DATE:	February 29, 2012
	 	 
	TO:	DealerTrack Holdings, Inc.
	ATTENTION:	President and Chief Executive Officer
	TELEPHONE:	516-734-3700
	 	 
	FACSIMILE:	516-300-8003
	FROM:	JPMorgan Chase Bank, National Association
		P.O. Box 161
		60 Victoria Embankment
		London EC4Y 0JP
		England
	 	 
	SUBJECT:	Additional Bond Hedge Transaction


 


The purpose of
this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered
into between JPMorgan Chase Bank, National Association (“Dealer”) 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.


 


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.          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:







 


JPMorgan
Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority


 



    	 



    	 



    

 


	General Terms:
	 
	Trade Date:	February 29, 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:	25,000.  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:	33.33%.
	 	 
	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.
	 	 
	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 (i) the number of Convertible Notes in denominations of USD 1,000 principal amount surrendered for conversion
    on such Conversion Date minus (ii) the number of Options that are or are deemed to be automatically exercised on such
    Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated February 28, 2012 between Dealer
    and Counterparty (the “Base Call Option Confirmation”), in accordance with the terms of the Indenture,
    subject to “Notice of Exercise” below, but no greater than the Number of Options.


 



    	2



    	 



    

 


	 	 
	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


 

        (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.



 



    	4



    	 



    

 


	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;


 

        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.



 



    	5



    	 



    

 


	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.
	 	 
	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.”



 



    	6



    	 



    

 


	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.
	 	 
	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.


 



    	7



    	 



    

 


	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;



 



    	12



    	 



    

 


		(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



 


		(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)	[Reserved.]



 


		(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, minus
                                                               the number of Convertible Notes in respect of which an Additional
                                                               Termination Event has occurred pursuant to Section 5(b) of the
                                                               Base Call Option Confirmation 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, minus the number of Make-Whole
                                                               Conversion Options (as defined in the Base Call Option Confirmation),
                                                               if any, that relate to such Convertible Notes 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. 



 



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		(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 “Additional 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%, (2) the Option Equity Percentage exceeds 14.5% or (3) 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 (any such condition
described in clause (1), (2) or (3), 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



    	 



    

 


Notwithstanding
any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any
Shares or other securities, or make or receive any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates
to purchase, sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise
to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer
shall be discharged of its obligations to Counterparty to the extent of any such performance.


 


		(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 party agrees and acknowledges that (i) J.P.
                                                               Morgan Securities LLC, an affiliate of Dealer (“JPMS”),
                                                               has acted solely as agent and not as principal with respect to
                                                               the Transaction and (ii) JPMS has no obligation or liability, by
                                                               way of guaranty, endorsement or otherwise, in any manner in respect
                                                               of the Transaction (including, if applicable, in respect of the
                                                               settlement thereof). Each party agrees it will look solely to the
                                                               other party (or any guarantor in respect thereof) for performance
                                                               of such other party’s obligations under the Transaction.



 


		(l)	[Reserved.]



 


		(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.



 



    	18



    	 



    

 


		(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).


 



    	21



    	 



    

 


		(z)	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.


 


		(b)	Account
                                                               for payments to Dealer:



 





	Bank:	JPMorgan Chase Bank, N.A.
	ABA#:	021000021
	Acct No.:	099997979
	Beneficiary:	JPMorgan Chase Bank, N.A. New York
	Ref:	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: London


 


JPMorgan Chase Bank, National
Association

London Branch

P.O. Box 161

60 Victoria Embankment

London EC4Y 0JP

England


 


8.          Notices:


 


For purposes of this Confirmation:


 


		(a)	Address
                                                               for notices or communications to Counterparty:



 



    	22



    	 



    

 


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:



 


JPMorgan Chase Bank, National
Association

EDG Marketing Support





	Email:	EDG_OTC_HEDGING_MS@jpmorgan.com
	Facsimile No:	1-866-886-4506










 


with a copy to:


 





	Attention:	Jason Wood
	Title:	Managing Director; Head of Equity Linked Capital Markets Americas
	Telephone No:	212-622-8783







  


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



    	 



    

 





 


Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to
EDG Confirmation Group, J.P. Morgan Securities LLC, 277 Park Avenue, 11th Floor, New York, NY 10172-3401, or by fax to (212)
622 8519.


 





	 	Very truly yours,
	 	 
	 	 	J.P. Morgan Securities LLC, as agent for JPMorgan Chase
    Bank, National Association
	 	 	 
	 	 	By:	 
	 	 	Authorized Signatory
	 	 	Name:










 


Accepted
and confirmed as of the Trade Date:


 





DealerTrack
Holdings, Inc.


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


JPMorgan
Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority


 



    	 



    	 



    

 


 





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 1,830,650.25.


 


JPMorgan
Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority