if prevented or delayed in performing
any of its duties by reason of any present or future law applicable to it, by
any governmental or regulatory authority or by any circumstances beyond its
control.

     (i) under no circumstances will the Trustee be liable to the Company or any
other party to this Indenture for any consequential loss (being loss of
business, goodwill, opportunity or profit) or any special or punitive damages of
any kind whatsoever; in each case however caused or arising and whether or not
foreseeable, even if advised of the possibility of such loss or damage.

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

     Section 6.02 Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 6.01:

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


                                      -33-

<PAGE>

     (b) any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the Company;

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

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

     (e) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, Security or
other paper or document, but the Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

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

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

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

     (i) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and their titles and specimen
signatures 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

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


                                      -34-

<PAGE>

     Section 6.03 No Responsibility For Recitals, Etc. The recitals contained
herein and in the Securities (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of any Securities or the proceeds of any Securities authenticated
and delivered by the Trustee in conformity with the provisions of this
Indenture.

     Section 6.04 Trustee, Paying Agents, Conversion Agents or Registrar May Own
Securities. The Trustee, any paying agent, any conversion agent or Security
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not Trustee,
paying agent, conversion agent or Security Registrar.

     Section 6.05 Monies to Be Held in Trust. Subject to the provisions of
Section 11.04, all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received. Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
may be agreed in writing from time to time by the Company and the Trustee.

     Section 6.06 Compensation and Expenses of Trustee; Indemnity for Trustee.
The Company covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, such compensation for all services rendered by
it hereunder in any capacity (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) as mutually
agreed to from time to time in writing between the Company and the Trustee in
writing, and the Company will pay or reimburse the Trustee upon its request for
all expenses, disbursements and advances properly incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the compensation and the expenses and disbursements of its counsel and of all
Persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence, willful misconduct, recklessness or
bad faith. The Company also covenants to indemnify the Trustee and any
predecessor Trustee (or any officer, director or employee of the Trustee), in
any capacity under this Indenture and its agents and any authenticating agent or
by anyone appointed by it or to whom any of its functions may be delegated by it
in the carrying out of its functions in the fulfillment of its obligations under
this Indenture, for, and to hold them harmless against, any and all loss,
liability, damage, claim or expense including taxes (other than taxes based on
the income of the Trustee) incurred without negligence, willful misconduct,
recklessness or bad faith on the part of the Trustee or such officers,
directors, employees and agent or authenticating agent, as the case may be, and
arising out of or in connection with the acceptance or administration of this
trust or in any other capacity hereunder, including the costs and expenses of
defending themselves against any claim (whether asserted by the Company, any
holder or any other Person) of liability in connection with the exercise or
performance of any of its or their powers or duties. The obligations of the
Company under this Section 6.06 to compensate or indemnify the Trustee and to
pay or reimburse the Trustee for expenses, disbursements and advances shall be
secured by a lien prior to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the holders of particular Securities.


                                      -35-

<PAGE>

The obligation of the Company under this Section shall survive the satisfaction
and discharge of this Indenture and the resignation and/or removal of the
Trustee in any capacity hereunder.

     When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 5.01(g) or (h)
with respect to the Company occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
bankruptcy, insolvency or similar laws.

     Section 6.07 Officers' Certificate As Evidence. Except as otherwise
provided in Section 6.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

     Section 6.08 Conflicting Interests of Trustee. If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Trustee shall (i) eliminate such interest within 90 days after ascertaining
that it has such conflicting interest, (ii) apply to the Commission for
permission to continue as trustee or (iii) resign, in each case 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 Eligibility of Trustee. 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 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least
$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 6.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     Section 6.10 Resignation or Removal of Trustee.

     (a) The Trustee may at any time resign by giving written notice of such
resignation to the Company and to the holders of Securities. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment sixty (60) days after the mailing of
such notice of resignation to the Securityholders, the resigning Trustee may,
upon ten (10) Business Days' notice to the Company and the Securityholders,
appoint a successor identified in such notice or may petition, at the expense of
the Company, any court of competent jurisdiction for the appointment of a
successor trustee, or, if any Securityholder who has been a bona fide holder of
a Security or Securities for at least six (6) months may, subject to the
provisions of Section 5.09,


                                      -36-

<PAGE>

on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

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

          (i) the Trustee shall fail to comply with Section 6.08 after written
     request therefor by the Company or by any Securityholder who has been a
     bona fide holder of a Security or Securities for at least six (6) months;
     or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 6.09 and shall fail to resign after written request
     therefor by the Company or by any such Securityholder; or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 5.09, any Securityholder who has been a bona fide holder
of a Security or Securities for at least six (6) months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee; provided that if no successor Trustee shall have been appointed and
have accepted appointment sixty (60) days after either the Company or the
Securityholders has removed the Trustee, or the Trustee resigns, the Trustee so
removed may petition, at the expense of the Company, any court of competent
jurisdiction for an appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

     (c) The holders of a majority in aggregate principal amount of the
Securities at the time outstanding may at any time remove the Trustee and
nominate a successor trustee which shall be deemed appointed as successor
trustee unless, within ten (10) days after notice to the Company of such
nomination, the Company objects thereto, in which case the Trustee so removed or
any Securityholder, or if such Trustee so removed or any Securityholder fails to
act, the Company, upon the terms and conditions and otherwise as provided in
Section 6.10(a), may petition any court of competent jurisdiction for an
appointment of a successor trustee.

     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

     (e) Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 6.06 shall continue for the
benefit of the retiring Trustee.


                                      -37-

<PAGE>

     Section 6.11 Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 6.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it pursuant to the provisions of Section
6.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by
such trustee as such, except for funds held in trust for the benefit of holders
of particular Securities, to secure any amounts then due it pursuant to the
provisions of Section 6.06.

     No successor trustee shall accept appointment as provided in this Section
6.11 unless, at the time of such acceptance, such successor trustee shall be
qualified under the provisions of Section 6.08 and be eligible under the
provisions of Section 6.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 6.11, the Company (or the former trustee, at the written direction of
the Company) shall mail or cause to be mailed notice of the succession of such
trustee hereunder to the holders of Securities at their addresses as they shall
appear on the Security Register. If the Company fails to mail such notice within
ten (10) days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

     Section 6.12 Succession By Merger. Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee (including any trust created
by this Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, such
corporation shall be qualified under the provisions of Section 6.08 and eligible
under the provisions of Section 6.09.

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


                                      -38-

<PAGE>

authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

     Section 6.13 Preferential Collection of Claims. 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 the claims against the Company (or any
such other obligor).

     Section 6.14 Trustee's Application For Instructions From The Company. Any
application by the Trustee for written instructions from the Company (other than
with regard to any action proposed to be taken or omitted to be taken by the
Trustee that affects the rights of the holders of the Securities under this
Indenture) may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three (3) Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Trustee shall have received
written instructions in response to such application specifying the action to be
taken or omitted.

                                    ARTICLE 7
                               THE SECURITYHOLDERS

     Section 7.01 Action By Securityholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Securities may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action, the holders
of such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by
Securityholders in person or by agent or proxy appointed in writing, or (b) by
the record of the holders of Securities voting in favor thereof at any meeting
of Securityholders duly called and held in accordance with the provisions of
Article 8, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Securityholders. Whenever the Company or the
Trustee solicits the taking of any action by the holders of the Securities, the
Company or the Trustee may fix in advance of such solicitation, a date as the
record date for determining holders entitled to take such action. The record
date shall be not more than fifteen (15) days prior to the date of commencement
of solicitation of such action.

     Section 7.02 Proof of Execution by Securityholders. Subject to the
provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any
instrument by a Securityholder or its agent or proxy shall be sufficient if made
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be proved by the registry of such Securities or by a
certificate of the Security Registrar.


                                      -39-

<PAGE>

     The record of any Securityholders' meeting shall be proved in the manner
provided in Section 8.06.

     Section 7.03 Who Are Deemed Absolute Owners. The Company, the Trustee, any
paying agent, any conversion agent and any Security Registrar may deem the
Person in whose name such Security shall be registered upon the Security
Register to be, and may treat it as, the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon made by any Person other than the Company
or any Security Registrar) for the purpose of receiving payment of or on account
of the principal of, premium, if any, and Interest on such Security, for
conversion of such Security and for all other purposes; and neither the Company
nor the Trustee nor any paying agent nor any conversion agent nor any Security
Registrar shall be affected by any notice to the contrary. All such payments so
made to any holder for the time being, or upon his order, shall be valid, and,
to the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for monies payable upon any such Security.

     Section 7.04 Company-owned Securities Disregarded. In determining whether
the holders of the requisite aggregate principal amount of Securities have
concurred in any direction, consent, waiver or other action under this
Indenture, Securities which are owned by the Company or any other obligor on the
Securities or any Affiliate of the Company or any other obligor on the
Securities shall be disregarded and deemed not to be outstanding for the purpose
of any such determination; provided that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, consent, waiver
or other action, only Securities which a Responsible Officer knows are so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as outstanding for the purposes of this Section 7.04 if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Securities and that the pledgee is not the Company, any other
obligor on the Securities or any Affiliate of the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Company to be owned or held by or for the account of any of the above
described Persons, and, subject to Section 6.01, the Trustee shall be entitled
to accept such Officers' Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are outstanding
for the purpose of any such determination.

     Section 7.05 Revocation Of Consents, Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
7.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Securities specified in this Indenture in connection
with such action, any holder of a Security which is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee at its Corporate Trust Office and
upon proof of holding as provided in Section 7.02, revoke such action so far as
concerns such Security. Except as aforesaid, any such action taken by the holder
of any Security shall be conclusive and binding upon such holder and upon all
future holders and owners of such Security and of any Securities


                                      -40-

<PAGE>

issued in exchange or substitution therefor, irrespective of whether any
notation in regard thereto is made upon such Security or any Security issued in
exchange or substitution therefor.

                                    ARTICLE 8
                           MEETINGS OF SECURITYHOLDERS

     Section 8.01 Purpose Of Meetings. A meeting of Securityholders may be
called at any time and from time to time pursuant to the provisions of this
Article 8 for any of the following purposes:

     (1) to give any notice to the Company or to the Trustee or to give any
directions to the Trustee permitted under this Indenture, or to consent to the
waiving of any default or Event of Default hereunder and its consequences, or to
take any other action authorized to be taken by Securityholders pursuant to any
of the provisions of Article 5;

     (2) to remove the Trustee and nominate a successor trustee pursuant to the
provisions of Article 6;

     (3) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 9.02; or

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

     Section 8.02 Call Of Meetings By Trustee. The Trustee may at any time call
a meeting of Securityholders at the expense of the Company to take any action
specified in Section 8.01, to be held at such time and at such place as the
Trustee shall determine. Notice of every meeting of the Securityholders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting and the establishment of any record date
pursuant to Section 7.01, shall be mailed to holders of Securities at their
addresses as they shall appear on the Security Register. Such notice shall also
be mailed to the Company. Such notices shall be mailed not less than twenty (20)
nor more than ninety (90) days prior to the date fixed for the meeting.

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

     Section 8.03 Call Of Meetings By Company Or Securityholders. In case at any
time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent (10%) in aggregate principal amount of the
Securities then outstanding, shall have requested the Trustee to call a meeting
of Securityholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within twenty (20) days after receipt of such
request, then the Company or such


                                      -41-

<PAGE>

Securityholders may determine the time and the place for such meeting and may
call such meeting to take any action authorized in Section 8.01, by mailing
notice thereof as provided in Section 8.02.

     Section 8.04 Qualifications For Voting. To be entitled to vote at any
meeting of Securityholders a person shall (a) be a holder of one or more
Securities on the record date pertaining to such meeting or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more
Securities on the record date pertaining to such meeting. The only persons who
shall be entitled to be present or to speak at any meeting of Securityholders
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

     Section 8.05 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the holders of a majority
in principal amount of the Securities represented at the meeting and entitled to
vote at the meeting.

     Subject to the provisions of Section 7.04, at any meeting each
Securityholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Securities held or represented by him; provided that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not outstanding and ruled by the chairman of the meeting to be not outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
Securities held by him or instruments in writing as aforesaid duly designating
him as the proxy to vote on behalf of other Securityholders. Any meeting of
Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03
may be adjourned from time to time by the holders of a majority of the aggregate
principal amount of Securities represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice. For purposes of this Indenture, "quorum" shall mean at a meeting
of Securityholders, one or more Persons present in person holding or
representing in the aggregate not less than 50% in aggregate principal amount of
the Securities then outstanding.

     Section 8.06 Voting. The vote upon any resolution submitted to any meeting
of Securityholders shall be by written ballot on which shall be subscribed the
signatures of the holders of Securities or of their representatives by proxy and
the outstanding principal amount of the Securities held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each


                                      -42-

<PAGE>

meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 8.02. The record
shall show the principal amount of the Securities voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

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

     Section 8.07 No Delay Of Rights By Meeting. Nothing contained in this
Article 8 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Securityholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Securityholders under any of the provisions of this Indenture or of the
Securities.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Securityholders.
The Company, when authorized by the resolutions of the Board of Directors, and
the Trustee may, from time to time, and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

     (a) make provision with respect to the conversion rights of the holders of
Securities pursuant to the requirements of Section 15.08 and the repurchase
obligations of the Company pursuant to the requirements of Section 14.05;

     (b) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities, any property or assets or to add any guarantees
with respect to the Securities;

     (c) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 10;

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


                                      -43-

<PAGE>

for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default;

     (e) to increase the Conversion Rate or Interest rate on the Securities;

     (f) to surrender any right or power conferred upon the Company by the
Indenture;

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

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

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

     (j) to reopen this Indenture and issue Additional Securities in accordance
with the provisions of Section 2.01 hereof;

     (k) to modify, eliminate or add to the provisions of this Indenture to such
extent as shall be necessary to effect the qualifications of this Indenture
under the Trust Indenture Act, or under any similar federal statute hereafter
enacted; or

     (l) make any change that does not materially adversely affect the rights of
any holder of the Securities, provided that any amendment made solely to conform
the provisions of this Indenture or the Securities to the description of the
notes in the related offering memorandum will not be deemed to materially
adversely affect the rights of any holder.

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

     Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.


                                      -44-

<PAGE>

     Notwithstanding any other provision of the Indenture or the Securities, the
Registration Rights Agreement and the obligation to pay Additional Interest
thereunder may be amended, modified or waived only in accordance with the
provisions of the Registration Rights Agreement.

     Section 9.02 Supplemental Indenture With Consent Of Securityholders. With
the consent (evidenced as provided in Article 7) of the holders of at least a
majority in aggregate principal amount of the Securities at the time
outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the holders of the Securities; provided that no such supplemental
indenture shall (i) extend the fixed maturity of any Security, change the
Company's obligation to pay Additional Amounts; or reduce the rate or extend the
time of payment of Interest thereon, or reduce the principal amount thereof or
premium, if any, thereon, or reduce any amount payable on redemption or
repurchase thereof, or change the obligation of the Company to make an offer to
purchase any Security upon the happening of a Fundamental Change or upon a
Repurchase Date in a manner adverse to the holders of Securities, or impair the
right of any Securityholder to receive payment of principal of and Interest on
such Holder's Securities on or after the due dates therefor or to institute suit
for the enforcement of any payment thereof, or make the principal thereof or
Interest or premium, if any, thereon payable in any coin or currency other than
that provided in the Securities, or impair the right to convert the Securities
into Common Shares, cash or a combination of cash and Common Shares or reduce
the number of Common Shares or amount of cash or any other property receivable
by a Securityholder upon conversion subject to the terms set forth herein,
including Section 15.07 and Section 15.08, in each case, without the consent of
the holder of each Security so affected, or (ii) modify any of the provisions of
this Section 9.02 or Section 5.07, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the holder of each Security so affected, or change
any obligation of the Company to maintain an office or agency in the places and
for the purposes set forth in Section 3.02, or reduce the quorum or voting
requirements set forth in Article 8 or reduce the aforesaid percentage of
Securities, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Securities
then outstanding.

     Notwithstanding the foregoing, with the consent of at least 25% in
aggregate principal amount of the Securities, the Company and the Trustee may
amend this Indenture to permit settlement upon conversion of the Securities in
cash or a combination of cash and Common Shares as described in Section 15.03.
The Trustee shall be held harmless and shall have no liability with respect to
the foregoing.

     Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Securityholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own

                                      -45-

<PAGE>

rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 9.03 Effect Of Supplemental Indenture. Any supplemental indenture
executed pursuant to the provisions of this Article 9 shall comply with the
Trust Indenture Act, as then in effect, provided that this Section 9.03 shall
not require such supplemental indenture or the Trustee to be qualified under the
Trust Indenture Act prior to the time such qualification is in fact required
under the terms of the Trust Indenture Act or the Indenture has been qualified
under the Trust Indenture Act, nor shall it constitute any admission or
acknowledgment by any party to such supplemental indenture that any such
qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 9, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
shall thereafter be determined, exercised and enforced hereunder, subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     Section 9.04 Notation On Securities. Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 9 may bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company or
the Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may, at the Company's
expense, be prepared and executed by the Company, authenticated by the Trustee
(or an authenticating agent duly appointed by the Trustee pursuant to Section
13.11) and delivered in exchange for the Securities then outstanding, upon
surrender of such Securities then outstanding.

     Section 9.05 Evidence Of Compliance Of Supplemental Indenture To Be
Furnished To Trustee. Prior to entering into any supplemental indenture, the
Trustee shall be provided with an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article 9 and is otherwise
authorized or permitted by this Indenture.

                                   ARTICLE 10
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     Section 10.01 Company May Consolidate On Certain Terms. Subject to the
provisions of Section 10.02, the Company shall not consolidate with or merge
with or into any other Person or Persons (whether or not affiliated with the
Company), nor shall the Company or its successor or successors be a party or
parties to successive consolidations or mergers, nor shall the


                                      -46-

<PAGE>

Company sell, convey, transfer or lease all or substantially all of the property
and assets of the Company to any other Person (whether or not affiliated with
the Company), unless: (i) the resulting, surviving or transferee Person is a
Person organized and existing under the laws of the United States of America,
any state thereof or the District of Columbia or the laws of Canada or any
province or territory thereof; (ii) upon any such consolidation, merger, sale,
conveyance, transfer or lease, the due and punctual payment of the principal of
and premium, if any, and Interest on all of the Securities, according to their
tenor and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company, shall
be expressly assumed, by supplemental indenture satisfactory in form and
substance to the Trustee, executed and delivered to the Trustee by the Person
(if other than the Company) formed by such consolidation, or into which the
Company shall have been merged, or by the Person that shall have acquired or
leased such property, and such supplemental indenture shall provide for the
applicable conversion rights set forth in Section 15.08; and (iii) immediately
after giving effect to the transaction described above, no Event of Default, and
no event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing.

     Section 10.02 Successor To Be Substituted. In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and Interest on all of
the Securities and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
Person shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the party of this first part. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of the Company any or all of the Securities, issuable hereunder that
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person instead of the Company and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be
authenticated and delivered, any Securities that previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities that such successor Person thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof. In the event of any such
consolidation, merger, sale, conveyance, transfer or lease, the Person named as
the "Company" in the first paragraph of this Indenture or any successor that
shall thereafter have become such in the manner prescribed in this Article 10
may be dissolved, wound up and liquidated at any time thereafter and such Person
shall be released from its liabilities as obligor and maker of the Securities
and from its obligations under this Indenture.

     In case of any such consolidation, merger, sale, conveyance, transfer or
lease, such changes in phraseology and form (but not in substance) may be made
in the Securities thereafter to be issued as may be appropriate.


                                      -47-

<PAGE>

     Section 10.03 Officers' Certificate and Opinion Of Counsel To Be Given To
Trustee. The Trustee shall receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or lease and any such assumption complies with the
provisions of this Article 10.

                                   ARTICLE 11
                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 11.01 Discharge Of Indenture. When (a) the Company shall deliver to
the Trustee for cancellation all Securities theretofore authenticated (other
than any Securities that have been destroyed, lost or stolen and in lieu of or
in substitution for which other Securities shall have been authenticated and
delivered in each case pursuant to Section 2.06) and not theretofore canceled,
or (b) all the Securities not theretofore canceled or delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and the Company shall deposit with the Trustee, in trust, cash
sufficient to pay at maturity or upon redemption of all of the Securities (other
than any Securities that shall have been mutilated, destroyed, lost or stolen
and in lieu of or in substitution for which other Securities shall have been
authenticated and delivered) not theretofore canceled or delivered to the
Trustee for cancellation, including principal and premium, if any, and Interest
due or to become due to such date of maturity or redemption date, as the case
may be, accompanied by a verification report, as to the sufficiency of the
deposited amount, from a nationally recognized firm of independent certified
accountants or other financial professional satisfactory to the Trustee, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
by the Company, then this Indenture shall cease to be of further effect (except
as to (i) remaining rights of registration of transfer, substitution and
exchange and conversion of Securities, (ii) rights hereunder of Securityholders
to receive payments of principal of and premium, if any, and Interest on, the
Securities and the other rights, duties and obligations of Securityholders, as
beneficiaries hereof with respect to the amounts, if any, so deposited with the
Trustee and (iii) the rights, obligations and immunities of the Trustee
hereunder), and the Trustee, on written demand of the Company accompanied by an
Officers' Certificate and an Opinion of Counsel as required by Section 13.05 and
at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; the Company,
however, hereby agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities.

     Section 11.02 Deposited Monies To Be Held In Trust By Trustee. Subject to
Section 11.04, all monies deposited with the Trustee pursuant to Section 11.01,
shall be held in trust for the sole benefit of the Securityholders, and such
monies shall be applied by the Trustee to the payment, either directly or
through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for the payment or
redemption of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal and Interest and premium, if
any.


                                      -48-

<PAGE>

     Section 11.03 Paying Agent To Repay Monies Held. Upon the satisfaction and
discharge of this Indenture, all monies then held by any paying agent of the
Securities (other than the Trustee) shall, upon written request of the Company,
be repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such monies.

     Section 11.04 Return Of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or Interest on Securities and not applied but
remaining unclaimed by the holders of Securities for two years after the date
upon which the principal of, premium, if any, or Interest on such Securities, as
the case may be, shall have become due and payable, shall be repaid to the
Company by the Trustee on demand and all liability of the Trustee shall
thereupon cease with respect to such monies; and the holder of any of the
Securities shall thereafter look only to the Company for any payment that such
holder may be entitled to collect unless an applicable abandoned property law
designates another Person.

     Section 11.05 Reinstatement. If the Trustee or the paying agent is unable
to apply any money in accordance with Section 11.02 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 11.01 until such time as the Trustee or
the paying agent is permitted to apply all such money in accordance with Section
11.02; provided that if the Company makes any payment of Interest on or
principal of any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Securities to
receive such payment from the money held by the Trustee or paying agent.

                                   ARTICLE 12
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     Section 12.01 Indenture And Securities Solely Corporate Obligations. No
recourse for the payment of the principal of or premium, if any, or Interest on
any Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture or in any Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer, director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Securities.


                                      -49-

<PAGE>

                                   ARTICLE 13
                               GENERAL PROVISIONS

     Section 13.01 Provisions Binding On Company's Successors. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

     Section 13.02 Official Acts By Successor Corporation. Any act or proceeding
by any provision of this Indenture authorized or required to be done or
performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any Person that shall at the time be the lawful sole successor of the
Company.

     Section 13.03 Addresses For Notices, Etc. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Securities on the Company shall be deemed to
have been sufficiently given or made, for all purposes, if given or served by
being deposited postage prepaid by registered or certified mail in a post office
letter box, or sent by express overnight air courier for next day delivery or
sent by telecopier transmission addressed as follows: to Canadian Solar Inc.,
No. 199 Lushan Road, Suzhou New District, Suzhou, Jiangsu 215011, People's
Republic of China, Fax No.: (86-512) 6690-8087, Attention: Bing Zhu. Any notice,
direction, request or demand hereunder to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or served by
being deposited, postage prepaid, by registered or certified mail in a post
office letter box or sent by telecopier transmission addressed as follows: The
Bank of New York, 101 Barclay Street, Floor 4 East, New York, New York 10286,
Fax No.: (212) 815-5802 or (212) 815-5803, Attention: Global Trust Services
(Canadian Solar Inc. - 6.0% Convertible Senior Notes due 2017) with a copy to:
The Bank of New York, 12/F Three Pacific Place, 1 Queen's Road East, Hong Kong,
Fax No. (852) 2295-3283 to the attention of Global Corporate Trust (Canadian
Solar Inc. - 6.0% Convertible Senior Notes due 2017).

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

     Any notice or communication mailed to a Securityholder shall be mailed to
him by first class mail, postage prepaid, or sent by express overnight air
courier for next day delivery at his address as it appears on the Security
Register and shall be sufficiently given to him if so mailed within the time
prescribed.

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

     Section 13.04 Governing Law. This Indenture and each 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 the laws of the State of New
York.


                                      -50-

<PAGE>

     Section 13.05 Evidence Of Compliance With Conditions Precedent,
Certificates To Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall comply with the provisions of the Section 314(e) of the
Trust Indenture Act and shall include: (1) a statement that the person making
such certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Section 13.06 Legal Holidays. In any case in which the date of maturity of
Interest on or principal of the Securities or the redemption date of any
Security will not be a Business Day, then payment of such Interest on or
principal of the Securities need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the date of maturity or the redemption date, and no Interest shall accrue for
the period from and after such date.

     Section 13.07 Trust Indenture Act. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided that this Section 13.07 shall not require this Indenture or the Trustee
to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act,
nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in an indenture qualified under the
Trust Indenture Act, such required provision shall control. The following Trust
Indenture Act terms have the following meanings:

     "indenture securities" means the Securities.

     "indenture security holder" means a holder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.


                                      -51-

<PAGE>

     Section 13.08 No Security Interest Created. Nothing in this Indenture or
in the Securities, expressed or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect, in any jurisdiction in which property of
the Company or its subsidiaries is located.

     Section 13.09 Benefits Of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto, any paying agent, any authenticating agent, any Security Registrar and
their successors hereunder and the holders of Securities any benefit or any
legal or equitable right, remedy or claim under this Indenture.

     Section 13.10 Table Of Contents, Headings, Etc. The table of contents and
the titles and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

     Section 13.11 Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Securities in connection
with the original issuance thereof and transfers and exchanges of Securities
hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 14.03 and 14.05, as
fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and
deliver Securities. For all purposes of this Indenture, the authentication and
delivery of Securities by the authenticating agent shall be deemed to be
authentication and delivery of such Securities "by the Trustee" and a
certificate of authentication executed on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement hereunder or in
the Securities for the Trustee's certificate of authentication. Such
authenticating agent shall at all times be a Person eligible to serve as trustee
hereunder pursuant to Section 6.09.

     Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 13.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

     Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall either promptly appoint a successor authenticating agent or itself assume
the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Securities as the names and
addresses of such holders appear on the Security Register.


                                      -52-

<PAGE>

     The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.

     The provisions of Sections 6.02, 6.03, 6.04 and 7.03 and this Section 13.11
shall be applicable to any authenticating agent.

     Section 13.12 Execution In Counterparts. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     Section 13.13 Severability. In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     Section 13.14 Currency Indemnity. U.S. Dollars are the sole currency of
account and payment for all sums payable by the Company under or in connection
with the Securities, including damages. Any amount received or recovered in a
currency other than U.S. Dollars (whether as a result of, or of the enforcement
of, a judgment or order of a court of any jurisdiction, in the winding-up or
dissolution of the Company or otherwise) by any holder of a Security in respect
of any sum expressed to be due to it from the Company shall only constitute a
discharge to the Company, to the extent of the U.S. Dollar amount which the
recipient is able to purchase with the amount so received or recovered in that
other currency on the date of that receipt or recovery (or, if it is not
practicable to make that purchase on that date, on the first date on which it is
practicable to do so). If that U.S. Dollar amount is less than the U.S. Dollar
amount expressed to be due to the recipient under any Security, the Company
shall indemnify such holder against any loss sustained by it as a result, and if
the amount of U.S. Dollars so purchased is greater than the sum originally due
to such holder, such holder shall, by accepting a Security, be deemed to have
agreed to repay such excess. In any event, the Company shall indemnify the
recipient against the cost of making any such purchase.

     For the purposes of this Section 13.14, it shall be sufficient for the
holder of a Security to certify in a satisfactory manner (indicating the sources
of information used) that it would have suffered a loss had an actual purchase
of U.S. Dollars been made with the amount so received in that other currency on
the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date
had not been practicable, on the first date on which it would have been
practicable, it being required that the need for a change of date be certified
in the manner mentioned above). These indemnities constitute a separate and
independent obligation from the other obligations of the Company, shall give
rise to a separate and independent cause of action, shall apply irrespective of
any indulgence granted by any holder of a Security and shall continue in full
force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under any Security.

     Section 13.15 Submission to Jurisdiction, Etc.


                                      -53-

<PAGE>

     The Company hereby submits to the non-exclusive jurisdiction of the U.S.
federal and New York state courts in the Borough of Manhattan, The City of New
York in any suit or proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby. The parties hereby irrevocably and
unconditionally waive any objection to the laying of venue of any lawsuit,
action or other proceeding in such courts, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such lawsuit, action or other proceeding brought in any such court has been
brought in an inconvenient forum. The Company irrevocably appoints CT
Corporation System, 111 Eighth Avenue, New York, N.Y. 10011, as its authorized
agent in the Borough of Manhattan, The City of New York, New York upon which
process may be served in any such suit or proceeding, and agrees that service of
process upon such agent, and written notice of said service to the Company by
the person serving the same to the address provided in Section 13.03 shall be
deemed in every respect effective service of process upon the Company in any
such suit or proceeding. The Company further agrees to take any and all actions
as may be necessary to maintain such designation and appointment of such agent
in full force and effect for a period of seven years from the date of this
Indenture.

     Section 13.16 Waiver of Immunity

     With respect to any suit or proceeding arising out of or relating to this
Indenture, the Purchase Agreement, the Registration Rights Agreement or the
Securities or the transactions contemplated hereby or thereby, each party
irrevocably waives, to the fullest extent permitted by applicable law, all
immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,
service of process, attachment (both before and after judgment) and execution to
which it might otherwise be entitled, and with respect to any such suit or
proceeding, each party waives any such immunity in any court of competent
jurisdiction, and will not raise or claim or cause to be pleaded any such
immunity at or in respect of any such suit or proceeding, including, without
limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act
of 1976, as amended.

     Section 13.17 Judgment Currency

     The obligation of the Company in respect of any sum due to the Initial
Purchaser under this Indenture shall, notwithstanding any judgment in a currency
other than U.S. dollars or any other applicable currency (the "Judgment
Currency"), not be discharged until the first Business Day, following receipt by
the Initial Purchaser of any sum adjudged to be so due in the Judgment Currency,
on which (and only to the extent that) the Initial Purchaser may in accordance
with normal banking procedures purchase U.S. dollars or any other applicable
currency with the Judgment Currency; if the U.S. dollars or other applicable
currency so purchased are less than the sum originally due to the Initial
Purchaser hereunder, the Company agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Initial Purchaser against
such loss. If the U.S. dollars or other applicable currency so purchased are
greater than the sum originally due to the Initial Purchaser hereunder, the
Initial Purchaser agrees to pay to the Company an amount equal to the excess of
the U.S. dollars or other applicable currency so purchased over the sum
originally due to the Initial Purchaser hereunder.


                                      -54-

<PAGE>

                                   ARTICLE 14
                     REDEMPTION AND REPURCHASE OF SECURITIES

     Section 14.01 Redemption of Securities. The Company may not redeem any
Securities prior to December 24, 2012. At any time on or after December 24, 2012
and prior to maturity, and subject to the proviso below, the Securities may be
redeemed in cash at the option of the Company, at any time and from time to
time, upon notice as set forth in Section 14.02, at a redemption price per
security equal to 100% of the principal amount of the Security, together with
accrued and unpaid Interest, if any, to, but excluding, the date fixed for
redemption; (i) in whole or in part, if the Last Reported Sale Price of the
Common Shares for at least 20 Trading Days in a period of 30 consecutive Trading
Days ending within five (5) Trading Days immediately preceding the notice to
holders is at least 130% of the applicable Conversion Price in effect on such
Trading Day or (ii) in whole only, if at least 95% of the initial aggregate
principal amount of Securities originally issued have been redeemed, repurchased
or converted and, in each case, cancelled by the Trustee; and provided further
that if the redemption date falls after a record date and on or prior the
corresponding interest payment date, then the full amount of Interest payable on
such interest payment date shall be paid to the holders of record of such
Securities on the applicable record date instead of the holders surrendering
such Securities for redemption on such date.

     Section 14.02 Notice of Optional Redemption; Selection of Securities. In
case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Securities pursuant to Section 14.01, it shall fix
a date for redemption and it or, at its written request received by the Trustee
not fewer than forty-five (45) days prior (or such shorter period of time as may
be acceptable to the Trustee) to the date fixed for redemption, the Trustee in
the name of and at the expense of the Company, shall mail or cause to be mailed
a notice of such redemption not fewer than twenty (20) nor more than sixty (60)
days prior to the redemption date to each holder of Securities so to be redeemed
as a whole or in part at its last address as the same appears on the Security
Register; provided that if the Company shall give such notice, it shall also
give written notice of the redemption date to the Trustee. Such mailing shall be
by first class mail. The notice, if mailed in the manner herein provided, shall
be conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security. Concurrently with the mailing of any such
notice of redemption, the Company shall issue a press release announcing such
redemption, the form and content of which press release shall be determined by
the Company in its sole discretion. The failure to issue any such press release
or any defect therein shall not affect the validity of the redemption notice or
any of the proceedings for the redemption of any Security called for redemption.

     Each such notice of redemption shall specify the aggregate principal amount
of Securities to be redeemed, the CUSIP number or numbers of the Securities
being redeemed, the date fixed for redemption (which shall be a Business Day),
the redemption price at which Securities are to be redeemed, the place or places
of payment, that payment will be made upon presentation and surrender of such
Securities, that Interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date Interest thereon or
on the portion thereof


                                      -55-

<PAGE>

to be redeemed will cease to accrue. Such notice shall also state the current
Conversion Rate and Conversion Price and the date on which the right to convert
such Securities or portions thereof into Common Shares will expire. If fewer
than all the Securities are to be redeemed, the notice of redemption shall
identify the Securities to be redeemed (including CUSIP numbers, if any). In
case any Security is to be redeemed in part only, the notice of redemption shall
state the portion of the principal amount thereof to be redeemed and shall state
that, on and after the redemption date, upon surrender of such Security, a new
Security or Securities in principal amount equal to the unredeemed portion
thereof will be issued.

     On or prior to the redemption date specified in the notice of redemption
given as provided in this Section 14.02, the Company will deposit with the
Trustee or with one or more paying agents (or, if the Company is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
3.04) an amount of money in immediately available funds sufficient to redeem on
the redemption date all the Securities (or portions thereof) so called for
redemption (other than those theretofore surrendered for conversion into Common
Shares) at the appropriate redemption price, together with accrued Interest to,
but excluding, the redemption date; provided that if such payment is made on the
redemption date it must be received by the Trustee or paying agent, as the case
may be, by 10:00 a.m. New York City time on such date. The Company shall be
entitled to retain any interest, yield or gain on amounts deposited with the
Trustee or any paying agent pursuant to this Section 14.02 in excess of amounts
required hereunder to pay the redemption price and accrued interest to, but
excluding, the redemption date. If any Security called for redemption is
converted pursuant hereto prior to such redemption date, any money deposited
with the Trustee or any paying agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Company upon its written
request, or, if then held by the Company, shall be discharged from such trust.
Whenever any Securities are to be redeemed, the Company will give the Trustee
written notice in the form of an Officers' Certificate not fewer than forty-five
(45) days (or such shorter period of time as may be acceptable to the Trustee)
prior to the redemption date as to the aggregate principal amount of Securities
to be redeemed.

     If less than all of the outstanding Securities are to be redeemed, the
Trustee shall select the Securities or portions thereof of the Global Security
or the Securities in certificated form to be redeemed (in principal amounts of
$1,000 or multiples thereof) by lot, on a pro rata basis or by another method
the Trustee deems fair and appropriate. If any Security selected for partial
redemption is submitted for conversion in part after such selection, the portion
of such Security submitted for conversion shall be deemed (so far as may be
possible) to be the portion to be selected for redemption. The Securities (or
portions thereof) so selected shall be deemed duly selected for redemption for
all purposes hereof, notwithstanding that any such Security is submitted for
conversion in part before the mailing of the notice of redemption.

     Upon any redemption of less than all of the outstanding Securities, the
Company and the Trustee may (but need not), solely for purposes of determining
the pro rata allocation among such Securities as are unconverted and outstanding
at the time of redemption, treat as outstanding any Securities surrendered for
conversion during the period of fifteen (15) days next preceding the mailing of
a notice of redemption and may (but need not) treat as outstanding any


                                      -56-

<PAGE>

Security authenticated and delivered during such period in exchange for the
unconverted portion of any Security converted in part during such period.

     Section 14.03 Payment of Securities Called For Redemption by the Company.
If notice of redemption has been given as provided in Section 14.02, the
Securities or portion of Securities with respect to which such notice has been
given shall, unless converted into Common Shares pursuant to the terms hereof,
become due and payable on the date fixed for redemption and at the place or
places stated in such notice at the applicable redemption price, together with
Interest accrued to (but excluding) the redemption date, and on and after said
date (unless the Company shall default in the payment of such Securities at the
redemption price, together with Interest accrued to said date) Interest on the
Securities or portion of Securities so called for redemption shall cease to
accrue and, after the close of business on the Business Day immediately
preceding the redemption date (unless the Company shall default in the payment
of such Securities at the redemption price, together with Interest accrued to
said date) such Securities shall cease to be convertible into Common Shares and,
except as provided in Section 6.05 and Section 11.04, to be entitled to any
benefit or security under this Indenture, and the holders thereof shall have no
right in respect of such Securities except the right to receive the redemption
price thereof and unpaid Interest to (but excluding) the redemption date. On
presentation and surrender of such Securities at a place of payment in said
notice specified, the said Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable redemption price, together
with Interest accrued thereon to, but excluding, the redemption date; provided
that if the redemption date falls after a record date and on or prior the
corresponding interest payment date, then the Interest payable on such interest
payment date shall be paid to the holders of record of such Securities on the
applicable record date instead of the holders surrendering such Securities for
redemption on such date.

     Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Security or Securities,
of authorized denominations, in principal amount equal to the unredeemed portion
of the Securities so presented.

     Notwithstanding the foregoing, the Trustee shall not redeem any Securities
or mail any notice of redemption (i) during the continuance of a default in
payment of Interest or premium, if any, on the Securities and (ii) if the
principal amount of the Securities has been accelerated.

     Section 14.04 Conversion Arrangement on Call for Redemption. In connection
with any redemption of Securities, the Company may arrange for the purchase and
conversion of any Securities by an agreement with one or more investment banks
or other purchasers to purchase such Securities by paying to the Trustee in
trust for the Securityholders, on or before the date fixed for redemption, an
amount not less than the applicable redemption price, together with Interest
accrued to, but excluding, the date fixed for redemption, of such Securities.
Notwithstanding anything to the contrary contained in this Article 14, the
obligation of the Company to pay the redemption price of such Securities,
together with Interest accrued to, but excluding, the date fixed for redemption,
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers. If such an agreement is entered into, a copy of which
will be filed with the Trustee prior to the date fixed for redemption, any
Securities not duly surrendered for conversion by the holders thereof may, at
the option of the Company, be


                                      -57-

<PAGE>

deemed, to the fullest extent permitted by law, acquired by such purchasers from
such holders and (notwithstanding anything to the contrary contained in Article
15) surrendered by such purchasers for conversion, all as of immediately prior
to the close of business on the date fixed for redemption (and the right to
convert any such Securities shall be extended through such time), subject to
payment of the above amount as aforesaid. At the direction of the Company, the
Trustee shall hold and dispose of any such amount paid to it in the same manner
as it would monies deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture.

     Section 14.05 Requirement of Offer to Purchase Upon a Fundamental Change.
If there shall occur a Fundamental Change at any time prior to maturity of the
Securities, then the Company shall be required to make an offer to each
Securityholder to purchase for cash all of such holder's Securities, or any
portion thereof that is a multiple of $1,000 principal amount, on the date (the
"Fundamental Change Purchase Date") specified by the Company that is not less
than twenty (20) Business Days and not more than thirty-five (35) Business Days
after the date of the Fundamental Change Notice (as defined in Section 14.05(b))
of such Fundamental Change at a purchase price equal to 100% of the principal
amount thereof, together with accrued Interest to, but excluding, the
Fundamental Change Purchase Date; provided that if such Fundamental Change
Purchase Date falls after a record date and on or prior to the corresponding
interest payment date, then the full amount of Interest payable on such interest
payment date shall be paid to the holders of record of the Securities on the
applicable record date instead of the holders surrendering the Securities for
purchase on such Fundamental Change Purchase Date. Purchases of Securities under
this Section 14.05 shall be made, at the option of the holder thereof, upon:

          (i) delivery to the Trustee (or other paying agent appointed by the
     Company) by a holder of a duly completed notice (the "Fundamental Change
     Purchase Notice") in the form set forth on the reverse of the Security
     prior to the close of business on the Fundamental Change Purchase Date; and

          (ii) delivery or book-entry transfer of the Securities to the Trustee
     (or other paying agent appointed by the Company) at any time after delivery
     of the Fundamental Change Purchase Notice (together with all necessary
     endorsements) at the Corporate Trust Office of the Trustee (or other paying
     agent appointed by the Company) in the Borough of Manhattan as provided in
     Section 3.02 or at any other office of the paying agent, such delivery
     being a condition to receipt by the holder of the purchase price therefor;
     provided that such purchase price shall be so paid pursuant to this Section
     14.05 only if the Security so delivered to the Trustee (or other paying
     agent appointed by the Company) shall conform in all respects to the
     description thereof in the related Fundamental Change Purchase Notice.

     The Company shall purchase from each holder thereof that accepts the offer
to purchase, pursuant to this Section 14.05, a portion of a Security, if the
principal amount of such portion is $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to the purchase of all of a Security
also apply to the purchase of such portion of such Security.


                                      -58-

<PAGE>

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 14.05 shall be consummated by the delivery of the consideration to be
received by the holder promptly following the later of the Fundamental Change
Purchase Date and the time of the book-entry transfer or delivery of the
Security.

     Notwithstanding anything herein to the contrary, any holder delivering to
the Trustee (or other paying agent appointed by the Company) the Fundamental
Change Purchase Notice contemplated by this Section 14.05 shall have the right
to withdraw such Fundamental Change Purchase Notice at any time prior to the
close of business on the Fundamental Change Purchase Date by delivery of a
written notice of withdrawal to the Trustee (or other paying agent appointed by
the Company) in accordance with Section 14.05(c) below.

     The Trustee (or other paying agent appointed by the Company) shall promptly
notify the Company of the receipt by it of any Fundamental Change Purchase
Notice or written notice of withdrawal thereof.

     (b) On or before the 20th Business Day after the occurrence of a
Fundamental Change, the Company or at its written request (which must be
received by the Trustee at least five (5) Business Days prior to the date the
Trustee is requested to give notice as described below, unless the Trustee shall
agree in writing to a shorter period), the Trustee, in the name of and at the
expense of the Company, shall mail or cause to be mailed to all holders of
record on the date of the Fundamental Change a notice (the "Fundamental Change
Notice") of the occurrence of such Fundamental Change and of the right at the
option of the holders to accept the Company's offer to purchase arising as a
result thereof. Such mailing shall be by first class mail. If the Company shall
give such notice, the Company shall also deliver a copy of the Fundamental
Change Notice to the Trustee at such time as it is mailed to Securityholders.
Concurrently with the mailing of any Fundamental Change Notice, the Company
shall issue a press release announcing such Fundamental Change referred to in
the Fundamental Change Notice, the form and content of which press release shall
be determined by the Company in its sole discretion. The failure to issue any
such press release or any defect therein shall not affect the validity of the
Fundamental Change Notice or any proceedings for the purchase of any Security
which any Securityholder may elect to accept the Company's offer to purchase as
provided in this Section 14.05.

     Each Fundamental Change Notice shall specify the circumstances constituting
the Fundamental Change, the Fundamental Change Purchase Date, the price at which
the Company is offering to purchase Securities, that the holder must accept the
offer to purchase on or prior to the close of business on the fifth Business Day
prior to the Fundamental Change Purchase Date (the "Fundamental Change
Expiration Time"), that the holder shall have the right to withdraw any
Securities surrendered prior to the close of business on the Business Day prior
to the Fundamental Change Purchase Date, a description of the procedure which a
Securityholder must follow to accept such offer to purchase and to withdraw any
surrendered Securities, the place or places where the holder is to surrender
such holder's Securities, the amount of Interest accrued on each Security to the
Fundamental Change Purchase Date and the CUSIP number or numbers of the
Securities (if then generally in use) and include a form of Fundamental Change
Purchase Notice.


                                      -59-

<PAGE>

     No failure of the Company to give the foregoing notices and no defect
therein shall limit the Securityholders' rights to accept the Company's offer to
purchase the Securities or affect the validity of the proceedings for the
purchase of the Securities pursuant to this Section 14.05.

     (c) A Fundamental Change Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Trustee (or other
paying agent appointed by the Company) in accordance with the Fundamental Change
Purchase Notice at any time prior to the close of business on the Business Day
prior to the Fundamental Change Purchase Date, specifying:

          (i) the certificate number, if any, of the Security in respect of
     which such notice of withdrawal is being submitted, or the appropriate
     Depositary information if the Security in respect of which such notice of
     withdrawal is being submitted is represented by a Global Security,

          (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 that remains
     subject to the original Fundamental Change Purchase Notice and that has
     been or will be delivered for purchase by the Company.

     A written notice of withdrawal of a Fundamental Change Purchase Notice may
be in the form set forth in the preceding paragraph or may be in the form of a
conditional withdrawal contained in a Fundamental Change Purchase Notice
pursuant to the terms of Section 14.05.

     (d) No later than 10:00 a.m. New York City time at least one Business Day
prior to the Fundamental Change Purchase Date, the Company will deposit with the
Trustee (or other paying agent appointed by the Company or if the Company is
acting as its own paying agent, set aside, segregate and hold in trust as
provided in Section 3.04) an amount of money sufficient to purchase on the
Fundamental Change Purchase Date all the Securities to be purchased on such date
at the appropriate purchase price, together with accrued Interest to, but
excluding, the Fundamental Change Purchase Date. Subject to receipt of funds
and/or Securities by the Trustee (or other paying agent appointed by the
Company), payment for Securities surrendered for purchase (and not withdrawn)
prior to the Fundamental Change Expiration Time will be made promptly (but in no
event more than five (5) Business Days) following the later of (x) the
Fundamental Change Purchase Date with respect to such Security (provided the
holder has satisfied the conditions in this Section 14.05) and (y) the time of
delivery of such Security to the Trustee (or other paying agent appointed by the
Company) by the holder thereof in the manner required by this Section 14.05) by
mailing checks for the amount payable to the holders of such Securities entitled
thereto as they shall appear in the Security Register.

     If the Trustee (or other paying agent appointed by the Company) holds money
sufficient to repurchase on the Fundamental Change Purchase Date all the
Securities or portions thereof that are to be purchased as of the Fundamental
Change Purchase Date, then on or after the Fundamental Change Purchase Date (i)
the Securities will cease to be outstanding, (ii) Interest on the Securities
will cease to accrue, and (iii) all other rights of the holders of such
Securities will


                                      -60-

<PAGE>

terminate, whether or not book-entry transfer of the Securities has been made or
the Securities have been delivered to the Trustee or paying agent, other than
the right to receive the repurchase price upon delivery of the Securities.

     (e) The Company will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Exchange Act to the extent then applicable in
connection with the repurchase rights of the holders of Securities in the event
of a Fundamental Change.

     Section 14.06 Securities Repurchased in Part. Upon presentation of any
Security purchased pursuant to Section 14.05 or repurchased pursuant to Section
14.08, only in part, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Security or Securities, of any authorized
denomination, in aggregate principal amount equal to the unrepurchased portion
of the Securities presented.

     Section 14.07 Repayment to the Company. To the extent that the aggregate
amount of cash or money deposited by the Company pursuant to Section 14.05(d) or
14.08(e) exceeds the aggregate purchase or repurchase price of the Securities or
portions thereof which the Company is obligated to purchase as of the
Fundamental Change Purchase Date or repurchase as of the Repurchase Date, as
applicable, then, unless otherwise agreed in writing with the Company, promptly
after the Business Day following the Fundamental Change Repurchase Date or the
Repurchase Date, as applicable, the Trustee shall return any such excess to the
Company together with interest, if any, thereon.

