Barclays Bank PLC,


5 The North Colonnade


Canary Wharf, London E14 4BB


Facsimile:+44 (20) 777-36461


Telephone: +44 (20) 777-36810


 


c/o Barclays Capital Inc.


as Agent for Barclays Bank PLC


745 Seventh Ave


New York, NY 10019 


Telephone: +1 212 412 4000


 


	DATE:	February 28, 2012
	 	 
	TO:	DealerTrack Holdings, Inc.
	ATTENTION:	President and Chief Executive Officer
	TELEPHONE:	516 734-3700
	FACSIMILE:	516 300-8003
	 	 
	FROM:	Barclays Capital Inc., acting as Agent for Barclays Bank PLC
	TELEPHONE:	+1 212 412-4000
	FACSIMILE:	+1 212-412-7519
	 	 
	SUBJECT:	Base Bond Hedge Transaction


 


The purpose of this letter agreement (this
“Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Barclays Bank
PLC (“Dealer”), through its agent Barclays Capital Inc. (the “Agent”), and DealerTrack Holdings,
Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation
constitutes a “Confirmation” as referred to in the Agreement specified below. Dealer is regulated by the Financial
Services Authority. Dealer is not a member of the Securities Investor Protection Corporation.


 


The definitions and provisions contained in
the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International
Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the
Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings
assigned to them in the Indenture to be dated on or about March 5, 2012 between Counterparty and Wells Fargo Bank, N.A. as trustee
(as may be amended, modified or supplemented from time to time, but only if such amendment, modification or supplement is consented
to by Dealer in writing, the “Indenture”) relating to up to USD 200,000,000 principal amount of 1.50% convertible
senior notes due 2017 (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a
“Convertible Note”) issued by Counterparty. In the event of any inconsistency between the Indenture and this
Confirmation, this Confirmation shall govern. For the avoidance of doubt, references herein to sections of the Indenture are based
on the draft of the Indenture most recently reviewed by the parties at the time of this Confirmation. If any relevant sections
of the Indenture are changed, added, or renumbered following execution of this Confirmation, the parties will amend this Confirmation
in good faith to preserve the economic intent of the parties.


 


Each party is hereby advised, and each such
party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and
has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates
on the terms and conditions set forth below.


 



    	1



    	 



    

 


1.          This
Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to
which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to, an agreement in the form
of the ISDA 1992 Master Agreement (Multicurrency – Cross Border) as if Dealer and Counterparty had executed an agreement
(the “Agreement”) in such form (without any Schedule but with the elections set forth in this Confirmation)
on the Trade Date. In the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation
will prevail for the purpose of the Transaction. The parties hereby agree that no Transaction other than the Transaction to which
this Confirmation relates shall be governed by the Agreement.


 


2.           The
terms of the particular Transaction to which this Confirmation relates are as follows:


 





	General Terms:
	 
	Trade Date:	February 28, 2012.
	 	 
	Option Style:	Modified American, as described below under “Procedures for Exercise”.
	 	 
	Option Type:	Call.
	 	 
	Buyer:	Counterparty.
	 	 
	Seller:	Dealer.
	 	 
	Shares:	The common stock, par value USD 0.01 per share, of Counterparty (Ticker symbol “TRAK”).
	 	 
	Number of Options:	175,000.  For the avoidance of doubt, the Number of Options shall be reduced by any Options
    exercised by Counterparty.  In no event will the Number of Options be less than zero.
	 	 
	Option Entitlement:	As of any date, a number of Shares per Option equal to the Applicable Percentage, multiplied
    by the “Conversion Rate” (as defined in the Indenture) as of such date, but without regard to any adjustments
    to the “Conversion Rate” pursuant to Section 14.03 or to Section 14.04(h) of the Indenture).
	 	 
	Strike Price:	As provided in Schedule A to this Confirmation.
	 	 
	Applicable Percentage:	33.34 %.
	 	 
	Premium:	As provided in Schedule A to this Confirmation.
	 	 
	Premium Payment Date:	The closing date for the initial issuance of the Convertible Notes.
	 	 
	Exchange:	The NASDAQ Global Select Market.
	 	 
	Related Exchange(s):	All Exchanges.
	 	 
	Calculation Agent:	Dealer; provided that all determinations made by the Calculation Agent shall be made
    in a good faith and commercially reasonable manner. Following any calculation made hereunder by the Calculation Agent, Counterparty
    may request that the Calculation Agent deliver to Counterparty, at an email address specified by Counterparty, a report displaying
    in reasonable detail the basis for such calculation. Upon receipt of such request, the Calculation Agent will provide such
    a report to Counterparty by e-mail to the e-mail address provided by Counterparty; provided, however, that in
    no event will the Calculation Agent be obligated to provide to Counterparty any proprietary models used by it or any other
    party.


 



    	2



    	 



    

 


	Procedures for Exercise:	 
	 	 
	Conversion Dates:	Each “Conversion Date” (as defined in the Indenture).
	 	 
	Exercisable Options:	In respect of each Conversion Date, a number of Options equal to the number of Convertible
    Notes in denominations of USD 1,000 principal amount surrendered for conversion on such Conversion Date in accordance with
    the terms of the Indenture, subject to “Notice of Exercise” below, but no greater than the Number of Options.
	 	 
	Free Convertibility Date:	October 15, 2016
	 	 
	Expiration Date:	March 15, 2017, subject to earlier exercise.
	 	 
	Multiple Exercise:	Applicable, as provided under “Exercisable Options” above.
	 	 
	Automatic Exercise:	Applicable, subject to “Notice of Exercise” below.
	 	 
	Notice of Exercise:	Notwithstanding anything to the contrary in the Equity Definitions or under “Exercisable
    Options” above, in order to exercise any Exercisable Options, Counterparty must notify Dealer in writing prior to 5:00
    p.m., New York City time, on the day that is at least one Scheduled Trading Day prior to the first day of the applicable Conversion
    Period (as defined in the Indenture) in respect of the Options being exercised of (i) the number of such Options, (ii) the
    scheduled first day of the applicable Conversion Period and the scheduled Settlement Date, (iii) the Relevant Settlement Method
    for such Options, and (iv) if the Relevant Settlement Method for such Options is not Net Share Settlement, Settlement in Shares
    or Settlement in Cash (each as defined below), the fixed amount of cash per Convertible Note that Counterparty has elected
    to deliver to Holders (as such term is defined in the Indenture) of the related Convertible Notes (the “Specified
    Cash Amount”), and such notice shall also include the information, representations, acknowledgements and agreements
    required pursuant to “Settlement Method Election Conditions” below; provided that in respect of any Options
    relating to Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date, (A) such notice may
    be given on or prior to the Scheduled Trading Day immediately preceding the Expiration Date and need only specify the information
    required in clause (i) above, and (B) if the Relevant Settlement Method for such Options is not Net Share Settlement, Dealer
    shall have received a separate notice (the “Notice of Final Settlement Method”) in respect of all such
    Convertible Notes before 5:00 p.m., New York City time, on or prior to the Free Convertibility Date specifying the information
    required in clauses (iii) and (iv) above, as well as the information, representations, acknowledgements and agreements required
    pursuant to “Settlement Method Election Conditions” below.
	 	 
	Settlement Terms:	 
	 	 
	Settlement Method:	For any Option, Net Share Settlement; provided that if the Relevant Settlement Method
    set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant
    Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified
    Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for
    such Option.


 



    	3



    	 



    

 


	Relevant Settlement Method:	In respect of any
                           Option, subject to the Settlement Method Election Conditions and Section 5(c) of this Confirmation:

         

        (i)          if
        Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note (A) entirely
        in Shares pursuant to Section 14.02(a)(iv)(A) of the Indenture (together with cash in lieu of fractional Shares) (such
        settlement method, “Settlement in Shares”), (B) in a combination of cash and Shares pursuant to Section
        14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low
        Cash Combination Settlement”) or (C) in a combination of cash and Shares pursuant to Section 14.02(a)(iv)(C)
        of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method
        for such Option shall be Net Share Settlement;

         

        (ii)         if
        Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note in a combination
        of cash and Shares pursuant to Section 14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount greater than USD
        1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; and

         

        (iii)        if
        Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash
        pursuant to Section 14.02(a)(iv)(B) of the Indenture (such settlement method, “Settlement in Cash”),
        then the Relevant Settlement Method for such Option shall be Cash Settlement.

	 	 
	Settlement Method Election Conditions:	For any Relevant Settlement Method
        other than Net Share Settlement with a Specified Cash Amount equal to USD 1,000, such Relevant Settlement Method shall
        apply to an Option only if the Notice of Exercise or Notice of Final Settlement Method for such Option, as applicable,
        contains:

         

        (i)          a
        representation that, on the date of such Notice of Exercise or Notice of Final Settlement Method, as applicable, Counterparty
        is not in possession of any material non-public information with respect to Counterparty or the Shares;

         

        (ii)         a
        representation that Counterparty is electing the settlement method for the related Convertible Note and such Relevant
        Settlement Method in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the
        Securities Exchange Act of 1934, as amended (the “Exchange Act”);

         

        (iii)        a
        representation that Counterparty has not entered into or altered any hedging transaction relating to the Shares corresponding
        to or offsetting the Transaction;

         

        (iv)        a
        representation that Counterparty is not electing the settlement method for the related Convertible Note and such Relevant
        Settlement Method to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable
        for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into
        or exchangeable for the Shares); and



 



    	4



    	 



    

 


	 	(v)         an acknowledgment by
    Counterparty that (A) any transaction by Dealer following Counterparty’s election of the settlement method for the related
    Convertible Note and such Relevant Settlement Method shall be made at Dealer’s sole discretion and for Dealer’s
    own account and (B) Counterparty does not have, and shall not attempt to exercise, any influence over how, when, whether or
    at what price to effect such transactions, including, without limitation, the price paid or received per Share pursuant to
    such transactions, or whether such transactions are made on any securities exchange or privately.
	 	 
	Net Share Settlement:	If Net Share Settlement is applicable
        to any Option exercised or deemed exercised hereunder, subject to Section 5(c) of this Confirmation, Dealer will deliver
        to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement
        Amount”) equal to the sum, for each Trading Day during the applicable Conversion Period for each such Option,
        of (i) the Daily Option Value for such Trading Day, divided by (ii) the VWAP Price on such Trading Day, divided
        by (iii) the number of Trading Days in the applicable Conversion Period; provided that in no event shall the
        Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided
        by the Applicable Limit Price on the Settlement Date for such Option.


 

        Dealer will deliver cash in lieu of
        any fractional Shares to be delivered with respect to any Net Share Settlement Share Amount valued at the VWAP Price for
        the last Trading Day of the applicable Conversion Period.

	 	 
	Combination Settlement:	If Combination Settlement is applicable
        to any Option exercised or deemed exercised hereunder, subject to Section 5(c) of this Confirmation, Dealer will deliver
        to Counterparty, on the relevant Settlement Date for each such Option:

         

        (i)          cash
        (the “Combination Settlement Cash Amount”) equal to the sum, for each Trading Day during the applicable
        Conversion Period for such Option, of an amount for such Trading Day (the “Daily Combination Settlement Cash
        Amount”) equal to (A) the lesser of (1) the product of (x) the Applicable Percentage and (y) the Specified Cash
        Amount minus USD 1,000 and (2) the Daily Option Value, divided by (B) the number of Trading Days in the
        applicable Conversion Period; provided that if the calculation in clause (A) above results in zero or a negative
        number for any Trading Day, the Daily Combination Settlement Cash Amount for such Trading Day shall be deemed to be zero;
        and

         

        (ii)         Shares
        (the “Combination Settlement Share Amount”) equal to the sum, for each Trading Day during the applicable
        Conversion Period for such Option, of a number of Shares for such Trading Day (the “Daily Combination Settlement
        Share Amount”) equal to (A) the Daily Option Value on such Trading Day minus the Daily Combination Settlement
        Cash Amount for such Trading Day, divided by (B) the VWAP Price on such Trading Day, divided by (C) the
        number of Trading Days in the applicable Conversion Period; provided that if the calculation in clause (A) above
        results in zero or a negative number for any Trading Day, the Daily Combination Settlement Share Amount for such Trading
        Day shall be deemed to be zero;



 



    	5



    	 



    

 


	 	provided
                           that in no event shall the sum of (x) the Combination Settlement Cash Amount for any Option and (y)
                           the Combination Settlement Share Amount for such Option multiplied by the Applicable Limit Price
                           on the Settlement Date for such Option, exceed the Applicable Limit for such Option.

         


Dealer will deliver cash in lieu of
        any fractional Shares to be delivered with respect to any Combination Settlement Share Amount valued at the VWAP Price
        for the last Trading Day of the applicable Conversion Period.

	 	 
	Cash Settlement:	If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in
    lieu of Section 8.1 of the Equity Definitions, subject to Section 5(c) of this Confirmation, Dealer will pay to Counterparty,
    on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”)
    equal to the sum, for each Trading Day during the applicable Conversion Period for such Option, of (i) the Daily Option Value
    for such Trading Day, divided by (ii) the number of Trading Days in the applicable Conversion Period.
	 	 
	Daily Option Value:	For any Trading Day, an amount equal to (i) the Option Entitlement on such Trading Day, multiplied
    by (ii) the VWAP Price on such Trading Day less the Strike Price on such Trading Day; provided that if the calculation
    contained in clause (ii) above results in a negative number, the Daily Option Value for such Trading Day shall be deemed to
    be zero. In no event will the Daily Option Value be less than zero.
	 	 
	Applicable Limit:	For any Option, an amount of cash equal to the Applicable Percentage multiplied by
    the excess of (i) the aggregate of (A) the amount of cash, if any, delivered to the Holder of the related Convertible Note
    upon conversion of such Convertible Note and (B) the number of Shares, if any, delivered to the Holder of the related Convertible
    Note upon conversion of such Convertible Note multiplied by the Applicable Limit Price on the Settlement Date for such
    Option, over (ii) USD 1,000.
	 	 
	Applicable Limit Price:	On any day, the opening price as displayed under the heading “Op” on Bloomberg
    page TRAK <equity> (or any successor thereto).
	 	 
	Trading Day:	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally
    occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other U.S. national or regional
    securities exchange on which the Shares are then listed or, if the Shares are not then listed on a U.S. national or regional
    securities exchange, on the principal other market on which the Shares are then listed or admitted for trading. If the Shares
    are not so listed or admitted for trading, “Trading Day” means a Business Day.
	 	 
	Scheduled Trading Day:	A day that is scheduled to be a Trading Day on the principal U.S. national or regional securities
    exchange or market on which the Shares are listed or admitted for trading.  If the Shares are not so listed or admitted
    for trading, “Scheduled Trading Day” means a Business Day.
	 	 
	Business Day:	Any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New
    York is authorized or required by law or executive order to close or be closed.


 



    	6



    	 



    

 


	Market Disruption Event:	Section
                           6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:

         

        “‘Market Disruption
        Event’ means (i) a failure by the primary U.S. national or regional securities exchange or market on which the Shares
        are listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence
        prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Shares for more than one half-hour period
        in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements
        in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Shares or in any options contracts
        or futures contracts relating to the Shares.”

	 	 
	VWAP Price:	On any Trading Day the per Share volume-weighted average price as displayed on Bloomberg (or
    any successor service) page TRAK <equity> AQR (or its equivalent successor page) in respect of the period from 9:30
    a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, the VWAP Price means the market
    value per Share on such Trading Day, as determined by the Calculation Agent.  The VWAP Price will be determined without
    regard to after hours trading or any other trading outside of the regular trading session trading hours.
	 	 
	Conversion Period:	For any Option and regardless of the
        Settlement Method applicable to such Option:

         

        (i)          if
        the related Conversion Date occurs prior to the Free Convertibility Date, the 40 consecutive Trading Days commencing on,
        and including, the third Trading Day following such Conversion Date; provided that if the Notice of Exercise for
        such Option specifies that Settlement in Shares or Low Cash Combination Settlement applies to the related Convertible
        Note, the Conversion Period shall be the 80 consecutive Trading Day period commencing on, and including, the third Trading
        Day immediately following the receipt of such Notice of Exercise;

         

        (ii)         if
        the related Conversion Date occurs on or following the Free Convertibility Date, the 40 consecutive Trading Days commencing
        on, and including, the 42nd Scheduled Trading Day immediately prior to the Expiration Date; provided
        that if the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option specifies that Settlement
        in Shares or Low Cash Combination Settlement applies to the related Convertible Note, the Conversion Period shall be the
        80 consecutive Trading Days commencing on, and including, the 82nd Scheduled Trading Day immediately prior
        to the Expiration Date.

	 	 
	Settlement Date:	For any Option, the third Business Day immediately following the final Trading Day of the
    applicable Conversion Period for such Option.
	 	 
	Settlement Currency:	USD.


 



    	7



    	 



    

 


	Other Applicable Provisions:	The provisions of Sections 9.4 (except that “Settlement Date” shall
    be as defined above, unless a Settlement Disruption Event prevents delivery of such Shares on that date), 9.8, 9.9, 9.10,
    9.11 and 9.12 of the Equity Definitions shall be applicable; provided that the Representation and Agreement contained
    in Section 9.11 of the Equity Definitions shall be modified by excluding any restrictions, obligations, limitations or requirements
    under applicable securities laws as a result of the fact that Counterparty is the issuer of the Shares.
	 	 
	Restricted Certificated Shares:	Notwithstanding anything to the contrary in the Equity Definitions, Dealer may, in whole or
    in part, deliver any Shares required to be delivered hereunder in certificated form to Counterparty in lieu of delivery through
    the Clearance System.
	 	 