     Section 14.08 Repurchase of Securities at Option of the Holder on Specified
Dates.

     (a) Any holder may require the Company to repurchase any outstanding
Securities for cash on December 24, 2012 and December 15, 2014 (each a
"Repurchase Date") at a purchase price per Security equal to 100% of the
aggregate principal amount of the Security, together with any accrued and unpaid
Interest, to but not including the applicable Repurchase Date (the "Repurchase
Price"); provided that if such Repurchase Date falls after a record date and on
or prior to the corresponding interest payment date, then the full amount of
Interest payable on such interest payment date shall be paid to the holders of
record of such Securities on the applicable record date instead of the holders
surrendering such Securities for repurchase on such date.

     (b) The Company shall give written notice (the "Repurchase Notice") of the
applicable Repurchase Date by notice sent by first-class mail to the Trustee and
to each holder (at its address shown in the register of the Registrar) and to
beneficial owners as required by applicable law, not less than 25 Business Days
prior to each Repurchase Date. Each Repurchase Notice shall include a repurchase
election notice (a "Repurchase Election Notice") and shall state:

     (1) the Repurchase Price, the Repurchase Date, and the current Conversion
Rate and Conversion Price in effect;

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


                                      -61-

<PAGE>

     (3) that Securities as to which a Repurchase Notice has been given may be
converted only to the extent that the Repurchase Election Notice has been
withdrawn in accordance with the terms of this Indenture;

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

     (5) that the Repurchase Price for any Security as to which a Repurchase
Notice has been given and not withdrawn will be paid promptly following the
later of the Repurchase Date and the time of surrender of such Security as
described in subclause (4) above;

     (6) the procedures the holder must follow to exercise rights under this
Section and a brief description of those rights;

     (7) briefly, the conversion rights of the Securities;

     (8) the procedures for withdrawing a Repurchase Election Notice;

     (9) that, unless the Company defaults in making payment on Securities for
which a Repurchase Election Notice has been submitted, interest, if any, on such
Securities will cease to accrue on and after the Repurchase Date; and

     (10) the CUSIP number of the Securities.

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

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

     (c) Repurchases of Securities by the Company pursuant to this Section 14.08
shall be made, at the option of the holder thereof, upon:

     (1) delivery to the Paying Agent by the holder of the Repurchase Election
Notice at any time from the opening of business on the date that is 25 Business
Days prior to the applicable Repurchase Date until the close of business on the
fifth Business Day immediately preceding such Repurchase Date stating:

     (i) if certificated Securities have been issued, the certificate number of
the Security which the holder will deliver to be purchased (or, if a holder's
Securities are not certificated, the Repurchase Election Notice must comply with
applicable procedures of the Depositary),

     (ii) the portion (which may be 100%) of the principal amount of the
Securities 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


                                      -62-

<PAGE>

     (iii) that such Securities shall be repurchased as of the applicable
Repurchase Date pursuant to the terms and conditions specified in the Securities
and in this Section 14.08.

     (2) delivery of such Security to the Trustee (or other paying agent
appointed by the Company) at any time after delivery of the Repurchase Notice
(together with all necessary endorsements) at the offices of the Trustee (or
other paying agent appointed by the Company). Delivery of such Security shall be
a condition to receipt by the holder of the Repurchase Price therefor. The
Repurchase Price shall be paid pursuant to this Section 14.08 only if the
Security delivered to the Trustee (or other paying agent appointed by the
Company) shall conform in all respects to the description thereof in the related
Repurchase Election Notice, as determined by the Company.

     (d) Notwithstanding anything herein to the contrary, any holder delivering
to the Trustee or paying agent the Repurchase Election Notice contemplated by
this Section 14.08 shall have the right to withdraw such Repurchase Election
Notice at any time prior to the close of business on the Business Day
immediately preceding the Repurchase Date by delivery of a written notice of
withdrawal to the Trustee or paying agent specifying:

     (1) if certificated Securities have been issued, the certificate number of
the Security in respect of which such notice of withdrawal is being submitted
(or, if a holder's Securities are not certificated, the withdrawal notice must
comply with the applicable procedures of the Depositary),

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

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

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

     (e) On or before 10:00 a.m., New York City time one Business Day prior to
the applicable Repurchase Date, the Company shall deposit with the Trustee or
with the paying agent (or if the Company or an Affiliate of the Company is
acting as the paying agent, shall segregate and hold in trust) an amount of
money (in immediately available funds if deposited on such Repurchase Date)
sufficient to pay the aggregate Repurchase Price of all the Securities or
portions thereof which are to be purchased as of the applicable Repurchase Date.
The manner in which the deposit required by this Section 14.08 is made by the
Company shall be at the option of the Company; provided that such deposit shall
be made in a manner such that the Trustee or a paying agent shall have
immediately available funds on the applicable Repurchase Date.

     If the Trustee or a paying agent holds, in accordance with the terms
hereof, money sufficient to pay the Repurchase Price of any Security for which a
Repurchase Election Notice has been tendered and not withdrawn on the applicable
Repurchase Date, then, on the applicable Repurchase Date, such Security will
cease to be outstanding, whether or not the Security is


                                      -63-

<PAGE>

delivered to the Paying Agent, and the rights of the holder in respect thereof
shall terminate (other than the right to receive the Repurchase Price as
aforesaid) and interest will cease to accrue on such Security.

     The Repurchase Price shall be paid promptly to such holder with respect to
Securities for which a Repurchase Election Notice has been tendered and not
withdrawn, subject to receipt of funds by the Trustee or paying agent, promptly
following the later of (x) the Repurchase Date with respect to such Security
(provided the conditions in Section 14.08 have been satisfied) and (y) the time
of delivery of such Security to the Trustee or paying agent by the holder
thereof in the manner required by Section 14.08. Securities in respect of which
a Repurchase Election Notice has been given by the holder thereof may not be
converted pursuant to Article 15 hereof on or after the date of the delivery of
such Repurchase Election Notice, unless such Repurchase Election Notice has
first been validly withdrawn as specified in Section 14.08.

     The Company shall purchase from the holder thereof, pursuant to this
Section 14.08, a portion of a Security if the principal amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

     (f) There shall be no purchase of any Securities pursuant to this Section
14.08 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 Election
Notice) and is continuing an Event of Default (other than a default in the
payment of the Repurchase Price) and the principal amount of the Securities has
been accelerated in accordance with the Indenture and such acceleration has not
been rescinded. The Trustee or paying agent will promptly return to the
respective holders thereof any Securities (x) with respect to which a Repurchase
Election 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) in which case, upon such return, the
Repurchase Election Notice with respect thereto shall be deemed to have been
withdrawn.

     Section 14.09 Redemption For Tax Reasons. The Company may, at its option,
redeem the Securities, in whole but not in part, for an amount equal to 100% of
the aggregate principal amount of the Security, plus accrued and unpaid Interest
(the "Tax Redemption Price"), to, but excluding, the date of redemption (the
"Tax Redemption Date") if the Company has become or would become obligated to
pay to the holders Additional Amounts (which are more than a de minimis amount)
as a result of any amendment or change occurring after December 10, 2007 in the
laws or any regulations of Relevant Taxing Jurisdiction, or any change occurring
after December 10, 2007 in the interpretation or application of any such laws or
regulations by any legislative body, court, governmental agency, taxing
authority or regulatory authority (including the enactment of any legislation
and the publication of any judicial decision or regulatory or administrative
determination); provided the Company cannot avoid these obligations by taking
reasonable measures available to it and that it delivers to the Trustee (i) an
opinion of legal counsel specializing in taxation, who is acceptable to the
trustee, to the effect that the Company or its successor has or will become
obligated to pay Additional Amounts as a result of the change or amendment, that
the Company or such successor cannot avoid payment of such Additional Amounts by
taking reasonable measures available to it or its successors and that all


                                      -64-

<PAGE>

governmental requirements necessary for it or any successor to effect the
redemption have been complied with; and (ii) an Officers' Certificate, signed in
the Company's name or its successor's name by any two of the Company's or its
successor's executive officers or by the Company's or its successor's attorney
in fact in accordance with the Company's or its successor's bylaws, stating that
the Company or its successor is entitled to redeem the Securities pursuant to
their terms and setting forth a statement of facts showing that the condition or
conditions precedent to the Company's right or the right of any successor to so
redeem have occurred or been satisfied, that the Company or such successor
cannot avoid payment of such Additional Amounts by taking reasonable measures
available to it or its successors and that all governmental requirements
necessary for it or any successor to effect the redemption have been complied
with. Subject to Section 15.09 of this Indenture, the Company will not and will
not cause any paying agent or the Trustee to deduct from such Tax Redemption
Price any amounts on account of, or in respect of, any taxes. In such event, the
Company will give notice to the Trustee and the holders of the Securities not
less than 20 days prior to the date fixed for redemption, except that (i) the
Company will not give notice of redemption earlier than 60 days prior to the
earliest date on or from which it would be obligated to pay any such Additional
Amounts, and (ii) at the time the Company gives the notice, the circumstances
creating its obligation to pay such Additional Amounts remain in effect.

     Upon receiving such notice of redemption, each holder who does not wish to
have the Company redeem its Securities pursuant to this Section 14.09 can elect
to (i) convert its Securities pursuant to Article 15 of this Indenture or (ii)
not have its Securities redeemed, provided that no Additional Amounts will be
payable on any payment of interest or principal with respect to the Securities
after such Tax Redemption Date. All future payments will be subject to the
deduction or withholding of any taxes required to be deducted or withheld.

     Where no such election is made, the Holder will have its Securities
redeemed without any further action. If a Holder does not elect to convert its
Securities pursuant to Article 15 but wishes to elect to not have its Securities
redeemed, such holder must deliver to the Company (if the Company is acting as
its own paying agent), or to the Trustee or a paying agent designated by the
Company for such purpose in the notice of redemption, a written notice of
election (the "Notice of Election") duly completed and signed, so as to be
received by the Trustee or paying agent no later than the close of business on a
Business Day at least fifteen (15) Business Days prior to the Tax Redemption
Date.

     A Holder may withdraw any Notice of Election by delivering to the Company
(if the Company is acting as its own paying agent), or to the Trustee or a
paying agent designated by the Company in the notice of redemption, a written
notice of withdrawal prior to the close of business on the Business Day prior to
the Tax Redemption Date.

     If cash sufficient to pay the Redemption Price of all Securities (or
portions thereof) to be redeemed on the Tax Redemption Date is deposited with
the Trustee or paying agent prior to 10:00 a.m., New York City time, on the Tax
Redemption Date, then on such Tax Redemption Date, interest, including
Additional Interest, Additional Amounts, if any, cease to accrue on such
Securities or portions thereof.


                                      -65-

<PAGE>

                                   ARTICLE 15
                            CONVERSION OF SECURITIES

     Section 15.01 Right To Convert. (a) Subject to and upon compliance with
the provisions of this Indenture, prior to the close of business on the Business
Day immediately preceding the Maturity Date, subject to prior redemption or
repurchase, the holder of any Security shall have the right, at such holder's
option, to convert the principal amount of the Security, or any portion of such
principal amount which is a multiple of $1,000, into fully paid and
non-assessable Common Shares (as such shares shall then be constituted) at the
Conversion Rate in effect at such time, by surrender of the Security to be so
converted in whole or in part, together with any required funds, in the manner
provided in Section 15.02. With the consent of holders of at least 25% of the
aggregate principal amount of Securities then outstanding and as described in
Section 15.03, the Securities may, at the Company's option, be convertible into
cash or a combination of cash and Common Shares.

     If any Securities have been called for redemption pursuant to Section
14.02, such Securities may be converted, at any time until the close of business
on the Business Day immediately preceding the redemption date, unless the
Company fails to pay the redemption price of such Securities.

     A Security in respect of which a holder is electing to accept the Company's
offer to purchase such holder's Securities upon a Fundamental Change pursuant to
Section 14.05 or on a Repurchase Date pursuant to Section 14.08 may be converted
only if such holder withdraws its election in accordance with Section 14.05 or
Section 14.08, as applicable. A holder of Securities is not entitled to any
rights of a holder of Common Shares until such holder has converted its
Securities into Common Shares, and only to the extent such Securities are deemed
to have been converted into Common Shares under this Article 15.

     Section 15.02 Exercise Of Conversion Privilege; Issuance Of Common Shares
On Conversion; No Adjustment For Interest Or Dividends. In order to exercise
the conversion privilege with respect to any Security in certificated form, the
Company must receive at the office or agency of the Company maintained for that
purpose or, at the option of such holder, the Corporate Trust Office, such
Security with the original or facsimile of the form entitled "Conversion Notice"
on the reverse thereof, duly completed and manually signed, together with such
Securities duly endorsed for transfer, accompanied by the funds, if any,
required by this Section 15.02. Such notice shall also state the name or names
(with address or addresses) in which the certificate or certificates for Common
Shares which shall be issuable on such conversion shall be issued. The
Conversion Agent shall be entitled to assume, without duty to inquire, each
converting Securityholder has, as a condition precedent to exercising its
conversion right, paid all stamp, issue, registration, and similar taxes or
duties or transfer costs which it is required to pay. Once deposited, a
Conversion Notice may not be withdrawn without the written consent of the
Company (with a copy of such consent together with the relevant Conversion
Notice sent to the relevant Conversion Agent at the same time.

     In order to exercise the conversion privilege with respect to any interest
in a Global Security, the beneficial holder must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
Depositary's book-entry conversion program,


                                      -66-

<PAGE>

deliver, or cause to be delivered, by book-entry delivery an interest in such
Global Security, furnish appropriate endorsements and transfer documents if
required by the Company or the Trustee or conversion agent.

     As promptly as practicable after satisfaction of the requirements for
conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Securityholder (as if such transfer were a transfer of the Security
or Securities (or portion thereof) so converted), the Company shall issue and
shall deliver to such Securityholder at the office or agency maintained by the
Company for such purpose pursuant to Section 3.02, a certificate or certificates
for the number of full Common Shares issuable upon the conversion of such
Security or portion thereof as determined by the Company in accordance with the
provisions of this Article 15 and a check or cash in respect of any fractional
interest in respect of a Common Share arising upon such conversion, calculated
by the Company as provided in Section 15.05. In case any Security of a
denomination greater than $1,000 shall be surrendered for partial conversion,
and subject to Section 2.03, the Company shall execute and the Trustee shall
authenticate and deliver to the holder of the Security so surrendered, without
charge to him, a new Security or Securities in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Security.

     Each conversion shall be deemed to have been effected as to any such
Security (or portion thereof) on the date on which the requirements set forth
above in this Section 15.02 have been satisfied as to such Security (or portion
thereof), and the Person in whose name any certificate or certificates for
Common Shares shall be issuable upon such conversion shall be deemed to have
become on said date the holder of record of the shares represented thereby;
provided that any such surrender on any date when the stock transfer books of
the Company shall be closed shall constitute the Person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Rate in effect on the date upon which such
Security shall be surrendered.

     Any Security or portion thereof surrendered for conversion during the
period from the close of business on the record date for any interest payment
date to the close of business on the Business Day preceding the following
interest payment date shall be accompanied by payment, in immediately available
funds or other funds acceptable to the Company, of an amount equal to the
Interest otherwise payable on such interest payment date on the principal amount
being converted; provided that no such payment need be made (1) if the Company
has specified a redemption date that is after a record date and on or prior to
the next interest payment date, (2) if the Company has specified a Fundamental
Change Purchase Date following a Fundamental Change or in connection with a
Repurchase Date, in each case that is after a record date and on or prior to the
next interest payment date or (3) to the extent of any overdue Interest, if any
overdue Interest exists at the time of conversion with respect to such Security.
Except as provided above in this Section 15.02, no payment or other adjustment
shall be made for Interest accrued on any Security converted or for dividends on
any shares issued upon the conversion of such Security as provided in this
Article 15.

     Upon the conversion of an interest in a Global Security, the Trustee (or
other conversion agent appointed by the Company), or the Custodian at the
direction of the Trustee (or other


                                      -67-

<PAGE>

conversion agent appointed by the Company), shall make a notation on such Global
Security 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.