	Share Adjustments:	 
	 	 
	Method of Adjustment:	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity
    Definitions, upon any adjustment to the “Conversion Rate” (as defined in the Indenture) and/or the nature of the
    Shares under the Convertible Notes pursuant to the Indenture (other than an increase in the “Conversion Rate”
    pursuant to Section 14.03 or Section 14.04(h) of the Indenture), the Calculation Agent will make a corresponding adjustment
    to any one or more of the Strike Price, Number of Options, the Option Entitlement and any other variable relevant to the exercise,
    settlement, payment or other terms of the Transaction. Counterparty agrees that it will notify Dealer prior to the effectiveness
    of any such adjustment and, to the extent such adjustment requires an exercise of discretion by Counterparty under the terms
    of the Indenture, it shall consult with the Calculation Agent in order to achieve a commercially reasonable adjustment, determination
    or calculation; provided that notwithstanding the foregoing, if any Potential Adjustment Event occurs during the Conversion
    Period but no adjustment was made to any Convertible Note under the Indenture because the relevant Holder (as such term is
    defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion Date, then the
    Calculation Agent shall make an adjustment, as determined by it, to the terms hereof in order to account for such Potential
    Adjustment Event.
	 	 
	Potential Adjustment Events:	Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event”
    means an occurrence of any event or condition, as set forth in Section 14.04 of the Indenture that would result in an adjustment
    to the “Conversion Rate” (as defined in the Indenture) of the Convertible Notes; provided that in no event
    shall there be any adjustment hereunder as a result of an adjustment to the “Conversion Rate” pursuant to Section
    14.03 or Section 14.04(h) of the Indenture.
	 	 
	Extraordinary Events:
	 
	Merger Events:	Notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means
    the occurrence of any event or condition set forth in Section 14.07(a) of the Indenture.


 



    	8



    	 



    

 


	Notice of Merger Consideration:	Upon the occurrence of a Merger Event that causes the Shares to be converted into
    or exchanged for more than a single type of consideration (determined based in part upon the form of election of the holders
    of the Shares), Counterparty shall promptly notify the Calculation Agent in writing of the kind and amount of consideration
    actually received by holders of a majority of Shares that voted for such an election (if electing between two types of consideration)
    or holders of a plurality of Shares that voted for such an election (if electing between more than two types of consideration),
    as the case may be; provided that in no event shall the date of such notification be later than the date on which such
    Merger Event is consummated.
	 	 
	Consequences of Merger Events:	Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event,
    the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or
    more of the nature of the Shares, the Strike Price, the Number of Options, the Option Entitlement and any other variable relevant
    to the exercise, settlement, payment or other terms of the Transaction; provided, however, that such adjustment
    shall be made without regard to any adjustment to the “Conversion Rate” (as defined in the Indenture) for the
    issuance of additional shares as set forth in Section 14.03 or Section 14.04(h) of the Indenture; and provided, further,
    that the Calculation Agent may limit or alter any such adjustment referenced in this paragraph so that the fair value of the
    Transaction to Dealer is not reduced as a result of such adjustment.
	 	 
	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition
    to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is
    located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock
    Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are
    immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system
    shall thereafter be deemed to be the Exchange.


 



    	9



    	 



    

 


	Additional Disruption Events:	 
	 	 
	Change in Law:	Applicable; provided that Section
        12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in
        the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”,
        (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”
        and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in
        the manner contemplated by the Dealer on the Trade Date”.

         


The parties agree that, for the avoidance
        of doubt, for purposes of Section 12.9(a)(ii) of the Equity Definitions, “any applicable law or regulation”
        and for purposes of Section 5(b)(i) of the Agreement, “any applicable law”, shall include the Dodd-Frank Wall
        Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law
        or regulation (collectively, the “Wall Street Act”), and the consequences specified in Section 12.9(b)(i)
        of the Equity Definitions shall apply to any Change in Law or Illegality, as the case may be, arising from any such
        act, rule or regulation. The foregoing constitutes a specific reservation for purposes of the Wall Street Act.

	 	 
	Failure to Deliver:	Applicable.
	 	 
	Insolvency Filing:	Applicable; provided that the
        definition of “Insolvency Filing” in Section 12.9 of the Equity Definitions shall be amended by deleting the
        clause “provided that proceedings instituted or petitions presented by creditors and not consented to by the Issuer
        shall not be deemed an Insolvency Filing” at the end of such definition and replacing it with the following: “;
        or it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under
        any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for
        its winding-up or liquidation by a creditor and such proceeding is not dismissed, discharged, stayed or restrained in
        each case within fifteen (15) days of the institution or presentation thereof.”

         

        Section 12.9(b)(i) of the Equity Definitions
        is hereby amended by adding the following sentence at the end: “If neither party elects to terminate the Transaction,
        the Calculation Agent may in its sole discretion adjust the terms of the Transaction upon the occurrence of such an event
        pursuant to Modified Calculation Agent Adjustment (as if such event were a Tender Offer).”

	 	 
	Hedging Disruption:	Applicable; provided that

         

        (i) Section 12.9(a)(v) of the Equity
        Definitions is hereby modified by inserting the following two phrases at the end of such Section:

         

        “For the avoidance of doubt,
        the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility
        risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above
        must be available on commercially reasonable pricing terms.”; and

         

        (ii) Section 12.9(b)(iii) of the Equity
        Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”,
        the words “or a portion of the Transaction affected by such Hedging Disruption”.



 



    	10



    	 



    

 


	Hedging Party:	Dealer or an affiliate of Dealer that is involved in the hedging of this Transaction
    for all applicable Additional Disruption Events.
	 	 
	Determining Party:	Dealer for all applicable Extraordinary Events.
	 	 
	Acknowledgments:	 
	 	 
	Non-Reliance:	Applicable.
	 	 
	Agreements and Acknowledgments Regarding Hedging Activities:	 

        Applicable.

	 	 
	Additional Acknowledgments:	Applicable.


 


		3.	Mutual
                                                                                                         Representations, Warranties
                                                                                                         and Agreements.



 


Each of Dealer and Counterparty represents
and warrants to, and agrees with, the other party that:


 


		(a)	Commodity Exchange Act.
                                                               It is an “eligible contract participant” within the
                                                               meaning of Section 1a(12) of the U.S. Commodity Exchange Act, as
                                                               amended (the “CEA”). The Transaction has been
                                                               subject to individual negotiation by the parties. The Transaction
                                                               has not been executed or traded on a “trading facility”
                                                               as defined in Section 1a(33) of the CEA.



 


		(b)	Securities Act. It is an
                                                               “accredited investor” as defined in Section 2(a)(15)(ii)
                                                               of the U.S. Securities Act of 1933, as amended (the “Securities
                                                               Act”).



 


		(c)	ERISA. The assets used in
                                                               the Transaction (1) are not assets of any “plan” (as
                                                               such term is defined in Section 4975 of the U.S. Internal Revenue
                                                               Code (the “Code”)) subject to Section 4975 of
                                                               the Code or any “employee benefit plan” (as such term
                                                               is defined in Section 3(3) of the U.S. Employee Retirement Income
                                                               Security Act of 1974, as amended (“ERISA”))
                                                               subject to Title I of ERISA, and (2) do not constitute “plan
                                                               assets” within the meaning of Department of Labor Regulation
                                                               2510.3-101, 29 CFR Section 2510-3-101.



 


		4.	Representations,
                                                                                                         Warranties and Agreements
                                                                                                         of Counterparty.



 


In addition to the representations and warranties
in the Agreement and those contained elsewhere herein, Counterparty further represents, warrants and agrees, on the date hereof,
that:


 


		(a)	the representations and warranties
                                                               of Counterparty set forth in Section 2 of the Purchase Agreement
                                                               dated as of the Trade Date between Counterparty and Barclays Capital
                                                               Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC,
                                                               as representatives of the purchasers party thereto (the “Purchase
                                                               Agreement”), are true and correct as of the date made
                                                               and are hereby deemed to be repeated to Dealer as if set forth
                                                               herein;



 


		(b)	Counterparty is not as of the Trade
                                                               Date or the Premium Payment Date and shall not be after giving
                                                               effect to the transactions contemplated hereby, “insolvent”
                                                               (as such term is defined in Section 101(32) of the U.S. Bankruptcy
                                                               Code (Title 11 of the United States Code) (the “Bankruptcy
                                                               Code”)) and on each such date Counterparty would be able
                                                               to purchase a number of Shares equal to the Number of Shares in
                                                               compliance with the laws of the jurisdiction of Counterparty’s
                                                               incorporation or organization;



 


		(c)	Counterparty has not and will not
                                                               directly or indirectly violate any applicable law (including, without
                                                               limitation, the Securities Act and the Exchange Act in connection
                                                               with the Transaction;



 


		(d)	Counterparty has (and shall at
                                                               all times during the Transaction have) the capacity and authority
                                                               to invest directly in the Shares underlying the Transaction and
                                                               has not entered into the Transaction with the intent to avoid any
                                                               regulatory filings;



 



    	11



    	 



    

 


		(e)	Counterparty’s financial
                                                               condition is such that it has no need for liquidity with respect
                                                               to its investment in the Transaction and no need to dispose of
                                                               any portion thereof to satisfy any existing or contemplated undertaking
                                                               or indebtedness;



 


		(f)	Counterparty’s investments
                                                               in and liabilities in respect of the Transaction, which it understands
                                                               are not readily marketable, are not disproportionate to its net
                                                               worth, and Counterparty is able to bear any loss in connection
                                                               with the Transaction, including the loss of its entire investment
                                                               in the Transaction;



 


		(g)	Counterparty
                                                                                                            understands, agrees
                                                                                                            and acknowledges that
                                                                                                            Dealer has no obligation
                                                                                                            or intention to register
                                                                                                            the Transaction under
                                                                                                            the Securities Act,
                                                                                                            any state securities
                                                                                                            law or other applicable
                                                                                                            federal securities
                                                                                                            law;



 


		(h)	each of Counterparty’s filings
                                                               under the Securities Act, the Exchange Act, or other applicable
                                                               securities laws that are required to be filed have been filed and
                                                               that, as of the respective dates thereof and as of the date of
                                                               this representation, such filings when considered as a whole (with
                                                               the more recent such filings deemed to amend inconsistent statements
                                                               contained in any earlier such filings) do not contain any misstatement
                                                               of a material fact or any omission of a material fact required
                                                               to be stated therein or necessary to make the statements made therein,
                                                               in the light of the circumstances under which they were made, not
                                                               misleading;



 


		(i)	Counterparty
                                                                                                            is not, and after
                                                                                                            giving effect to the
                                                                                                            transactions contemplated
                                                                                                            hereby will not be,
                                                                                                            required to register
                                                                                                            as an “investment
                                                                                                            company” as
                                                                                                            such term is defined
                                                                                                            in the Investment
                                                                                                            Company Act of 1940,
                                                                                                            as amended;



 


		(j)	Counterparty understands, agrees
                                                               and acknowledges that no obligations of Dealer to it hereunder
                                                               shall be entitled to the benefit of deposit insurance and that
                                                               such obligations shall not be guaranteed by any affiliate of Dealer
                                                               or any governmental agency;



 


		(k)	(A) Counterparty is acting for
                                                               its own account, and it has made its own independent decisions
                                                               to enter into the Transaction and as to whether the Transaction
                                                               is appropriate or proper for it based upon its own judgment and
                                                               upon advice from such advisers as it has deemed necessary, (B)
                                                               Counterparty is not relying on any communication (written or oral)
                                                               of Dealer or any of its affiliates as investment advice or as a
                                                               recommendation to enter into the Transaction (it being understood
                                                               that information and explanations related to the terms and conditions
                                                               of the Transaction shall not be considered investment advice or
                                                               a recommendation to enter into the Transaction) and (C) no communication
                                                               (written or oral) received from Dealer or any of its affiliates
                                                               shall be deemed to be an assurance or guarantee as to the expected
                                                               results of the Transaction;



 


		(l)	without limiting the generality
                                                               of Section 13.1 of the Equity Definitions, Counterparty acknowledges
                                                               that Dealer is not making any representations or warranties with
                                                               respect to the treatment of the Transaction under any accounting
                                                               standards including ASC Topic 260, Earnings Per Share, ASC Topic
                                                               815, Derivatives and Hedging, ASC Topic 480, Distinguishing Liabilities
                                                               from Equity and ASC 815-40, Derivatives and Hedging – Contracts
                                                               in Entity’s Own Equity (or any successor issue statements)
                                                               or under FASB’s Liabilities & Equity Project;



 


		(m)	Counterparty is not entering into
                                                               the Transaction for the purpose of (i) creating actual or apparent
                                                               trading activity in the Shares (or any security convertible into
                                                               or exchangeable for the Shares) or (ii) raising or depressing or
                                                               otherwise manipulating the price of the Shares (or any security
                                                               convertible into or exchangeable for the Shares) or otherwise in
                                                               violation of the Exchange Act;



 


		(n)	Counterparty has not entered into
                                                               any obligation that would contractually limit it from effecting
                                                               Net Share Settlement under this Transaction and it agrees not to
                                                               enter into any such obligation that would contractually limit it
                                                               from effecting settlement pursuant to the Relevant Settlement Method
                                                               during the term of this Transaction; and



 



    	12



    	 



    

 


		(o)	Counterparty
                                                               shall deliver to Dealer an opinion of counsel, dated as of the
                                                               Trade Date and reasonably acceptable to Dealer in form and substance,
                                                               with respect to the matters set forth in Section 3(a) of the Agreement.
                                                               



 


		5.	Other
                                                                                                         Provisions.



 


		(a)	Method of Delivery. Whenever
                                                               delivery of funds or other assets is required hereunder by or to
                                                               Counterparty, such delivery shall be effected through Agent.



 


		(b)	Additional Termination Event.
                                                               If (i) an Amendment Event occurs, (ii) a Repayment Event occurs
                                                               or (iii) an “Event of Default” with respect to Counterparty
                                                               under the terms of the Convertible Notes as set forth in Section
                                                               6.01 of the Indenture that results in an acceleration of the Convertible
                                                               Notes pursuant to the terms of the Indenture occurs, an Additional
                                                               Termination Event shall occur in respect of which (A) Counterparty
                                                               shall be the sole Affected Party and the Transaction shall be the
                                                               sole Affected Transaction and (B) Dealer shall be the party entitled
                                                               to designate an Early Termination Date pursuant to Section 6(b)
                                                               of the Agreement and to determine the amount payable pursuant to
                                                               Section 6(e) of the Agreement; provided that in the case
                                                               of a Repayment Event the Transaction shall be subject to termination
                                                               only in respect of the number of Convertible Notes that cease to
                                                               be outstanding in connection with or as a result of such Repayment
                                                               Event.



 


“Amendment
Event” means that Counterparty amends, modifies, supplements or obtains a waiver with respect to (i) any term of the
Indenture or the Convertible Notes governing the principal amount, coupon (but only if such event results in a decrease to such
coupon), maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of
the Convertible Notes (including changes to the conversion rate, conversion settlement dates or conversion conditions), or (ii)
any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend,
in each case without the prior written consent of Dealer, such consent not to be unreasonably withheld.


 


“Repayment
Event” means that (A) any Convertible Notes are repurchased (whether in connection with or as a result of a change of
control, howsoever defined, or for any other reason) by Counterparty or any of its subsidiaries, (B) any Convertible Notes are
delivered to Counterparty or any of its subsidiaries in exchange for delivery of any property or assets of Counterparty or any
of its subsidiaries (howsoever described), (C) any principal of any of the Convertible Notes is repaid prior to the final maturity
date of the Convertible Notes (whether following acceleration of the Convertible Notes or otherwise), or (D) any Convertible Notes
are exchanged by or for the benefit of the holders thereof for any other securities of Counterparty or any of its affiliates (or
any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that, in
the case of clause (B) and clause (D), conversions of the Convertible Notes pursuant to the terms of the Indenture as in effect
on the date hereof shall not be Repayment Events.


 



    	13



    	 



    

 


		(c)	Notwithstanding anything to the
                                                               contrary in this Confirmation (including, without limitation, the
                                                               provisions opposite the captions “Net Share Settlement,”
                                                               “Combination Settlement” and “Cash Settlement”
                                                               in Section 2 of this Confirmation), the receipt by Dealer from
                                                               Counterparty, within the applicable time period set forth under
                                                               “Notice of Exercise” above, of any Notice of Exercise
                                                               in respect of Options that relate to the Convertible Notes as to
                                                               which additional Shares would be added to the Conversion Rate pursuant
                                                               to Section 14.03 of the Indenture in connection with a “Make-Whole
                                                               Fundamental Change” (as defined in the Indenture) shall constitute
                                                               an Additional Termination Event as provided in this Section 5(c) Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following
such Additional Termination Event (which Exchange Business Day shall in no event be earlier than the related settlement date for
such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number
of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified
in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as
of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with
respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had
been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the number
of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event
and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining
the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to
the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 14.03 of the Indenture);
provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be
greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options
multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant
to Section 14.03 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the
aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner.