     Upon the conversion of a Security, any accrued but unpaid Interest to the
conversion date with respect to the converted Security shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
holder thereof through delivery of the Common Shares, cash or combination of
cash and Common Shares, as applicable, in exchange for the Security being
converted pursuant to the provisions hereof; and the fair market value of such
Common Shares, cash or combination of cash and Common Shares, as applicable,
shall be treated as issued, to the extent thereof, first in exchange for and in
satisfaction of the Company's obligation to pay the principal amount of the
converted Security, the accrued but unpaid Interest through the conversion date,
and the balance, if any, of such fair market value of such Common Shares, cash
or combination of cash and Common Shares, as applicable, (any such cash payment)
shall be treated as issued in exchange for and in satisfaction of the right to
convert the Security being converted pursuant to the provisions hereof.

     Section 15.03 Net Share Settlement Election. With the consent of holders
of at least 25% of the aggregate principal amount of Securities outstanding, the
Company and Trustee may enter into a supplemental indenture so as to permit, at
the Company's option, settlement upon conversion in cash or any combination of
cash and Common Shares in lieu of delivery of common shares in satisfaction of
the Conversion obligation upon conversion of the Securities. If such consent has
been given, at any time on or prior to the 2nd Scheduled Trading Day following
the applicable conversion date (except, in respect of Securities to be converted
during the period beginning twelve (12) Scheduled Trading Days immediately
preceding a redemption date, repurchase date, Fundamental Change Repurchase Date
or the Maturity Date for such Securities, no later than the date we deliver our
notice of redemption, the Repurchase Notice, the Fundamental Change Repurchase
Notice or the 13th Scheduled Trading Day preceding the Maturity Date, as
applicable), the Company may elect to satisfy the obligation upon conversion of
the Securities with respect to any Securities converted after the date of such
election by delivering cash up to the aggregate principal amount of Securities
to be converted, Common Shares, or a combination thereof in respect of the
remainder, if any, of the obligation upon conversion of the Securities. Such
election (a "Net Share Settlement" election) shall be in the Company's sole
discretion and shall not require the consent of Securityholders after the
supplemental indenture permitting such Net Share Settlement has been properly
entered into pursuant to the terms of this Section 15.03.

     The Company shall treat all holders with the same Cash Settlement Averaging
Period in the same manner. The Company shall not, however, have any obligation
to settle any obligations to convert the Securities arising with respect to
different Cash Settlement Averaging Periods in the same manner.

     The amount of Cash and/or number of shares of Common Shares, as the case
may be, due upon conversion of Securities shall be determined as follows:


                                      -68-

<PAGE>

     (a) If the Company elects to satisfy the entire obligation to convert the
Securities by delivering Common Shares, the Company shall deliver to the
converting holder a number of shares of Common Shares equal to (i) (A) the
aggregate principal amount of Securities to be converted divided by (B) 1,000
multiplied by (ii) the Conversion Rate in effect on the relevant Conversion Date
(provided that the Company shall deliver cash in lieu of fractional shares as
described in Section 15.05).

     (b) If the Company elects to satisfy the entire obligation to convert the
Securities by paying cash, the Company shall pay to the converting holder, for
each $1,000 principal amount of Securities so converted, cash in an amount equal
to the Conversion Value.

     (c) If the Company elects to satisfy the obligation to convert the
Securities by delivering or paying, as the case may be, a combination of cash
and Common Shares, the Company shall deliver to the converting holder, for each
$1,000 principal amount of Securities so converted (x) cash in an amount equal
to the lesser of (A) the Specified Cash Amount and (B) the Conversion Value; and
(y) if the Conversion Value is greater than the Specified Cash Amount, a number
of shares of Common Stock equal to the sum of the Daily Share Amounts for each
of the twenty Trading Days in the Cash Settlement Averaging Period (provided
that the Company shall deliver Cash in lieu of fractional shares as described in
Section 15.05).

     Any settlement of an obligation to convert the Securities made entirely or
partially in cash (other than cash in lieu of fractional shares) shall occur on
the third Business Day immediately following the final Trading Day of the Cash
Settlement Averaging Period.

     Section 15.04 Net Share Settlement Notices. If the Company has elected to
make a Net Share Settlement as described in Section 15.03, the Company shall
promptly (i) issue a press release and post such information on its website or
otherwise publicly disclose this information or (ii) provide written notice to
holders by mailing such notice to holders at their address in the Register (in
the case of a certificated Security), or through the facilities of the
Depositary (in the case of a Global Security). This notice to holders shall
include the amount to be satisfied in cash as a fixed dollar amount per $1,000
principal amount of Securities (the "Specified Cash Amount"). If, subsequent to
the Company electing a Net Share Settlement, the Company fails to timely notify
converting holders of the Specified Cash Amount, the Specified Cash Amount shall
be deemed to be $1,000.

     Section 15.05 Cash Payments in Lieu of Fractional Shares. No fractional
Common Shares or scrip certificates representing fractional shares shall be
issued upon conversion of Securities. If more than one Security shall be
surrendered for conversion at one time by the same holder, the number of full
shares that shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions thereof
to the extent permitted hereby) so surrendered. If any fractional share would be
issuable upon the conversion of any Security or Securities, the Company shall
make an adjustment and payment therefor in cash at the current market price
thereof to the holder of Securities, but in no event to exceed the U.S. dollar
equivalent of Cdn $200. For purposes of this Section 15.05 only, the current
market price of a Common Share shall be the Last Reported Sale Price on the last
Trading Day immediately preceding the day on which the Securities (or specified
portions thereof) are deemed to have been converted.


                                      -69-

<PAGE>

     Section 15.06 Conversion Rate. Each $1,000 principal amount of the
Securities shall be convertible into the number of Common Shares specified in
the form of Security (herein called the "Conversion Rate") attached as Exhibit A
hereto, subject to adjustment as provided in this Article 15.

     Section 15.07 Adjustment Of Conversion Rate. The Conversion Rate shall be
adjusted, without duplication, from time to time by the Company in accordance
with this Section 15.07, except that the Company will not make any adjustment if
holders of Securities are entitled to participate on the relevant distribution
or payment date, as a result of holding the Securities, in the transactions
described in Sections Section 15.07(b), Section 15.07(c) and Section
15.07(d)below without having to convert their Securities (based on the
Conversion Rate in effect immediately before the relevant Ex-Dividend Date) or
holders of Common Shares are not eligible to participate in the relevant
transaction described below in this Section 15.07:

     (a) If the Company, at any time or from time to time while any of the
Securities are outstanding, issues Common Shares as a dividend or distribution
on Common Shares (including a Common Share bonus or as a result of the
capitalization of profits or reserves), or if the Company effects a Common Share
split or Common Share combination, then the Conversion Rate will be adjusted
based on the following formula:

                                     (OS')
                         CR' = CR0 X (---)
                                     (OS0)

     where:

     CR0 = the Conversion Rate in effect immediately prior to the Ex-Dividend
Date for such dividend or distribution, or the effective date of such Common
Share split or Common Share combination, as applicable;

     CR' = the Conversion Rate in effect immediately after the opening of
business on such Ex-Dividend Date for such dividend or distribution or effective
date of such Common Share split or Common Share combination, as applicable;

     OS0 = the number of Common Shares outstanding immediately prior to such
Ex-Dividend Date for such dividend or distribution or effective date of such
Common Share split or Common Share combination; and

     OS' = the number of Common Shares outstanding immediately after the opening
of business on such Ex-Dividend Date for such dividend or distribution or
effective date of such Common Share split or Common Share combination, but after
giving effect to such dividend, distribution, Common Share split or Common Share
combination, as applicable.

     Such adjustment shall become effective immediately after the Ex-Dividend
Date for such dividend or distribution, or the effective date for such share
split or share combination. If any dividend or distribution of the type
described in this Section 15.07(a) is declared but not so paid or made, the
Conversion Rate shall again be adjusted, as of the date that is the earlier of
(i) the


                                      -70-

<PAGE>

public announcement of the non-payment of the dividend or distribution and (ii)
the date that the dividend or distribution was to be paid, 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, distributes to all or substantially all holders of
Common Shares any rights (including subscription bonuses) or warrants entitling
them for a period of not more than 45 calendar days from the record date for
such rights or warrants to subscribe for or purchase Common Shares at an
exercise price per Common Share less than the Last Reported Sales Price of
Common Shares on the Trading Day immediately preceding the date of announcement
of such distribution, the Conversion Rate shall be adjusted based on the
following formula:

                                     (OS0 + X)
                         CR' = CR0 X (-------)
                                     (OS0 + Y)

     CR0 = the Conversion Rate in effect immediately prior to the Ex-Dividend
Date for such distribution;

     CR' = the Conversion Rate in effect immediately after the opening of
business on the Ex-Dividend Date for such distribution;

     OS0 = the number of Common Shares outstanding immediately before such
Ex-Dividend Date for such issuance;

     X = the total number of Common Shares issuable pursuant to such rights or
warrants; and

     Y = the number of Common Shares equal to the quotient of (A) the aggregate
price payable to exercise such rights or warrants divided by (B) the average of
the Last Reported Sale Prices of Common Shares for the 10 consecutive Trading
Day period ending on the Trading Day immediately preceding the Ex-Dividend Date
for such distribution.

     To the extent such rights or warrants are not exercised or converted prior
to the expiration of the exercisability or convertability thereof, the
Conversion Rate shall be readjusted, as of such expiration date, 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 Common Shares 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 such rights
or warrants had not been issued. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase Common Shares at less than the
Last Reported Price of Common Shares immediately preceding the date of
announcement of such distribution, and in determining the aggregate offering
price of such Common Shares, there shall be taken into account any consideration
received for such rights or warrants and the value of such consideration, if
other than cash, as shall be determined in good faith by the Board of Directors
of the Company.


                                      -71-

<PAGE>

     With respect to any rights or warrants (the "Rights") that may be issued or
distributed pursuant to any rights plans implemented by the Company after the
date of this Indenture (a "Rights Plan"), the holders of Securities will
receive, with respect to any Common Shares issued upon conversion, the Rights
described therein (whether or not the Rights have separated from the Common
Shares at the time of conversion), subject to the limitations set forth in and
in accordance with any such Rights Plan; provided that if at the time of
conversion the Rights have separated from the Common Shares in accordance with
the provisions of the Rights Plan so that holders would not be entitled to
receive any rights in respect of the Common Shares, if any, issuable upon
conversion of the Securities as a result of the timing of the Conversion Date,
the Conversion Rate will be adjusted as if the Company distributed to all
holders of Common Shares securities constituting such rights as provided in the
first paragraph of this clause (b) of this Section 15.07, subject to a
corresponding readjustment to the Conversion Rate on an equitable basis in the
event that such Rights are later redeemed, repurchased, invalidated or
terminated. A further adjustment will occur as described in above in this clause
(b) of this Section 15.07 if such Rights become exercisable to purchase
different securities, evidences of indebtedness or assets, subject to a
corresponding readjustment to the Conversion Rate on an equitable basis in the
event that such Rights are later redeemed, repurchased, invalidated or
terminated. Other than as specified in this paragraph of this clause (b) of this
Section 15.07, there will not be any adjustment to the Conversion Rate as the
result of the issuance of any Rights, the distribution of separate certificates
representing such Rights, the exercise or redemption of such Rights in
accordance with any Rights Plan or the termination or invalidation of any
Rights.

     (c) If the Company, at any time or from time to time while the Securities
are outstanding, distributes any share capital of the Company, evidences of
indebtedness or other assets or property of the Company or rights to acquire the
Company's share capital or other securities to all, or substantially all,
holders of its Common Shares, excluding:

     (i) dividends or distributions referred to in Section 15.07(a);

     (ii) rights or warrants referred to in Section 15.07(b);

     (iii) dividends or distributions paid exclusively in cash; and

     (iv) Spin-Offs (as defined below) to which the provisions set forth below
in this Section 15.07(c) shall apply;

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

                                     (   SP0   )
                         CR' = CR0 X (---------)
                                     (SP0 - FMV)

     CR0 = the Conversion Rate in effect immediately prior to the Ex-Dividend
Date for such distribution;


                                      -72-

<PAGE>

     CR' = the Conversion Rate in effect immediately after the opening of
business on the Ex-Dividend Date for such distribution;

     SP0 = the average of the Last Reported Sale Prices of the Common Shares
over the 10 consecutive Trading Day period ending on the Trading Day immediately
preceding the Ex-Dividend Date for such distribution; and

     FMV = the fair market value (as determined in good faith by the Board of
Directors of the Company) of the share capital, evidences of indebtedness,
assets, property or rights distributed with respect to each outstanding Common
Share on the Ex-Dividend Date for such distribution.

     Such adjustment shall become effective immediately prior to the opening of
business on the day following the Ex-Dividend Date for such distribution.

     Where there has been a payment of a dividend or other distribution on the
Common Shares in the Company's share capital 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 15th Trading Day immediately following the effective date
of the Spin-Off shall be increased based on the following formula:

                                     (FMV0 + MP0)
                         CR' = CR0 X (----------)
                                     (    MP0   )

     where

     CR0 = the Conversion Rate in effect on the 15th Trading Day immediately
following, and including, the effective date of the Spin-Off;

     CR' = the Conversion Rate in effect immediately after the 15th Trading Day
immediately following, and including, the effective date of the Spin-Off;

     FMV0 = the average of the Last Reported Sale Prices of the Company's share
capital or similar equity interest distributed to holders of Common Shares
applicable to one Common Share over the first 10 consecutive Trading Day period
beginning on, and including, the 5th Trading Day after the effective date of the
Spin-Off; and

     MP0 = the average of the Last Reported Sale Prices of Common Shares over
the first 10 consecutive Trading Day period beginning on, and including, the 5th
Trading Day the effective date of the Spin-Off.

     The adjustment to the Conversion Rate under the preceding paragraph will
occur on the 15th Trading Day from, and including, the effective date of the
Spin-Off; provided that in respect of any conversion within the 15 Trading Days
following the effective date of any Spin-Off, references within this Section
15.07(c) to "10 Trading Days" shall be deemed replaced with such lesser number
of Trading Days as have elapsed between the effective date of such Spin-Off and
the Conversion Date in determining the Conversion Rate.


                                      -73-

<PAGE>

     If any dividend or distribution described in this Section 15.07(c) is
declared but not paid or made, the Conversion Rate shall be readjusted, as of
the date that is the earlier of (i) the public announcement of the non-payment
of the dividend or distribution and (ii) the date that the dividend or
distribution was to have been paid, in which case, the Conversion Rate will be
the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

     For the purposes of this Section 15.07(c), rights, warrants or options
distributed by the Company to all holders of Common Shares entitling them to
subscribe for or purchase shares of the Company's capital stock (either
initially or under certain circumstances), which rights, warrants or options
until the occurrence of a specified event or events (a "Trigger Event"): (1) are
deemed to be transferred with such Common Shares; (2) are not exercisable; and
(3) are also issued in respect of future issuances of Common Shares, shall be
deemed not to have been distributed for purposes of this Section 15.07(c), (and
no adjustment to the Conversion Rate under this Section 15.07(c) 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 15.07(c). If any such right, warrant or option, including any such
existing rights, warrants or options distributed prior to the date of this
Indenture, are subject to events, upon the occurrence of which such rights,
warrants or options 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, warrants or options with such rights
(and a termination or expiration of the existing rights, warrants or options
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights, warrants or options 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
15.07(c) was made, (1) in the case of any such rights, warrants or options which
shall all have been redeemed or purchased without exercise by any Holders
thereof, the Conversion Rate shall be readjusted upon such final purchase 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 purchase price
received by a holder of Common Shares with respect to such rights, warrants or
options (assuming such holder had retained such rights, warrants or options),
made to all applicable holders of Common Shares as of the date of such
redemption or purchase, and (2) in the case of such rights, warrants or options
which shall have expired or been terminated without exercise by any holders
thereof, the Conversion Rate shall be readjusted as if such rights, warrants or
options had not been issued.

     (d) If the Company pays any cash dividend or other distribution (other than
the cash portion of any distributions for which the Conversion Rate is adjusted
pursuant to Section 15.07(c)) to all, or substantially all, holders of Common
Shares (including as a result of capital reductions and Common Share redemptions
or authorizations), the Conversion Rate shall be adjusted based on the following
formula:

                                          (  SP0  )
                              CR' = CR0 X (-------)
                                          (SP0 - C)


                                      -74-

<PAGE>

     where

     CR0 = the Conversion Rate in effect immediately prior to the Ex-Dividend
Date for such dividend or distribution;

     CR' = the Conversion Rate in effect immediately after the opening of
business on the Ex-Dividend Date for such dividend or distribution;

     SP0 = the average of the Last Reported Sale Prices of a Common Share over
the 10 consecutive Trading Day period ending on the Trading Day immediately
preceding the Ex-Dividend Date for such dividend or distribution; and

     C = the full amount of such dividend or distribution per share the Company
distributes to holders of Common Shares.