 


		(d)	Repurchase Notices. Counterparty
                                                               shall, on any day on which Counterparty effects any repurchase
                                                               of Shares, promptly give Dealer a written notice of such repurchase
                                                               (a “Repurchase Notice”) on such day if following
                                                               such repurchase, the Options Equity Percentage as determined on
                                                               such day is (i) equal to or greater than 9.0% and (ii) greater
                                                               by 0.5% than the Options Equity Percentage included in the immediately
                                                               preceding Repurchase Notice (or, in the case of the first such
                                                               Repurchase Notice, greater than the Options Equity Percentage as
                                                               of the Trade Date). The “Options Equity Percentage”
                                                               as of any day is the fraction (A) the numerator of which is sum
                                                               of (1) the product of the Number of Options in aggregate and the
                                                               Option Entitlement and (2) the aggregate number of Shares underlying
                                                               any other call option transaction sold by Dealer to Counterparty,
                                                               and (B) the denominator of which is the number of Shares outstanding
                                                               on such day. Counterparty agrees to indemnify and hold harmless
                                                               Dealer and its affiliates and their respective officers, directors,
                                                               employees, affiliates, advisors, agents and controlling persons
                                                               (each, an “Indemnified Person”) from and against
                                                               any and all losses (including losses relating to Dealer’s
                                                               hedging activities as a consequence of becoming, or of the risk
                                                               of becoming, a Section 16 “insider”, including without
                                                               limitation, any forbearance from hedging activities or cessation
                                                               of hedging activities and any losses in connection therewith with
                                                               respect to the Transaction), claims, damages, judgments, liabilities
                                                               and expenses (including reasonable attorney’s fees), joint
                                                               or several, which an Indemnified Person may become subject to,
                                                               as a result of Counterparty’s failure to provide Dealer with
                                                               a Repurchase Notice on the day and in the manner specified in this
                                                               paragraph, and to reimburse, within 30 days, upon written request,
                                                               each of such Indemnified Persons for any reasonable legal or other
                                                               expenses incurred in connection with investigating, preparing for,
                                                               providing testimony or other evidence in connection with or defending
                                                               any of the foregoing. If any suit, action, proceeding (including
                                                               any governmental or regulatory investigation), claim or demand
                                                               shall be brought or asserted against the Indemnified Person as
                                                               a result of the Counterparty’s failure to timely provide
                                                               Dealer with a Repurchase Notice in accordance with this paragraph,
                                                               such Indemnified Person shall promptly notify Counterparty in writing,
                                                               and Counterparty, upon request of the Indemnified Person, shall
                                                               retain counsel reasonably satisfactory to the Indemnified Person
                                                               to represent the Indemnified Person and any others Counterparty
                                                               may designate in such proceeding and shall pay the fees and expenses
                                                               of such counsel related to such proceeding. Counterparty shall
                                                               not be liable for any settlement of any proceeding contemplated
                                                               by this paragraph that is effected without its written consent,
                                                               but if settled with such consent or if there be a final judgment
                                                               for the plaintiff, Counterparty agrees to indemnify any Indemnified
                                                               Person from and against any loss or liability by reason of such
                                                               settlement or judgment. Counterparty shall not, without the prior
                                                               written consent of the Indemnified Person, effect any settlement
                                                               of any pending or threatened proceeding contemplated by this paragraph
                                                               that is in respect of which any Indemnified Person is or could
                                                               have been a party and indemnity could have been sought hereunder
                                                               by such Indemnified Person, unless such settlement includes an
                                                               unconditional release of such Indemnified Person from all liability
                                                               on claims that are the subject matter of such proceeding on terms
                                                               reasonably satisfactory to such Indemnified Person. If the indemnification
                                                               provided for in this paragraph is unavailable to an Indemnified
                                                               Person or insufficient in respect of any losses, claims, damages
                                                               or liabilities referred to therein, then Counterparty hereunder,
                                                               in lieu of indemnifying such Indemnified Person thereunder, shall
                                                               contribute to the amount paid or payable by such Indemnified Person
                                                               as a result of such losses, claims, damages or liabilities. The
                                                               remedies provided for in this paragraph (d) are not exclusive and
                                                               shall not limit any rights or remedies which may otherwise be available
                                                               to any Indemnified Person at law or in equity. The indemnity and
                                                               contribution agreements contained in this paragraph shall remain
                                                               operative and in full force and effect regardless of the termination
                                                               of the Transaction. 



 



    	14



    	 



    

 


		(e)	Covenant to Notify of Potential
                                                               Adjustment Event, Merger Event or any other Extraordinary Event.
                                                               Counterparty covenants to provide written notice to Dealer upon
                                                               obtaining knowledge of the occurrence of any event that would constitute
                                                               a Potential Adjustment Event, a Merger Event or any other Extraordinary
                                                               Event; provided, however, that should Counterparty
                                                               be in possession of material non-public information regarding Counterparty,
                                                               Counterparty shall not communicate such information to Dealer.



 


		(f)	Rule 10b-18.



 


		(i)	Except as disclosed to Dealer in
                                                             writing prior to the date on which the offering of the Convertible
                                                             Notes was first announced, Counterparty represents and warrants to
                                                             Dealer that it has not made any purchases of blocks by or for itself
                                                             or any of its Affiliated Purchasers pursuant to the one block purchase
                                                             per week exception in Rule 10b-18(b)(4) under the Exchange Act during
                                                             each of the four calendar weeks preceding such date (“Rule
                                                             10b-18 purchase,” “blocks” and “Affiliated
                                                             Purchaser” each as defined in Rule 10b-18 under the Exchange
                                                             Act). Counterparty agrees and acknowledges that it shall not, and
                                                             shall cause its affiliates and Affiliated Purchasers not to, directly
                                                             or indirectly (including by means of a derivative instrument) enter
                                                             into any transaction to purchase any Shares during the period beginning
                                                             on such date and ending on the day on which Dealer has informed Counterparty
                                                             in writing that it has completed all purchases of Shares to hedge
                                                             initially its exposure to the Transaction. 



 


		(ii)	On any day during any Conversion
                                                              Period, neither Counterparty nor any “affiliate” or
                                                              “affiliated purchaser” (each as defined in Rule 10b-18
                                                              of the Exchange Act (“Rule 10b-18”)) shall
                                                              directly or indirectly (including, without limitation, by means
                                                              of any cash-settled or other derivative instrument) purchase, offer
                                                              to purchase, place any bid or limit order that would effect a purchase
                                                              of, or commence any tender offer relating to, any Shares (or an
                                                              equivalent interest, including a unit of beneficial interest in
                                                              a trust or limited partnership or a depository share) or any security
                                                              convertible into or exchangeable or exercisable for Shares, except
                                                              through Dealer.



 



    	15



    	 



    

 


		(iii)	Counterparty agrees that it (A)
                                                               will not, on any day during any Conversion Period, make, or permit
                                                               to be made, any public announcement (as defined in Rule 165(f)
                                                               under the Securities Act) of any Merger Transaction or potential
                                                               Merger Transaction unless such public announcement is made prior
                                                               to the opening or after the close of the regular trading session
                                                               on the Exchange for the Shares; (B) shall promptly (but in any
                                                               event prior to the next opening of the regular trading session
                                                               on the Exchange) notify Dealer following any such announcement
                                                               that such announcement has been made; and (C) shall promptly (but
                                                               in any event prior to the next opening of the regular trading session
                                                               on the Exchange) provide Dealer with written notice specifying
                                                               (i) Counterparty’s average daily Rule 10b-18 Purchases (as
                                                               defined in Rule 10b-18) during the three full calendar months immediately
                                                               preceding the announcement date that were not effected through
                                                               Dealer or its affiliates and (ii) the number of Shares purchased
                                                               pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange
                                                               Act for the three full calendar months preceding the announcement
                                                               date. Such written notice shall be deemed to be a certification
                                                               by Counterparty to Dealer that such information is true and correct.
                                                               In addition, Counterparty shall promptly notify Dealer of the earlier
                                                               to occur of the completion of such transaction and the completion
                                                               of the vote by target shareholders. “Merger Transaction”
                                                               means any merger, acquisition or similar transaction involving
                                                               a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under
                                                               the Exchange Act.



 


		(g)	Regulation M. (x) Counterparty
                                                               (A) was not on the date on which the offering of the Convertible
                                                               Notes was first announced, has not since such date to the date
                                                               hereof, and is not on the date hereof, engaged in a distribution,
                                                               as such term is used in Regulation M under the Exchange Act, of
                                                               any securities of Counterparty, other than the distribution of
                                                               the Convertible Notes and (B) shall not engage in any “distribution,”
                                                               as such term is defined in Regulation M, other than a distribution
                                                               meeting the requirements of the exceptions set forth in sections
                                                               101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange
                                                               Business Day immediately following the Trade Date, and (y)(A) on
                                                               any day during any Conversion Period, the Shares or securities
                                                               that are convertible into, or exchangeable or exercisable for Shares,
                                                               are not, and shall not be, subject to a “restricted period,”
                                                               as defined in Regulation M and (B) Counterparty shall not engage
                                                               in any “distribution,” as such term is defined in Regulation
                                                               M, other than a distribution meeting the requirements of the exceptions
                                                               set forth in sections 101(b)(10) and 102(b)(7) of Regulation M,
                                                               until the second Exchange Business Day immediately following the
                                                               last day in such Conversion Period. 



 


		(h)	Early Unwind. In the event
                                                               the sale of the “Firm Notes” is not consummated with
                                                               the purchasers for any reason by the close of business in New York
                                                               on March 5, 2012 (or such later date as agreed upon by the parties)
                                                               (March 5, 2012 or such later date as agreed upon being the “Early
                                                               Unwind Date”), the Transaction shall automatically terminate
                                                               (the “Early Unwind”), on the Early Unwind Date
                                                               and (i) the Transaction and all of the respective rights and obligations
                                                               of Dealer and Counterparty under the Transaction shall be cancelled
                                                               and terminated and (ii) each party shall be released and discharged
                                                               by the other party from and agrees not to make any claim against
                                                               the other party with respect to any obligations or liabilities
                                                               of the other party arising out of and to be performed in connection
                                                               with the Transaction either prior to or after the Early Unwind
                                                               Date. Dealer and Counterparty represent and acknowledge to the
                                                               other that upon an Early Unwind, all obligations with respect to
                                                               the Transaction shall be deemed fully and finally discharged.
                                                               



 


		(i)	Transfer or Assignment. 
                                                               Counterparty shall have the right to transfer or assign its rights
                                                               and obligations hereunder with respect to all, but not less than
                                                               all, of the Options hereunder (such Options, the “Transfer
                                                               Options”); provided that such transfer or assignment
                                                               shall be subject to reasonable conditions that Dealer may impose,
                                                               including but not limited, to the following conditions:



 


		(i)	with respect to any Transfer Options,
                                                             Counterparty shall not be released from its notice, indemnification
                                                             and other obligations set forth in Section 2 (regarding Extraordinary
                                                             Events), Section 5(d) or Section 5(p) of this Confirmation; 









 


		(ii)	any Transfer Options shall only
                                                              be transferred or assigned to a third party that is a U.S. person
                                                              (as defined in the Internal Revenue Code of 1986, as amended);



 



    	16



    	 



    

 


		(iii)	such transfer or assignment shall
                                                               be effected on terms, including any reasonable undertakings by
                                                               such third party (including, but not limited to, undertakings with
                                                               respect to compliance with applicable securities laws in a manner
                                                               that, in the reasonable judgment of Dealer, will not expose Dealer
                                                               to material risks under applicable securities laws) and execution
                                                               of any documentation and delivery of legal opinions with respect
                                                               to securities laws and other matters by such third party and Counterparty,
                                                               as are requested and reasonably satisfactory to Dealer;



 


		(iv)	Dealer will not, as a result of
                                                              such transfer and assignment, be required to pay the transferee
                                                              on any payment date an amount under Section 2(d)(i)(4) of the Agreement
                                                              greater than an amount that Dealer would have been required to pay
                                                              to Counterparty in the absence of such transfer and assignment;



 


		(v)	an Event of Default, Potential Event
                                                             of Default or Termination Event will not occur as a result of such
                                                             transfer and assignment;



 


		(vi)	without limiting the generality
                                                              of clause (B), Counterparty shall have caused the transferee to
                                                              make such Payee Tax Representations and to provide such tax documentation
                                                              as may be reasonably requested by Dealer to permit Dealer to determine
                                                              that results described in clauses (D) and (E) will not occur upon
                                                              or after such transfer and assignment; and



 


		(vii)	Counterparty shall be responsible
                                                               for all reasonable costs and expenses, including reasonable counsel
                                                               fees, incurred by Dealer in connection with such transfer or assignment.



 


Dealer may, subject
to applicable law, freely transfer and assign all of its rights and obligations under the Transaction without the consent of Counterparty
to (i) any affiliate of Dealer, provided that Counterparty shall have received a full guaranty of such affiliate’s obligations
from Dealer in form and substance satisfactory to the Counterparty, or (ii) any bank or other financial institution engaged in
the equity derivatives business with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated
indebtedness of A- or better by Standard & Poor’s Ratings Services or its successor (“S&P”),
or A3 or better by Moody’s Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P
or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed
by Counterparty and Dealer.


 


If at any time at
which (1) the Equity Percentage exceeds 9.0% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position
would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”)
under Section 203 of the Delaware General Corporation Law (the “DGCL Takeover Statute”) and under any relevant
state corporate law or any state or federal bank holding company or banking laws, or other federal, state or local regulations
or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively
owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares
equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including
obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws (including, without limitation,
“interested stockholder” or “acquiring person” status under the DGCL Takeover Statute) and with respect
to which such requirements have not been met or the relevant approval has not been received minus (y) 1.0% of the number
of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess
Ownership Position”) and Dealer is unable, after commercially reasonable efforts, to effect a transfer or assignment
on pricing terms and within a time period reasonably acceptable to it of all or a portion of the Transaction such that an Excess
Ownership Position no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect
to a portion (the “Terminated Portion”) of the Transaction, such that an Excess Ownership Position no longer
exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment
shall be made pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction
having terms identical to this Transaction and a Number of Shares equal to the Terminated Portion, (y) Counterparty shall be the
sole Affected Party with respect to such partial termination and (z) such Transaction shall be the only Terminated Transaction
(and, for the avoidance of doubt, the provisions of paragraph 5(n) shall apply to any amount that is payable by Dealer to Counterparty
pursuant to this sentence). The “Equity Percentage” as of any day is the fraction, expressed as a percentage,
(A) the numerator of which is the number of Shares that Dealer and any of its affiliates subject to aggregation with Dealer, for
purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, and all persons who may form a “group”
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (“Dealer Group”), beneficially
own (within the meaning of Section 13 of the Exchange Act) on such day and (B) the denominator of which is the number of Shares
outstanding on such day.


 



    	17



    	 



    

 


		(j)	Staggered Settlement. If
                                                               upon the advice of counsel with respect to applicable legal and
                                                               regulatory requirements, Dealer reasonably determines that it would
                                                               not be practicable or advisable to deliver, or to acquire the cash
                                                               and/or Shares to deliver, any or all of the cash to the paid and/or
                                                               Shares to be delivered by Dealer on any Settlement Date for the
                                                               Transaction, Dealer may, by notice to Counterparty on or prior
                                                               to such Settlement Date (a “Nominal Settlement Date”),
                                                               elect to pay the cash and/or deliver Shares deliverable on such
                                                               Nominal Settlement Date on two or more dates (each, a “Staggered
                                                               Settlement Date”) or at two or more times on the Nominal
                                                               Settlement Date as follows: (i) in such notice, Dealer will specify
                                                               to Counterparty the related Staggered Settlement Dates (each of
                                                               which will be on or prior to such Nominal Settlement Date, but
                                                               not prior to the beginning of the related Conversion Period (as
                                                               defined in the Indenture) or delivery times and how it will allocate
                                                               the cash it is required to pay and/or Shares it is required to
                                                               deliver under the Relevant Settlement Method among the Staggered
                                                               Settlement Dates or delivery times; and (ii) the amount of cash
                                                               and/or aggregate number of Shares that Dealer will deliver to Counterparty
                                                               hereunder on all such Staggered Settlement Dates and delivery times
                                                               will equal the amount of cash and/or the number of Shares that
                                                               Dealer would otherwise be required to deliver on such Nominal Settlement
                                                               Date. 



 


		(k)	Role of Agent. Each of Dealer
                                                               and Counterparty acknowledges to and agrees with the other party
                                                               hereto and to and with the Agent that (i) the Agent is acting as
                                                               agent for Dealer under the Transaction pursuant to instructions
                                                               from such party, (ii) the Agent is not a principal or party to
                                                               the Transaction, and may transfer its rights and obligations with
                                                               respect to the Transaction, (iii) the Agent shall have no responsibility,
                                                               obligation or liability, by way of issuance, guaranty, endorsement
                                                               or otherwise in any manner with respect to the performance of either
                                                               party under the Transaction, (iv) Dealer and the Agent have not
                                                               given, and Counterparty is not relying (for purposes of making
                                                               any investment decision or otherwise) upon, any statements, opinions
                                                               or representations (whether written or oral) of Dealer or the Agent,
                                                               other than the representations expressly set forth in this Confirmation
                                                               or the Agreement, and (v) each party agrees to proceed solely against
                                                               the other party, and not the Agent, to collect or recover any money
                                                               or securities owed to it in connection with the Transaction. Each
                                                               party hereto acknowledges and agrees that the Agent is an intended
                                                               third party beneficiary hereunder. Counterparty acknowledges that
                                                               the Agent is an affiliate of Dealer. Dealer will be acting for
                                                               its own account in respect of this Confirmation and the Transaction
                                                               contemplated hereunder.



 


		(l)	Regulatory Provisions. The
                                                               time of dealing for the Transaction will be confirmed by Dealer
                                                               upon written request by Counterparty. The Agent will furnish to
                                                               Counterparty upon written request a statement as to the source
                                                               and amount of any remuneration received or to be received by the
                                                               Agent in connection with the Transaction.



 



    	18



    	 



    

 


		(m)	Netting and Setoff. Obligations
                                                               under the Transaction shall not be netted, recouped or set off
                                                               (including pursuant to Section 6 of the Agreement) against any
                                                               other obligations of the parties, whether arising under the Agreement,
                                                               this Confirmation, under any other agreement between the parties
                                                               hereto, by operation of law or otherwise, and no other obligations
                                                               of the parties shall be netted, recouped or set off (including
                                                               pursuant to Section 6 of the Agreement) against obligations under
                                                               the Transaction, whether arising under the Agreement, this Confirmation,
                                                               under any other agreement between the parties hereto, by operation
                                                               of law or otherwise, and each party hereby waives any such right
                                                               of setoff, netting or recoupment provided that both parties
                                                               agree that subparagraph (ii)
                                                               of Section 2(c) of the Agreement shall apply to the Transaction.