     If any dividend or distribution described in this Section 15.07(d) is
declared but not so paid or made, the new Conversion Rate shall be adjusted, as
of the date that is the earlier of (i) the public announcement of the
non-payment of the dividend or distribution and (ii) the date that the dividend
or distribution was to be paid, to the Conversion Rate that would then be in
effect if such dividend or distribution had not been declared.

     (e) If the Company or any Subsidiary makes a payment in respect of a tender
offer or exchange offer for Common Shares, to the extent that the cash and value
(which will be, except for the value of traded securities, determined by the
Board of Directors) of any other consideration included in the payment per
Common Share exceeds the Last Reported Sale Price per Common Share on the
Trading Day immediately following the last date on which tenders or exchanges
may be made pursuant to such tender or exchange offer, the Conversion Rate shall
be adjusted as of the close of business on the 10th Trading Day from and
including the Trading Day immediately following the date the tender or exchange
offer expires based on the following formula:

                                     (AC + (SP' x OS'))
                         CR' = CR0 X (----------------)
                                     (    OS0 x SP'   )

     where

     CR0 = the Conversion Rate in effect on the day immediately prior to the
effective date of the adjustment;

     CR' = the Conversion Rate in effect immediately following the effective
date of the adjustment;

     AC = the aggregate value of all cash and any other consideration (as
determined by the Board of Directors) paid or payable for Common Shares
purchased in such tender or exchange offer;


                                      -75-

<PAGE>

     OS0 = the number of Common Shares outstanding on the Trading Day
immediately prior to the date such tender or exchange offer expires;

     OS' = the number of Common Shares outstanding on the Trading Day
immediately after the date such tender or exchange offer expires (after giving
effect to the purchase or exchange of Common Shares pursuant to such tender or
exchange offer); and

     SP' = the average of the Last Reported Sale Prices of Common Shares over
the 10 consecutive Trading Day period commencing on the Trading Day immediately
following the date such tender or exchange offer expires.

     The adjustment to the Applicable Conversion Rate under this Section
15.07(e) shall occur on the 10th Trading Day from, and including, the Trading
Day next succeeding the date such tender or exchange offer expires; provided
that in respect of any conversion within the 10 Trading Days immediately
following, and including, the expiration date of any tender or exchange offer,
references within this Section 15.07(e) to "10 Trading Days" shall be deemed
replaced with such lesser number of Trading Days as have elapsed between the
expiration date of such tender or exchange offer and the Conversion Date in
determining the Conversion Rate.

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

     (f) No adjustment to the Conversion Rate will be required unless the
adjustment would require an increase or decrease of at least 1% of the
Conversion Rate. If the adjustment is not made because the adjustment does not
change the Conversion Rate by at least 1%, then the adjustment that is not made
will be carried forward and taken into account in any future adjustments. In
addition, the Company will make any carry forward adjustments not otherwise
effected upon an offer by the Company to purchase the Securities in connection
with a Fundamental Change or with respect to a repurchase at the option of
holders, upon any Redemption Date, upon any conversion of the Securities, within
one year of the first such adjustment carried forward and on the record date
immediately prior to the Maturity of the Securities. Adjustments to the
Conversion Rate will be rounded to the nearest ten-thousandth, with five
one-hundred-thousandths rounded upward (e.g., 0.76545 would be rounded up to
0.7655).

     (g) The Company from time to time may, to the extent permitted by
applicable law and subject to the applicable rules of the Nasdaq Global Market,
increase the Conversion Rate by any amount for a period of at least 20 days if
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 Applicable Conversion Rate is increased pursuant to
this Section 15.07(g) or Section 15.07(h) below, 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.


                                      -76-

<PAGE>

     (h) The Company may (but is not required to) make such increases in the
Conversion Rate, in addition to any adjustments required by Section 15.07(a),
Section 15.07(b), Section 15.07(c), Section 15.07(d), Section 15.07(e) or
Section 15.07(g), as the Board of Directors considers to be advisable to avoid
or diminish income tax to holders resulting from any dividend or distribution of
Capital Stock issuable on conversion of the Securities (or rights to acquire
shares) or from any event treated as such for income tax purposes.

     (i) Except as otherwise provided in this Indenture, all calculations under
this Article 15 shall be made by the Company. No adjustment shall be made for
the Company's issuance of Common Shares or securities convertible into or
exchangeable for Common Shares or rights to purchase Common Shares or
convertible or exchangeable securities, other than as provided in this Section
15.07. The Company shall make such calculations in good faith and, absent
manifest error, such calculations shall be binding on the holders, the Trustee
and the Conversion Agent.

     (j) 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, a
brief statement of the facts requiring such adjustment and the date on which
each adjustment becomes effective and shall mail such notice of such adjustment
of the Conversion Rate to each Securityholder at such holder's last address
appearing on the list of Securityholders provided for in Section 2.05, within 20
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of any such adjustment.

     (k) For purposes of this Section 15.07, the number of Common Shares 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 Common
Shares held in the treasury of the Company, but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of Common Shares.

     (l) Notwithstanding anything to the contrary in this Article 15, no
adjustment to the Conversion Rate shall be made:

     (i) upon the issuance of any Common Shares pursuant to any present or
future plan providing for the reinvestment of dividends or Interest payable on
the Company's Securities and the investment of additional optional amounts in
Common Shares under any plan;

     (ii) upon the issuance of any Common Share, or any option, warrant, right
or exercisable, exchangeable or convertible security to purchase the Company's
Common Shares, pursuant to any future agreements entered into with suppliers of
raw materials or machinery or consideration or inducement to enter into such
supply agreement, except if such distribution is to all or substantially all
holders of the Company's Common Shares;


                                      -77-

<PAGE>

     (iii) upon the issuance of any Common Shares or options or rights to
purchase those shares pursuant to any present or future employee, director or
consultant benefit plan or program of or assumed by the Company or any
Subsidiary;

     (iv) upon the issuance of any Common Shares pursuant to any option,
warrant, right or exercisable, exchangeable or convertible security not
described in (ii) above outstanding as of the date the Securities were first
issued;

     (v) for a change in the par value of the Common Shares if the Common Shares
then have a par value, or from par value to no par value or from no par value to
par value;

     (vi) for accrued and unpaid Interest, including any Additional Amounts; or

     (vii) for the avoidance of doubt, for the issuance of Common Shares by the
Company (other than to all or substantially all holders of Common Shares) or the
payment of cash by the Company upon conversion or repurchase of Securities.

     (m) In the event of an adjustment to the Conversion Rate pursuant to
Sections 15.07(d) or (e), in no event will the Conversion Rate exceed 56.6773
Common Shares per $1,000 principal amount of notes, in each case otherwise
subject to adjustments as set forth in Sections 15.07(a), (b) and (c).

     Section 15.08 Effect Of Reclassification, Consolidation, Merger or Sale. If
any of the following events occur, namely (i) any reclassification or change of
the outstanding Common Shares, (ii) any consolidation, merger or combination of
the Company with another Person as a result of which holders of Common Shares
shall be entitled to receive cash, securities or other property with respect to
or in exchange for such Common Shares, or (iii) any sale or conveyance of all or
substantially all of the properties and assets of the Company to any other
Person as a result of which holders of Common Shares shall be entitled to
receive cash, securities or other property with respect to or in exchange for
such Common Shares, 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 each Security shall be
convertible into either (a) cash or (b) the kind and amount of shares of cash,
securities or other property receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of Common Shares issuable upon conversion of such Securities (assuming, for such
purposes, a sufficient number of authorized Common Shares are available to
convert all such Securities) immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance assuming such holder of
Common Shares did not exercise his rights of election, if any, as to the kind or
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance (provided that, if the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance is not the same for each Common Share in respect of which such rights
of election shall not have been exercised ("non-electing share"), then for the
purposes of this Section 15.08 the kind and amount of stock, other securities or
other property or assets (including cash) receivable upon


                                      -78-

<PAGE>

such reclassification, change, consolidation, merger, combination, sale or
conveyance for each non-electing share shall be deemed to be the weighted
average of the types and amounts of consideration received by the holders of the
Common Shares that affirmatively make such an election. 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 15.

     The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Securities, at its address appearing on
the Security Register provided for in Section 2.05 of this Indenture, within
twenty (20) days after execution thereof. Failure to deliver such notice shall
not affect the legality or validity of such supplemental indenture.

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

     If, as a result of this Section 15.08 holders of Securities would otherwise
be entitled to receive, upon conversion of the Securities, any property
(including cash) or securities that would not constitute "Prescribed Securities"
for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada)
(referred to herein as "Ineligible Consideration"), such holders shall not be
entitled to receive such Ineligible Consideration but the Company or the
successor or acquirer, as the case may be, shall have the right (at the sole
option of the Company or the successor or acquirer, as the case may be) to
deliver either such Ineligible Consideration or Prescribed Securities for the
purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) with a
market value equal to the market value of such Ineligible Consideration. In
general, Prescribed Securities would include Common Shares and other shares
which are not redeemable by the holder within five years of the date of issuance
of the Securities. The Company shall give notice to the holders of Securities at
least 30 days prior to the effective date of such transaction in writing and by
release to a business newswire stating the consideration into which the
Securities will be convertible after the effective date of such transaction.
After such notice, the Company or the successor or acquirer, as the case may be,
may not change the consideration to be delivered upon conversion of the Security
except in accordance with any other provision of this Indenture.

     If this Section 15.08 applies to any event or occurrence, Section 15.07
shall not apply.

     Section 15.09 Taxes On Shares Issued. Additional Amounts. The issuance of
stock certificates on conversions of Securities shall be made without charge to
the converting Securityholder for any documentary, stamp or similar issue or
transfer tax in respect of the issue thereof. The Company shall not, however, be
required to pay any such tax which may be payable in respect of any transfer
involved in the issue and delivery of stock in any name other than that of the
holder of any Security 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.

     Nothing in this Indenture shall preclude any tax withholding required by
law, regulation or governmental policy having the force of law within any
Relevant Taxing Jurisdiction. In the event that any such withholding or
deduction is so required, the Company shall pay to the holder of each Security
such additional amounts ("Additional Amounts") as may be necessary to


                                      -79-

<PAGE>

ensure that the net amount received by the holder after such withholding or
deduction (including any taxes on the Additional Amounts) shall equal the
amounts which would have been received by such holder had no such withholding or
deduction been required, except that no Additional Amounts shall be payable:

          (a) for or on account of:

               (1) any tax, duty, assessment or other governmental charge that
     would not have been imposed but for:

                    (A) the existence of any present or former connection
          between the holder or beneficial owner of such Security, and the
          Relevant Taxing Jurisdiction other than merely holding such Security
          or the receipt of payments thereunder, including, without limitation,
          such holder or beneficial owner being or having been a national,
          domiciliary or resident of such Relevant Taxing Jurisdiction or
          treated as a resident thereof or being or having been physically
          present, carried on business or engaged in a trade or business therein
          or having or having had a permanent establishment therein;

                    (B) the presentation of such Security (in cases in which
          presentation is required) more than 30 days after the later of the
          date on which the payment of the principal of, premium, if any, and
          interest on, such Security became due and payable pursuant to the
          terms thereof or was made or duly provided for; or

                    (C) the failure of the holder or beneficial owner to comply
          with a timely request from the Company or any successor, to provide
          information concerning such holder's or beneficial owner's
          nationality, residence, identity or connection with the Relevant
          Taxing Jurisdiction, or to make any declaration or satisfy any other
          reporting requirement relating to such matters, if and to the extent
          that due and timely compliance with such request is required by law,
          regulation or administrative practice of the Relevant Taxing
          Jurisdiction to reduce or eliminate any withholding or deduction as to
          which Additional Amounts would have otherwise been payable to such
          holder or beneficial owner;

               (2) any estate, inheritance, gift, sale, transfer, capital gains,
     excise, personal property or similar tax, assessment or other governmental
     charge;

               (3) any tax, duty, assessment or other governmental charge that
     is payable otherwise than by withholding from payments under or with
     respect to the Securities; or

               (4) any combination of taxes, duties, assessments or other
     governmental charges referred to in the preceding clauses (1), (2) or (3)
     (the "Excluded Taxes"); or

          (b) with respect to any payment of the principal of, or premium, if
any, or Interest on, such Security to a holder, if the holder is a fiduciary,
partnership or person other than the sole beneficial owner of any payment to the
extent that such payment would be required to be included in the income under
the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary
or settlor with respect to the fiduciary, a member of that partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had
that beneficiary, settlor, partner or beneficial owner been the holder thereof
(an "Excluded Holder").


                                      -80-

<PAGE>

          Whenever there is mentioned in any context the payment of principal
of, and any premium or Interest on, any Security, such mention shall be deemed
to include payment of Additional Amounts provided for in this Indenture to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof.

          (c) In the event that the Company is required by law, regulation or
government policy in a Relevant Taxing Jurisdiction to withhold or deduct taxes
or other amounts from a payment made to a holder or beneficial owner of a
Security, the Company shall make such withholding or deduction and shall remit
the full amount deducted or withheld to the relevant authority in the Relevant
Taxing Jurisdiction in accordance with applicable law. The Company shall furnish
to such holder or beneficial owner the original or a certified copy of a receipt
or other reasonable evidence of payment of taxes made by the Company to relevant
authority in the Relevant Taxing Jurisdiction within 60 days after the date of
any such payment.

          Subject to the exclusions of subsections (a) and (b) of this Section
15.09, the Company shall indemnify a holder or beneficial owner of a Security
for the full amount of any taxes paid by such holder or beneficial owner and any
liability (including penalties, interest and reasonable expenses) arising from
or with respect to such taxes, whether or not they were correctly or legally
asserted; provided, that reasonable supporting documentation is provided by such
holder or beneficial owner with such written demand. Payment under this
indemnification shall be made within 30 days from the date the holder or
beneficial owner makes written demand for it.

     Section 15.10 Reservation of Shares, Shares to Be Fully Paid; Compliance
With Governmental Requirements; Listing of Common Shares. The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient Common Shares to provide for the
conversion of the Securities from time to time as such Securities are presented
for conversion.

     Before taking any action which would cause an adjustment increasing the
Conversion Rate to an amount that would cause the Conversion Price to be reduced
below the then par value, if any, of the Common Shares 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 Shares at such adjusted Conversion Rate.

     The Company covenants that all Common Shares which may be issued upon
conversion of Securities will upon issue be fully paid and non-assessable by the
Company and free from all taxes, liens and charges with respect to the issue
thereof.

     The Company covenants that, if any Common Shares to be provided for the
purpose of conversion of Securities hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Company will in good
faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the Commission (or any successor thereto), endeavor
to secure such registration or approval, as the case may be.


                                      -81-

<PAGE>

     The Company covenants that, if at any time the Common Shares shall be
listed on the Nasdaq Global Market or any other national securities exchange or
automated quotation system, the Company will, if permitted by the rules of such
exchange or automated quotation system, list and keep listed, so long as the
Common Shares shall be so listed on such exchange or automated quotation system,
all Common Shares issuable upon conversion of the Security; provided that if the
rules of such exchange or automated quotation system permit the Company to defer
the listing of such Common Shares until the first conversion of the Securities
into Common Shares in accordance with the provisions of this Indenture, the
Company covenants to list such Common Shares issuable upon conversion of the
Securities in accordance with the requirements of such exchange or automated
quotation system at such time.