 


		(n)	Alternative Calculations and
                                                               Dealer Payment on Early Termination and on Certain Extraordinary
                                                               Events. If Dealer owes Counterparty any amount in connection
                                                               with the Transaction (i) pursuant to Sections 12.2, 12.3 (and “Consequences
                                                               of Merger Events” above), 12.6, 12.7 or 12.9 of the Equity
                                                               Definitions or (ii) pursuant to Section 6(d)(ii) of the Agreement
                                                               (a “Payment Obligation”), Counterparty shall
                                                               have the right, in its sole discretion, to require Dealer to satisfy
                                                               any such Payment Obligation by delivery of Termination Delivery
                                                               Units (as defined below) by giving irrevocable telephonic notice
                                                               to Dealer, confirmed in writing within one Scheduled Trading Day,
                                                               no later than noon New York time on the Early Termination Date
                                                               or other date the Transaction is cancelled or terminated, as applicable,
                                                               where such notice shall include a representation and warranty from
                                                               Counterparty that it is not, as of the date of the telephonic notice
                                                               and the date of such written notice, aware of any material non-public
                                                               information concerning itself or the Shares (where “material”
                                                               shall have the meaning set forth in paragraph 5(t) below) (“Notice
                                                               of Dealer Termination Delivery”);
                                                               provided that if Counterparty does not elect to require
                                                               Dealer to satisfy its Payment Obligation by delivery of Termination
                                                               Delivery Units, Dealer shall have the right (without regard to
                                                               the exceptions set forth in clauses (i) and (ii) above), in its
                                                               sole discretion, to elect to satisfy its Payment Obligation by
                                                               delivery of Termination Delivery Units, notwithstanding Counterparty’s
                                                               failure to elect or election to the contrary; and provided further
                                                               that Counterparty shall not have the right to so elect (but,
                                                               for the avoidance of doubt, Dealer shall have the right to so elect)
                                                               in the event of (i) an Insolvency, a Nationalization or a Merger
                                                               Event, in each case, in which the consideration or proceeds to
                                                               be paid to holders of Shares consists solely of cash or (ii) an
                                                               Event of Default in which Counterparty is the Defaulting Party
                                                               or a Termination Event in which Counterparty is the Affected Party,
                                                               which Event of Default or Termination Event resulted from an event
                                                               or events within Counterparty’s control. Within
                                                               a commercially reasonable period of time following receipt of a
                                                               valid Notice of Dealer Termination Delivery, Dealer shall deliver
                                                               to Counterparty a number of Termination Delivery Units having a
                                                               fair market value (net of any brokerage and underwriting commissions
                                                               and fees, including any customary private placement fees) equal
                                                               to the amount of such Payment Obligation (such number of Termination
                                                               Delivery Units to be delivered to be determined by the Calculation
                                                               Agent as the number of whole Termination Delivery Units that could
                                                               be purchased over a commercially reasonable period of time with
                                                               the cash equivalent of such Payment Obligation). If the provisions
                                                               set forth in this paragraph are applicable, the provisions of Sections
                                                               9.8, 9.9, 9.10, 9.11 (modified as described above) and 9.12 of
                                                               the Equity Definitions shall be applicable, except that all references
                                                               to “Shares” shall be read as references to “Termination
                                                               Delivery Units.” “Termination Delivery Units”
                                                               means in the case of a Termination Event, Event of Default or Delisting,
                                                               one Share or, in the case of Nationalization, Insolvency, Tender
                                                               Offer or Merger Event, a unit consisting of the number or amount
                                                               of each type of property received by a holder of one Share (without
                                                               consideration of any requirement to pay cash or other consideration
                                                               in lieu of fractional amounts of any securities) in such Nationalization,
                                                               Insolvency, Tender Offer or Merger Event; provided that
                                                               if such Nationalization, Insolvency, Tender Offer or Merger Event
                                                               involves a choice of consideration to be received by holders, such
                                                               holder shall be deemed to have elected to receive the maximum possible
                                                               amount of cash.






 


		(o)	No Collateral. Notwithstanding
                                                               any provision of this Confirmation, the Agreement, Equity Definitions,
                                                               or any other agreement between the parties to the contrary, the
                                                               obligations of Counterparty under the Transaction are not secured
                                                               by any collateral.



 



    	19



    	 



    

 


		(p)	Registration. Counterparty
                                                               hereby agrees that if, in the good faith reasonable judgment of
                                                               Dealer based on the advice of counsel, the Shares (“Hedge
                                                               Shares”) acquired by Dealer for the purpose of hedging
                                                               its obligations pursuant to the Transaction cannot be sold in the
                                                               public market by Dealer without registration under the Securities
                                                               Act, Counterparty shall, at its election, (i) in order to allow
                                                               Dealer to sell the Hedge Shares in a registered offering, make
                                                               available to Dealer an effective registration statement under the
                                                               Securities Act and (A) enter into an agreement, in form and substance
                                                               satisfactory to Dealer, substantially in the form of an underwriting
                                                               agreement for a registered offering, (B) provide accountant’s
                                                               “comfort” letters customary in form for registered
                                                               offerings of equity securities, (C) provide disclosure opinions
                                                               of nationally recognized outside counsel (it being understood that
                                                               O’Melveny & Myers LLP is such a counsel) to Counterparty
                                                               reasonably acceptable to Dealer, (D) provide other customary opinions,
                                                               certificates and closing documents customary in form for registered
                                                               offerings of equity securities and (E) afford Dealer a reasonable
                                                               opportunity to conduct a due diligence investigation with respect
                                                               to Counterparty customary in scope for underwritten offerings of
                                                               equity securities; provided, however, that if Dealer,
                                                               in its sole reasonable discretion, is not satisfied with access
                                                               to due diligence materials, the results of its due diligence investigation,
                                                               or the procedures and documentation for the registered offering
                                                               referred to above, then clause (ii) or clause (iii) of this paragraph
                                                               shall apply at the election of Counterparty, (ii) in order to allow
                                                               Dealer to sell the Hedge Shares in a private placement, enter into
                                                               and comply with a private placement agreement substantially similar
                                                               to private placement purchase agreements customary for private
                                                               placements of equity securities, in form and substance satisfactory
                                                               to Dealer (in which case, the Calculation Agent shall make any
                                                               adjustments to the terms of the Transaction that are necessary,
                                                               in its reasonable judgment, to compensate Dealer for any discount
                                                               from the public market price of the Shares incurred on the sale
                                                               of Hedge Shares in a private placement), or (iii) purchase the
                                                               Hedge Shares from Dealer at the closing price on such Exchange
                                                               Business Days, and in the amounts, requested by Dealer. For the
                                                               avoidance of doubt, nothing in this Confirmation shall be interpreted
                                                               as requiring Counterparty to deliver cash in respect of the settlement
                                                               of this Transaction, except in circumstances where cash settlement
                                                               thereof is permitted for classification of the contract as equity
                                                               by ASC Topic 815, Derivatives and Hedging, as in effect
                                                               on the Trade Date (including, without limitation, where Counterparty
                                                               so elects to deliver cash).



 


		(q)	Tax Disclosure. Notwithstanding
                                                               anything to the contrary herein, in the Equity Definitions or in
                                                               the Agreement, and notwithstanding any express or implied claims
                                                               of exclusivity or proprietary rights, the parties (and each of
                                                               their employees, representatives or other agents) are authorized
                                                               to disclose to any and all persons, beginning immediately upon
                                                               commencement of their discussions and without limitation of any
                                                               kind, the tax treatment and tax structure of the Transaction, and
                                                               all materials of any kind (including opinions or other tax analyses)
                                                               that are provided by either party to the other relating to such
                                                               tax treatment and tax structure. 



 


		(r)	Status of Claims in Bankruptcy.
                                                               Dealer acknowledges and agrees that this Confirmation is not
                                                               intended to convey to Dealer rights with respect to the Transaction
                                                               that are senior to the claims of common stockholders in any U.S.
                                                               bankruptcy proceedings of Counterparty; provided that nothing
                                                               herein shall limit or shall be deemed to limit Dealer’s right
                                                               to pursue remedies in the event of a breach by Counterparty of
                                                               its obligations and agreements with respect to the Transaction;
                                                               provided, further, that nothing herein shall limit
                                                               or shall be deemed to limit Dealer’s rights in respect of
                                                               any transactions other than the Transaction.



 


		(s)	Securities Contract. The
                                                               parties hereto agree and acknowledge that Dealer is one or more
                                                               of a “financial institution” and “financial participant”
                                                               within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy
                                                               Code. The parties hereto further agree and acknowledge (A) that
                                                               this Confirmation is a “securities contract,” as such
                                                               term is defined in Section 741(7) of the Bankruptcy Code, with
                                                               respect to which each payment and delivery hereunder or in connection
                                                               herewith is a “termination value,” “payment amount”
                                                               or “other transfer obligation” within the meaning of
                                                               Section 362 of the Bankruptcy Code and a “settlement payment”
                                                               or a “transfer” within the meaning of Section 546 of
                                                               the Bankruptcy Code and (B) that Dealer is entitled to the protections
                                                               afforded by, among other sections, Section 362(b)(6), 362(b)(27),
                                                               362(o), 546(e), 546(j), 548(d)(2), 555 and 561 of the Bankruptcy
                                                               Code.