     Section 15.11 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 Common Shares, or of any securities or property,
which may at any time be issued or delivered upon the conversion of any
Security; 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, register the transfer of or
deliver any Common Shares or stock certificates or other securities or property
or cash upon the surrender of any Security for the purpose of conversion or to
comply with any of the duties, responsibilities or covenants of the Company
contained in this Article 15. 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 15.08 relating either to the kind or
amount of shares of stock or securities or property (including cash) receivable
by Securityholders upon the conversion of their Securities after any event
referred to in such Section 15.08 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 15.12 Notice To Holders Prior To Certain Actions. In case:

     (a) the Company shall declare a dividend (or any other distribution) on its
Common Shares that would require an adjustment in the Conversion Rate pursuant
to Section 15.07; or

     (b) the Company shall authorize the granting to the holders of all or
substantially all of its Common Shares 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 Shares of the
Company (other than a subdivision or combination of its outstanding Common
Shares, 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


                                      -82-

<PAGE>

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

     (d) of the voluntary or involuntary dissolution, liquidation or winding up
of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Securities at his address appearing on the Security Register provided
for in Section 2.05 of this Indenture, as promptly as possible but in any event
at least ten (10) days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Shares 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 Shares of record
shall be entitled to exchange their Common Shares 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 15.13 Adjustment to Conversion Rate upon Occurrence of a
Fundamental Change.

     If a Fundamental Change occurs prior to December 24, 2012, and a holder
elects to convert its Securities in connection with such transaction, the
Company shall, under certain circumstances, increase the Conversion Rate for the
Securities so surrendered for conversion as described in this Section 15.13. A
conversion of Securities will be deemed for these purposes to be "in connection
with" such Fundamental Change if the notice of conversion of the Securities is
received by the conversion agent from, and including, the Effective Date of the
Fundamental Change up to, and including, the Business Day immediately prior to
the Fundamental Change Purchase Date. Upon surrender of Securities for
conversion in connection with a Fundamental Change, the Company will deliver
Common Shares unless it has previously obtained consent from holders as
specified in Section 9.02 and Section 15.03, in which case the Company shall
have the option to deliver, in lieu of Common Shares, including the Additional
Common Shares, cash or a combination of cash and Common Shares.

     Notwithstanding the foregoing, a holder shall not be entitled to an
adjustment to the Conversion Rate pursuant to this Section 15.13 if at least 90%
of the consideration for the Common Shares (excluding cash payments for
fractional shares and cash payments made in respect of dissenters' appraisal
rights and cash payment of the required cash payment, if any) in the transaction
or transactions constituting the Fundamental Change consists of securities
traded on a United States national securities exchange, or which will be so
traded when issued or exchanged in connection with the Fundamental Change, and
as a result of such transaction or transactions the Securities become
convertible solely into such securities.


                                      -83-

<PAGE>

     In connection with an applicable Fundamental Change, we will increase the
Conversion Rate by the number of Additional Common Shares (the "Additional
Common Shares") as determined by reference to the table below, based on the date
on which the Fundamental Change occurs or becomes effective (the "Effective
Date"), and the price paid per Common Share, translated, if necessary, into U.S.
dollars at the exchange rate in effect on such, in the Fundamental Change (the
"Common Share Price"). If holders of our Common Shares receive only cash in the
Fundamental Change, the Common Share Price shall be the cash amount paid per
Common Share, translated, if necessary, into U.S. dollars at the exchange rate
in effect on the Effective Date of the Fundamental Change. Otherwise, the Common
Share Price shall be the average of the Last Reported Sale Prices of our Common
Shares over the five Trading Day period ending on the Trading Day preceding the
Effective Date of the Fundamental Change.

     The Common Share Prices set forth in the first row of the table below
(i.e., column headers) will be adjusted as of any date on which the Conversion
Rate of the Securities is otherwise adjusted. The adjusted Common Share Prices
will equal the Common Share Prices applicable immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the Conversion
Rate immediately prior to the adjustment giving rise to the Common Share Price
adjustment and the denominator of which is the Conversion Rate as so adjusted.
The number of Additional Common Shares will be adjusted in the same manner as
the Conversion Rate as set forth in Section 15.07.

                            Common Share Price (US$)

<TABLE>
<CAPTION>
Effective Date     $17.64  $19.00  $20.00  $21.00  $22.00  $23.00  $24.00  $25.00  $26.00  $27.00  $28.00  $30.00  $32.50  $35.00
-----------------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>                <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
December 10, 2007   6.07    2.93    4.19    3.53    2.97    2.49    2.07    1.73    1.42    1.15    0.92    0.56    0.25    0.07
December 15, 2008   6.07    2.93    4.19    3.53    2.97    2.49    2.07    1.73    1.42    1.15    0.92    0.56    0.25    0.07
December 15, 2009   6.07    2.93    4.19    3.53    2.97    2.49    2.07    1.71    1.39    1.11    0.88    0.52    0.23    0.06
December 15, 2010   6.07    2.93    4.19    3.53    2.92    2.38    1.94    1.56    1.25    0.98    0.76    0.43    0.17    0.02
December 15, 2011   6.07    2.93    4.05    3.23    2.46    1.94    1.53    1.19    0.92    0.69    0.51    0.25    0.07    0.00
December 24, 2012   6.07    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00
</TABLE>

     The exact Common Share Prices and Effective Dates may not be set forth in
the table above, in which case:

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

     o If the Common Share Price is greater than US$35.00 (subject to
adjustment), the Conversion Rate will not be adjusted.

     o If the Common Share Price is less than US$17.64 (subject to adjustment),
the Conversion Rate will not be adjusted.

     Notwithstanding the foregoing, in no event will the total number of Common
Shares issuable upon conversion exceed 56.6773 per US$1,000 principal amount of
Securities, subject to adjustment in the same manner as the Conversion Rate as
set forth in Section 15.07.


                                      -84-

<PAGE>

     Section 15.14 Transfer Restrictions. (a) Common Shares issued upon
conversion of Restricted Securities (all Common Shares issued in exchange
therefor or substitution thereof) shall be represented by certificates bearing
the Restricted Securities Legend and shall be subject to the restrictions or
transfer set forth in the Restricted Securities Legend.

     (b) Any Common Shares as to which such restrictions on transfer as to which
the conditions for removal of the Restricted Securities Legend have been
satisfied may, upon surrender of the certificates representing such Common
Shares for exchange in accordance with the procedures of the transfer agent for
the Common Shares, be exchanged for a new certificate or certificates for a like
number of Common Shares, which shall not bear the Restricted Securities Legend.


                                      -85-

<PAGE>

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

                                        CANADIAN SOLAR INC.


                                        By: /s/ Bing Zhu
                                            ------------------------------------
                                            Name:  Bing Zhu
                                            Title: CFO


                                        THE BANK OF NEW YORK,
                                        as Trustee


                                        By: /s/Tin Wan Chung
                                            ------------------------------------
                                            Name:  Tin Wan Chung
                                            Title: Assistant Treasurer

<PAGE>

                                                                       EXHIBIT A

                           [GLOBAL SECURITIES LEGEND]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY) 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
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                         [RESTRICTED SECURITIES LEGEND]

THE SECURITIES AND THE COMMON SHARES 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
COMMON SHARES 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 (1) AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY PRIOR TO THE END OF THE PERIOD WHILE SUCH SECURITY IS NOT
ELIGIBLE TO BE RESOLD PURSUANT TO RULE 144(K) UNDER THE SECURITIES ACT AS IN
EFFECT ON THE DATE OF TRANSFER 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, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, INCLUDING RULE 144, IF AVAILABLE, SUBJECT TO THE COMPANY'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D)
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF


                                       A-1

<PAGE>

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.


                                       A-2

<PAGE>

                               CANADIAN SOLAR INC.

                     6.0% CONVERTIBLE SENIOR NOTES DUE 2017

$                                                                         CUSIP:

No.

     Canadian Solar Inc., a Canadian corporation (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 its registered assigns, [the principal sum of ___________ Dollars] [the
principal sum of $[_______________] (which principal amount may from time to
time be increased or decreased to such other principal amounts (which, taken
together with the principal amount of all other Securities, shall not exceed
$[_______________]) as then set forth on Schedule I hereto)]1  on December 15,
2017 at the office or agency of the Company maintained for that purpose in
accordance with the terms of the Indenture, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay Interest, semiannually on June
15 or December 15 of each year, commencing June 15, 2008, on said principal sum
at said office or agency, in like coin or currency, at the rate per annum of
6.0%, from the June 15 or December 15, as the case may be, next preceding the
date of this Security to which Interest has been paid or duly provided for, or
unless no Interest has been paid or duly provided for on the Securities, in
which case from December 10, 2007 until payment of said principal sum has been
made or duly provided for. Except as otherwise provided in the Indenture, the
Interest payable on the Security pursuant to the Indenture on any June 15 or
December 15 will be paid to the Person entitled thereto as it appears in the
Security Register at the close of business on the record date, which shall be
the June 1 or December 1 (whether or not a Business Day) next preceding such
June 15 or December 15, as provided in the Indenture; provided that any such
Interest not punctually paid or duly provided for shall be payable as provided
in the Indenture. The Company shall pay Interest (i) on any Securities in
certificated form by check mailed to the address of the Person entitled thereto
as it appears in the Security Register (provided that the holder of Securities
with an aggregate principal amount in excess of $5,000,000 shall, at the written
election of such holder, be paid by wire transfer of immediately available
funds) or (ii) on any Global Security by wire transfer of immediately available
funds to the account of the Depositary or its nominee.

     The Company promises to pay Interest on overdue principal, premium, if any,
and (to the extent that payment of such Interest is enforceable under applicable
law) interest at the rate of 6.0% per annum.

     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 into Common Shares of the
Company or cash or a combination of cash and Common Shares on the terms and
subject to the limitations referred to on the reverse hereof and

----------
     1   Include in Global Security.


                                       A-3

<PAGE>

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 the State of New York.

     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.


                                       A-4

<PAGE>

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

                                        CANADIAN SOLAR INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Attest:


By:
    ---------------------------------
    Name:
    Title:

Dated:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities described in the within-named Indenture.

THE BANK OF NEW YORK, as Trustee


By:
    ---------------------------------
    Authorized Signatory


                                       A-5

<PAGE>

                           FORM OF REVERSE OF SECURITY

                               CANADIAN SOLAR INC.

                     6.0% CONVERTIBLE SENIOR NOTES DUE 2017

     This Security is one of a duly authorized issue of Securities of the
Company, designated as its "6.0% Convertible Senior Notes due 2017" (herein
called the "Securities"), issued and to be issued under and pursuant to an
Indenture dated as of December 10, 2007 (herein called the "Indenture"), between
the Company and The Bank of New York, as trustee (herein called the "Trustee"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the holders of the
Securities.

     The Securities are unsecured obligations of the Company. The aggregate
principal amount of Initial Securities outstanding at any time may not exceed
$75,000,000 in aggregate principal amount, except as provided in Section 2.06 of
the Indenture. The Indenture pursuant to which this Security is issued provides
that Additional Securities may be issued thereunder, if certain conditions are
met. The Indenture does not limit other debt of the Company, whether secured or
unsecured.

     In case an Event of Default shall have occurred and be continuing, the
principal of, premium, if any, and accrued and unpaid Interest on all Securities
may be declared by either the Trustee or the holders of not less than 25% in
aggregate principal amount of the Securities then outstanding, and upon said
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of at least a majority in aggregate principal
amount of the Securities at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Securities; provided that no such
supplemental indenture may be entered without the consent of the holders of all
Securities then outstanding except in the events described in Section 9.02 of
the Indenture.

     Subject to the provisions of the Indenture, the holders of a majority in
aggregate principal amount of the Securities at the time outstanding may on
behalf of the holders of all of the Securities waive any past default or Event
of Default under the Indenture and its consequences except (A) a default in the
payment of Interest, or any premium on, or the principal of, any of the
Securities, (B) a failure by the Company to convert any Securities into Common
Shares of the Company, cash or a combination of cash and Common Shares, (C) a
default in the payment of the redemption price pursuant to Article 14 of the
Indenture, (D) a default in failing to make an offer to purchase pursuant to a
Fundamental Change or in the payment of the repurchase price or the fundamental
change repurchase price pursuant to Article 14 of the Indenture, or (E) a
default in respect of a covenant or provisions of the Indenture which under
Article 9 of the Indenture cannot be modified or amended without the consent of
the holders of each or all Securities then outstanding or affected thereby. Upon
any such waiver, the Company, the Trustee and the


                                       A-6

<PAGE>

holders of the Securities shall be restored to their former positions and rights
hereunder; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by Section 5.07
of the Indenture, said default or Event of Default shall for all purposes of the
Securities and the Indenture be deemed to have been cured and to be not
continuing; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.

     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 of and any premium and Interest
on this Security at the place, at the respective times, at the rate and in the
coin or currency herein prescribed.

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

     The Securities are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but may be with payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in connection
with any registration or exchange of Securities, Securities may be exchanged for
a like aggregate principal amount of Securities of any other authorized
denominations.

     The Company may not redeem any Securities prior to December 24, 2012. At
any time on or after December 24, 2012 and prior to maturity, and subject to the
proviso below, the Securities may be redeemed in cash at the option of the
Company, at any time and from time to time, upon notice as set forth in Section
14.02, at a redemption price per security equal to 100% of the principal amount
of the Security, together with accrued and unpaid Interest, if any, to, but
excluding, the date fixed for redemption; (i) in whole or in part, if the Last
Reported Sale Price of the Common Shares for at least 20 Trading Days in a
period of 30 consecutive Trading Days ending within five (5) Trading Days
immediately preceding the notice to holders is at least 130% of the applicable
Conversion Price in effect on such Trading Day or (ii) in whole only, if at
least 95% of the initial aggregate principal amount of Securities originally
issued have been redeemed, repurchased or converted and, in each case, cancelled
by the Trustee; and provided further that if the redemption date falls after a
record date and on or prior the corresponding interest payment date, then the
full amount of Interest payable on such interest payment date shall be paid to
the holders of record of such Securities on the applicable record date instead
of the holders surrendering such Securities for redemption on such date. We are
required to give notice of redemption by mail to holders not more than 60 but
not less than 20 days prior to the redemption date.

     The Company may not give notice of any redemption of the Securities if a
default in the payment of Interest, or premium, if any, on the Securities has
occurred and is continuing or if the principal amount of the Securities has been
accelerated.

     The Securities are not subject to redemption through the operation of any
sinking fund.


                                       A-7

<PAGE>

     All payments made by the Company or any successor to the Company under or
with respect to the Securities will be made without withholding or deduction for
taxes unless the Company is required to do so in accordance with Section 15.09
of the Indenture, in which case the Company will pay such Additional Amounts as
may be necessary so that the net amount received by holders of the Securities
(other than certain exclusions) after such withholding or deduction shall equal
the amount that would have been received in the absence of such withholding or
deduction.

     In the event of certain changes to the laws governing a Relevant Taxing
Jurisdiction, the Company will have the option to redeem, in whole but not in
part, the Securities for a purchase price equal to 100% of the principal amount
of the Securities to be purchased plus any accrued and unpaid Interest,
including any Additional Amounts, up to, but excluding, the Repurchase Date.
Upon the Company's giving a notice of redemption, a holder may elect not to have
its Securities redeemed, in which case such holder would not be entitled to
receive the Additional Amounts after the redemption date.

     The holders may require the Company to repurchase any outstanding
Securities for cash, on December 24, 2012 and December 15, 2014 (each a
"Repurchase Date") at a purchase price per Security equal to 100% of the
aggregate principal amount of the Security, together with any accrued and unpaid
interest, to but not including the applicable Repurchase Date; provided that if
such Repurchase Date is an interest payment date, interest on the Securities
will be payable to the Holders in whose names the Securities are registered at
the close of business on the relevant Regular Record Date. The Company shall
give written notice of the applicable Repurchase Date by delivery of the
Repurchase Notice as provided in the Indenture, to each Holder (at its address
shown in the register of the Registrar) and to beneficial owners as required by
applicable law, not less than 20 Business Days prior to each Repurchase Date.

     If a Fundamental Change occurs at any time prior to maturity of the
Securities, the Company shall become obligated to make an offer to purchase,
which may be accepted at the option of the holder, all or any portion of the
Securities held by such holder, on a date specified by the Company not less than
twenty (20) and not more than thirty-five (35) Business Days after notice
thereof at a purchase price of 100% of the principal amount, plus any accrued
and unpaid Interest, on such Security up to, but excluding, the Fundamental
Change Purchase Date; provided that if the repurchase date falls after a record
date and on or prior the corresponding interest payment date, then the full
amount of Interest payable on such interest payment date shall be paid to the
holders of record of such Securities on the applicable record date instead of
the holders surrendering such Securities for repurchase on such date. The
Securities will be redeemable in multiples of $1,000 principal amount. The
Company shall mail to all holders of record of the Securities a notice of the
occurrence of a Fundamental Change, the Company's offer to purchase and the
holder's right to accept the Company's offer to purchase arising as a result
thereof on or before the 20th day after the occurrence of such Fundamental
Change. To accept such offer, a holder shall deliver to the Company such
Security with the form entitled "Fundamental Change Purchase Notice" on the
reverse thereof duly completed, together with the Security, duly endorsed for
transfer, at any time prior to the close of business on the fifth Business Day
prior to the Fundamental Change Purchase Date, and shall deliver the Securities
to the Trustee (or other paying agent appointed by the Company) as set forth in
the Indenture.


                                       A-8

<PAGE>

     Holders have the right to withdraw any Fundamental Change Purchase Notice
by delivering to the Trustee (or other paying agent appointed by the Company) a
written notice of withdrawal up to the close of business on the Fundamental
Change Purchase Date all as provided in the Indenture.

     If sufficient money to pay the purchase price of all Securities or portions
thereof to be purchased as of the Fundamental Change Purchase Date is deposited
with the Trustee (or other paying agent appointed by the Company), on the
Business Day following the Fundamental Change Purchase Date, the Securities will
cease to be outstanding, Interest will cease to accrue on such Securities (or
portions thereof) immediately after the Fundamental Change Purchase Date, and
the holder thereof shall have no other rights as such other than the right to
receive the repurchase price upon surrender of such Security.

     Subject to the provisions of the Indenture, at any time prior to the final
maturity date of the Securities, the holder hereof has the right, at its option,
to convert each $1,000 principal amount of the Securities into 50.6073 shares of
the Company's Common Shares (a conversion price of approximately $19.76 per
share), as such shares shall be constituted at the date of conversion and
subject to adjustment from time to time as provided in the Indenture, upon
surrender of this Security with the form entitled "Conversion Notice" on the
reverse thereof duly completed, to the Company at the office or agency of the
Company maintained for that purpose in accordance with the terms of the
Indenture, or at the option of such holder, the Corporate Trust Office, and,
unless the shares issuable on conversion are to be issued in the same name as
this Security, duly endorsed by, or accompanied by instruments of transfer in
form satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney.

     The Conversion Rate on any Securities surrendered for conversion in
connection with a Fundamental Change may be increased by an amount, if any,
determined in accordance with Section 15.01 of the Indenture.

     With the consent of at least 25% of holders, the Company and the Trustee
may amend the Indenture to permit, at the Company's option, settlement upon
conversion in cash or a combination of cash and Common Shares as described in
the Indenture.

     No adjustment in respect of Interest on any Security converted or dividends
on any shares issued upon conversion of such Security will be made upon any
conversion except as set forth in the next sentence. If this Security (or
portion hereof) is surrendered for conversion during the period from the close
of business on any record date for the payment of Interest to the close of
business on the Business Day preceding the following interest payment date, this
Security (or portion hereof being converted) must be accompanied by payment, in
immediately available funds or other funds acceptable to the Company, of an
amount equal to the Interest otherwise payable on such interest payment date on
the principal amount being converted; provided that no such payment shall be
required (1) if the Company has specified a redemption date that is after a
record date and on or prior to the next interest payment date, (2) if the
Company has specified a Fundamental Change Purchase Date following a Fundamental
Change or a Purchase Date that is during such period or (3) to the extent of any
overdue Interest, if any overdue Interest exists at the time of conversion with
respect to such Security.


                                       A-9

<PAGE>

     No fractional shares will be issued upon any conversion, but an adjustment
and payment in cash (not exceeding the U.S. dollar equivalent of Cdn$200) 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 Security or
Securities for conversion.

     A Security in respect of which a holder accepts an offer by the Company to
purchase its Securities upon a Fundamental Change may be converted only if such
holder withdraws its election to exercise either such right in accordance with
the terms of the Indenture.

     Any Securities called for redemption, unless surrendered for conversion by
the holders thereof on or before the close of business on the Business Day
preceding the redemption date, may be deemed to be redeemed from the holders of
such Securities for an amount equal to the applicable redemption price, together
with accrued but unpaid Interest to, but excluding, the date fixed for
redemption, by one or more investment banks or other purchasers who may agree
with the Company (i) to purchase such Securities from the holders thereof and
convert them into shares of the Company's Common Shares and (ii) to make payment
for such Securities as aforesaid to the Trustee in trust for the holders.

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, a new Security or Securities of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange thereof, subject to the limitations provided in the
Indenture, without charge except for any tax, assessment or other governmental
charge may be imposed in connection therewith.

     The Company, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Security Registrar may deem and treat the registered
holder hereof as the absolute owner of this Security (whether or not this
Security shall be overdue and notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or any Security Registrar)
for the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any paying agent nor other
conversion agent nor any Security Registrar shall be affected by any notice to
the contrary. All payments made to or upon the order of such registered holder
shall be valid, and, to the extent of the sum or sums paid, satisfy and
discharge liability for monies payable on this Security.

     No recourse for the payment of the principal of or any premium or Interest
on this Security, or for any claim based hereon or otherwise in respect hereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any supplemental indenture or in any Security, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.


                                      A-10

<PAGE>

     This Security shall be deemed to be a contract made under the laws of New
York, and for all purposes shall be construed in accordance with the laws of New
York, without regard to conflicts of laws principles thereof.

     Terms used in this Security and defined in the Indenture are used herein as
therein defined.


                                      A-11

<PAGE>

                                  ABBREVIATIONS

          The following abbreviations, when used in the inscription of the face
of this Security, shall be construed as though they were written out in full
according to applicable laws or regulations.

<TABLE>
<S>         <C>                                           <C>
TEN COM -   as tenants in common                          UNIF GIFT MIN ACT -___ Custodian ___
TEN ENT -   as tenant by the entireties                   (Cust)    (Minor)
JT TEN -    as joint tenants with right of survivorship   under Uniform Gifts to Minors Act
            and not as tenants in common                  _________________________________
            (State)
</TABLE>

            Additional abbreviations may also be used though not in the above
list.

<PAGE>

                                CONVERSION NOTICE

TO:             CANADIAN SOLAR INC.
                No. 199 Lushan Road
                Suzhou New District
                Suzhou, Jiangsu 215129
                People's Republic of China

                THE BANK OF NEW YORK
                101 Barclay Street, 4 East
                New York, NY 10286
                U.S.A.
                Facsimile No.: (212) 815-5802 or (212) 815-5803
                Attention: Global Corporate Trust

With a copy to:

                THE BANK OF NEW YORK
                12/F Three Pacific Place
                1 Queen's Road East
                Hong Kong
                Facsimile No.: (852) 2295-3283
                Attention: Global Corporate Trust

     The undersigned registered owner of this Security hereby irrevocably
exercises the option to convert this Security, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, into Common Shares of Canadian
Solar Inc., cash or a combination of cash and Common Shares in accordance with
the terms of the Indenture referred to in this Security, and directs that the
shares and/or cash issuable and deliverable upon such conversion, together with
any check in payment for fractional shares and any Securities representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms
in the Indenture. If shares or any portion of this Security not converted are to
be issued in the name of a person other than the undersigned, the undersigned
will provide the appropriate information below and pay all transfer taxes
payable with respect thereto. Any amount required to be paid by the undersigned
on account of Interest accompanies this Security.

Dated: ______________________

                                        ________________________________________


                                        ________________________________________
                                        Signature(s)

<PAGE>

                                        Signature(s) 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.


                                        ________________________________________
                                        Signature Guarantee

1.   Total principal amount and serial or identification numbers of Securities
     to be converted:

     Total principal amount of Securities: _______________

     [Serial or identifying number of Securities: ______________________________
                                                      (not required for Bonds
                                                     represented by the Global
                                                               Bond)

     ISIN number of Securities: __________________________

     N.B. If necessary, the serial or identifying numbers of Securities can be
     attached separately.

2.   Name and address of the person in whose name Common Shares required to be
     delivered on conversion are to be registered:

     Name: __________________________

     Address: _______________________

3.   I/We hereby request that the certificate for the Common Shares (together
     with any cash) required to be delivered upon conversion be dispatched (at
     my/our own risk and expense) to the local agent whose name and address is
     given below and in the manner specified below, or if the conditions specify
     that delivery of the Common Shares is to be made in book-entry form, the
     Common Shares be credited to the securities account specified below:

     Name: __________________________

     Address: _______________________

              _______________________

<PAGE>

     Contact Person: ________________

     Telephone No.: _________________

     Fax No.: _______________________

     Manner of Dispatch: _________________

     Securities House: ___________________

     Securities Account Number: _______________

4.   I/We hereby declare that any applicable condition to conversion of the
     Securities, if any, has been complied with by me/us.

5.   I/We hereby declare that all stamp, issue, registration or similar taxes
     and duties payable on conversion, issue or delivery of Common Shares of any
     other property or cash have been paid.

6.   I/We hereby declare that all stamp, issue, registration or similar taxes
     and duties payable on conversion, issue or delivery of Common Shares or any
     other property or cash have been paid.

<PAGE>

                       FUNDAMENTAL CHANGE PURCHASE NOTICE

TO:             CANADIAN SOLAR INC.
                No. 199 Lushan Road
                Suzhou New District
                Suzhou, Jiangsu 215129
                People's Republic of China

                THE BANK OF NEW YORK
                101 Barclay Street, 4 East
                New York, NY 10286
                U.S.A.
                Facsimile No.: (212) 815-5802 or (212) 815-5803
                Attention: Global Corporate Trust

With a copy to:

                THE BANK OF NEW YORK
                12/F Three Pacific Place
                1 Queen's Road East
                Hong Kong
                Facsimile No.: (852) 2295-3283
                Attention: Global Corporate Trust

     The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Canadian Solar Inc. (the "Company")
regarding the right of holders to accept the Company's offer to purchase the
Securities upon the occurrence of a Fundamental Change with respect to the
Company and accepts such offer and requests and instructs the Company to repay
the entire principal amount of this Security, or the portion thereof (which is
$1,000 or an integral multiple thereof) below designated, in accordance with the
terms of the Indenture at the price of 100% of such entire principal amount or
portion thereof, together with accrued Interest to, but excluding, the
Fundamental Change Purchase Date, to the registered holder hereof, provided that
if such Fundamental Change Purchase Date falls after a record date and on or
prior to the corresponding interest payment date, then the full amount of
Interest payable on such interest payment date shall be paid to the holders of
record of the Securities on the applicable record date instead of the holders
surrendering the Securities for repurchase on such Fundamental Change Purchase
Date. Capitalized terms used herein but not defined shall have the meanings
ascribed to such terms in the Indenture. The Securities shall be purchased by
the Company as of the portion thereof, together with accrued Interest to, but
excluding, the Fundamental Change Purchase Date pursuant to the terms and
conditions specified in the Indenture, provided that if such Fundamental Change
Purchase Date falls after a record date and on or prior to the corresponding
interest payment date, then the full amount of Interest payable on such interest
payment date shall be paid to the holders of record of the Securities on the
applicable record date instead of the holders surrendering the Securities for
repurchase on such Fundamental Change Purchase Date. The undersigned registered
owner elects:

<PAGE>

[ ]       to withdraw this Fundamental Change Purchase Notice as to $[ ]
principal amount of the Securities to which this Fundamental Change Purchase
Notice relates (Certificate Numbers:    ), or

[ ]       to accept the offer receive cash in respect of $[ ] principal amount
of the Securities to which this Fundamental Change Purchase Notice relates.

     Dated:

     Signature(s):

     NOTICE: The above signatures of the holder(s) hereof must correspond with
the name as written upon the face of the Security in every particular without
alteration or enlargement or any change whatever.

     Security Certificate Number (if applicable):

     Principal amount to be repurchased (if less than all):

     Social Security or Other Taxpayer Identification Number:

<PAGE>

                      REPURCHASE NOTICE ON SPECIFIED DATES

TO:             CANADIAN SOLAR INC.
                No. 199 Lushan Road
                Suzhou New District
                Suzhou, Jiangsu 215129
                People's Republic of China

                THE BANK OF NEW YORK
                101 Barclay Street, 4 East
                New York, NY 10286
                U.S.A.
                Facsimile No.: (212) 815-5802 or (212) 815-5803
                Attention: Global Corporate Trust

With a copy to:

                THE BANK OF NEW YORK
                12/F Three Pacific Place
                1 Queen's Road East
                Hong Kong
                Facsimile No.: (852) 2295-3283
                Attention: Global Corporate Trust

     The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Canadian Solar Inc. (the "Company")
regarding the right of holders to elect to require the Company to repurchase the
Securities on [December 24, 2012/December 15, 2014] and requests and instructs
the Company to repay the entire principal amount of this Security, or the
portion thereof (which is $1,000 or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture at the price of 100%
of such entire principal amount or portion thereof, together with accrued
Interest to, but excluding, the Repurchase Date, to the registered holder
hereof, provided that if such Repurchase Date falls after a record date and on
or prior to the corresponding interest payment date, then the full amount of
Interest payable on such interest payment date shall be paid to the holders of
record of the Securities on the applicable record date instead of the holders
surrendering the Securities for repurchase on such Repurchase Date. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms
in the Indenture. The Securities shall be repurchased by the Company as of the
portion thereof, together with accrued Interest to, by excluding, the Repurchase
Date pursuant to the terms and conditions specified in the Indenture, provided
that if such Repurchase Date falls after a record date and on or prior to the
corresponding interest payment date, then the full amount of Interest payable on
such interest payment date shall be paid to the holders of record of the
Securities on the applicable record date instead of the holders surrendering the
Securities for repurchase on such Repurchase Date. The undersigned registered
owner elects:

<PAGE>

[ ]       to withdraw this Repurchase Notice as to $[ ] principal amount of the
Securities to which this Repurchase Notice relates (Certificate Numbers: ), or

[ ]       to receive cash in respect of $[ ] principal amount of the Securities
to which this Repurchase Notice relates.

     Dated:

     Signature(s):

     NOTICE: The above signatures of the holder(s) hereof must correspond with
the name as written upon the face of the Security in every particular without
alteration or enlargement or any change whatever.

     Security Certificate Number (if applicable):

     Principal amount to be repurchased (if less than all):

     Social Security or Other Taxpayer Identification Number:

<PAGE>

                                   ASSIGNMENT

     For value received ______________________________hereby sell(s) assign(s)
and transfer(s) unto___________________________________ (Please insert social
security or other Taxpayer Identification Number of assignee) the within
Security, and hereby irrevocably constitutes and appoints
______________________________________ attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.

     In connection with any transfer of the Security prior to the date that is
two years after the last original issue date of the Securities (other than any
transfer pursuant to a registration statement that has been declared effective
under the Securities Act), the undersigned confirms that such Security is being
transferred:

     [ ]  To Canadian Solar Inc. or a subsidiary thereof; or

     [ ]  To a "qualified institutional buyer" in compliance with Rule 144A
          under the Securities Act of 1933, as amended; or

     [ ]  Pursuant to and in compliance with Rule 144 under the Securities Act
          of 1933, as amended; or

     [ ]  Pursuant to a Registration Statement which has been declared
          effective under the Securities Act of 1933, as amended, and which
          continues to be effective at the time of transfer;

and unless the Security has been transferred to Canadian Solar Inc. or a
subsidiary thereof, the undersigned confirms that such Security is not being
transferred to an "affiliate" of the Company as defined in Rule 144 under the
Securities Act of 1933, as amended.

     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.

Dated: ______________________

                                        ________________________________________


                                        ________________________________________
                                        Signature(s)

                                        Signature(s) 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

<PAGE>

                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.


                                        ________________________________________
                                        Signature Guarantee

NOTICE: The signature on the Conversion Notice, the Repurchase Notice or the
Assignment must correspond with the name as written upon the face of the
Security in every particular without alteration or enlargement or any change
whatever.

<PAGE>

                                                                     Schedule I*


                               CANADIAN SOLAR INC.
                     ___% CONVERTIBLE SENIOR NOTES DUE 2017

No. _______

<TABLE>
<CAPTION>
                          Notation Explaining Principal   Authorized Signature of
Date   Principal Amount          Amount Recorded            Trustee or Custodian
----   ----------------   -----------------------------   -----------------------
<S>    <C>                <C>                             <C>

----   ----------------   -----------------------------   -----------------------

----   ----------------   -----------------------------   -----------------------

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----   ----------------   -----------------------------   -----------------------
</TABLE>

----------
     *    To be included only for a Global Security.