 



    	20



    	 



    

 


		(t)	No Material Non-Public Information.
                                                               On each day during the period beginning on the date on which
                                                               the offering of the Convertible Notes was first announced and ending
                                                               on the day on which Dealer has informed Counterparty in writing
                                                               that Dealer has completed all purchases of Shares or other transactions
                                                               to hedge initially its exposure with respect to the Transaction,
                                                               Counterparty represents and warrants to Dealer that it is not aware
                                                               of any material non-public information concerning itself or the
                                                               Shares. “Material” information for these purposes
                                                               is any information to which an investor would reasonably attach
                                                               importance in reaching a decision to buy, sell or hold Shares.



 


		(u)	Right to Extend. Dealer
                                                               may postpone any Conversion Date or postpone or extend any other
                                                               date of valuation or delivery with respect to some or all of the
                                                               relevant Options (in which event the Calculation Agent shall make
                                                               appropriate adjustments to the amount of cash and/or number of
                                                               Shares to be delivered on the corresponding Settlement Date for
                                                               such Options), if Dealer determines, in its reasonable discretion,
                                                               that such postponement or extension is reasonably necessary or
                                                               appropriate to (i) preserve Dealer’s or its affiliate’s
                                                               hedging or hedge unwind activity hereunder in light of existing
                                                               liquidity conditions in the cash market or the stock loan market;
                                                               provided that any extension or postponement resulting from
                                                               the circumstances or conditions contemplated by this clause (i)
                                                               shall not result in the final Conversion Date or other date of
                                                               valuation or delivery, as applicable, with respect to some or all
                                                               of the relevant Options occurring more than sixty (60) Scheduled
                                                               Trading Days following the final such Conversion Date or other
                                                               date of valuation or delivery contemplated hereunder, as the case
                                                               may be or (ii) to enable Dealer or its affiliate to effect purchases
                                                               of Shares in connection with its hedging, hedge unwind or settlement
                                                               activity hereunder in a manner that would, if Dealer or such affiliate
                                                               were Issuer or an affiliated purchaser of Issuer, be in compliance
                                                               with applicable legal, regulatory or self-regulatory requirements,
                                                               or with related policies and procedures applicable to Dealer and/or
                                                               such affiliate.



 


		(v)	Payments on Early Termination.
                                                               The parties hereto agree that for the Transaction, for the purposes
                                                               of Section 6(e) of the Agreement, Second Method and Loss will apply.
                                                               The Termination Currency shall be USD.



 


		(w)	Governing Law. The law of
                                                               the State of New York (without reference to choice of law doctrine).



 


		(x)	Waiver of Jury Trial. Each
                                                               party waives, to the fullest extent permitted by applicable law,
                                                               any right it may have to a trial by jury in respect of any suit,
                                                               action or proceeding relating to the Transaction. Each party (i)
                                                               certifies that no representative, agent or attorney of the other
                                                               party has represented, expressly or otherwise, that such other
                                                               party would not, in the event of such a suit, action or proceeding,
                                                               seek to enforce the foregoing waiver and (ii) acknowledges that
                                                               it and the other party have been induced to enter into the Transaction,
                                                               as applicable, by, among other things, the mutual waivers and certifications
                                                               provided herein.



 


		(y)	Part 2(b) of the ISDA Schedule
                                                               – Payee Representation:



 


For the purpose of Section 3(f) of this Agreement, Counterparty
makes the following representation to Dealer:


 


Counterparty is a corporation established under the laws
of the State of Delaware and is a U.S. person (as that term is defined in Section 7701(a)(30) of the United States Internal Revenue
Code of 1986, as amended).


 


For the purpose of Section 3(f) of this Agreement, Dealer
makes the following representation to Counterparty:


 



    	21



    	 



    

 


(A)         Each
payment received or to be received by it in connection with this Agreement is effectively connected with its conduct of a trade
or business within the United States; and


 


(B)         It
is a “foreign person” (as that term is used in Section 1.6041-4(a)(4) of the United States Treasury Regulations) for
United States federal income tax purposes.


 


		(z)	Part 3(a) of the ISDA Schedule
                                                               – Tax Forms:



 


Party Required to Deliver Document


 


	 	 	Form/Document/Certificate	 	Date by which to be Delivered
	Counterparty	 	A complete and duly executed United States Internal Revenue Service Form W-9 (or successor
    thereto.)	 	(i) Upon execution and delivery of this Agreement and (ii) promptly upon learning that any
    such Form previously provided by Counterparty has become obsolete or incorrect.
	Dealer	 	A complete and duly executed United States Internal Revenue Service Form W-8ECI (or successor
    thereto.)	 	(i) Upon execution and delivery of this Agreement and (ii) promptly upon learning that any
    such Form previously provided by Dealer has become obsolete or incorrect.


 


		(aa)	Additional ISDA Schedule Terms



 


		(i)	Automatic Early Termination.
                                                             The “Automatic Early Termination” provision of Section
                                                             6(a) of the Agreement will not apply to Dealer and will not apply
                                                             to Counterparty.



 


		(ii)	Consent to Recording. Each
                                                              party (i) consents to the monitoring or recording, at any time and
                                                              from time to time, by the other party of any and all communications
                                                              between officers or employees of the parties, (ii) waives any further
                                                              notice of such monitoring or recording, and (iii) agrees to notify
                                                              (and, if required by law, obtain the consent of) its officers and
                                                              employees with respect to such monitoring or recording. Any such
                                                              recording may be submitted in evidence to any court or in any Proceeding
                                                              for the purpose of establishing any matters pertinent to this Transaction.



 


		(iii)	Severability. In the event
                                                               any one or more of the provisions contained in this Confirmation
                                                               or the Agreement shall be held illegal, invalid or unenforceable
                                                               in any respect, the validity, legality and enforceability of the
                                                               remaining provisions contained herein and therein shall not in
                                                               any way be affected or impaired thereby.



 


		6.	Account
                                                                                                         Details:



 


		(a)	Account for payments to Counterparty:



 


DealerTrack
Holdings, Inc.


Bank Name:
JP Morgan Chase


ABA: 021000021


Account Name:
DealerTrack Holdings, Inc


 


Account Number:
304641383


 


Account for
delivery of Shares to Counterparty: To Be Advised.


 



    	22



    	 



    

 


		(b)	Account for payments to Dealer:



 


Bank: Barclays
Bank plc NY


ABA#: 026 00
2574 


BIC: BARCUS33


Acct: 50038524


Beneficiary:
BARCGB33


Ref: Barclays
Bank plc London Equity Derivatives


 


		7.	Offices:



 


The Office of Counterparty for the Transaction is: Inapplicable,
Counterparty is not a Multibranch Party.


 


The Office of Dealer for the Transaction is: Inapplicable, Dealer
is not a Multibranch Party.


 


		8.	Notices:
                                                                                                         



 


For purposes of this Confirmation:


 


		(a)	Address for notices or communications
                                                               to Counterparty:



 


DealerTrack
Holdings, Inc.


1111 Marcus
Ave.


Suite M04


Lake Success,
NY 11042


Attention:
President and Chief Executive Officer


Telephone No.:
516 734-3700


Facsimile
No.: 516 300-8003


 


with a copy to:


 


DealerTrack
Holdings, Inc.


1111 Marcus
Ave.


Suite M04


Lake Success,
NY 11042


Attention:
General Counsel


Telephone No.:
516 734-3822


 Facsimile
No.: 516 908-4958


 


		(b)	Address for notices or communications
                                                               to Dealer:



 


Barclays Capital Inc.


745 Seventh Ave.


New York, NY 10019


Attention: General Counsel


Telephone: (+1) 212-412-4000


Facsimile: (+1) 212-412-7519


 


with a copy to:


 


Barclays Capital Inc.


745 Seventh Ave.


New York, NY 10019


Attn:                          
Paul Robinson


Telephone:                
(+1) 212-526-0111


 


Facsimile:                
(+1) 917-522-0458


 


and


 


Barclays Bank PLC, 5 The North Colonnade


Canary Wharf, London E14 4BB


Facsimile: 44(20) 777 36461


Phone: 44(20) 777 36810 


 


This Confirmation may be executed in several counterparts, each
of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 



    	23



    	 



    

 


Counterparty hereby agrees to check this Confirmation and to confirm
that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to Dealer
a facsimile of the fully-executed Confirmation to Dealer at (+1) 917-522-0458. Originals shall be provided for your execution
upon your request.


 


	Very truly yours,
	 
	BARCLAYS CAPITAL Inc.,
	acting solely as Agent in connection with this Transaction


 


	By:	 
	 	Name:
	 	Title:


 


	Accepted and confirmed as of the Trade Date:
	 
	DealerTrack
    Holdings, Inc.


 


	By:	 
	 	Name:
	 	Title:


  



    	24



    	 



    

 


SCHEDULE A


 


For purposes of this Transaction, the following terms shall have
the following values/meanings:


 


		1.	Strike Price:     USD 37.3667.



		2.	Premium:         USD 12,818,396.50.



 



    	25