EX-4.1






EXHIBIT 4.1




LIVE NATION, INC.




2.875% Convertible Senior Notes Due 2027














INDENTURE




Dated as of July 16, 2007














WELLS FARGO BANK, N.A.




TRUSTEE




1













Cross-Reference Table1




	 	 	 	 	 
	Trust Indenture Act Section Indenture Section
	310 (a)(1) 
	 	 	7.10	 
	(a)(2) 
	 	 	7.10	 
	(a)(3) 
	 	 	N.A.	 
	(a)(4) 
	 	 	N.A.	 
	(a)(5) 
	 	 	N.A.	 







(b) 7.08, 7.10


(c) N.A.


311 (a) 7.11


(b) 7.11


(c) N.A.


312 (a) 2.05


(b) 13.03


(c) 13.03



	 	 	 	 	 
	313 (a) 
	 	 	7.06	 
	(b)(1) 
	 	 	7.06	 
	(b)(2) 
	 	 	7.06	 







(c) 7.06, 13.02


(d) 7.06



	 	 	 	 	 
	314 (a) 
	 	 	4.02	 
	(a)(4) 
	 	 	4.03	 







(b) N.A.



	 	 	 	 	 
	(c)(1) 
	 	 	13.04	 
	(c)(2) 
	 	 	13.04	 
	(c)(3) 
	 	 	N.A.	 







(d) N.A.


(e) 13.05


(f) 4.04


315 (a) 7.01(b)


(b) 7.05


(c) 7.01(a)


(d) 7.01(c)


(e) 6.11



	 	 	 	 	 
	316 (a)(1)(A) 
	 	 	6.05	 
	(a)(1)(B) 
	 	 	6.04	 
	(a)(2) 
	 	 	N.A.	 







(b) 6.07


(c) 1.05(e)



	 	 	 	 	 
	317 (a)(1) 
	 	 	6.08	 
	(a)(2) 
	 	 	6.09	 







(b) 2.04


318 (a) 13.01



     



N.A. means not applicable.




	1	 	This Cross-Reference Table is not part of the Indenture.





2




TABLE OF CONTENTS














Page




ARTICLE I




Definitions And Incorporation By Reference





	 	 	Section 1.01. Definitions.	 






	 	 	Section 1.02. Other Definitions.	 






	 	 	Section 1.03. Incorporation By Reference Of Trust Indenture Act	 






	 	 	Section 1.04. Rules of Construction	 






	 	 	Section 1.05. Acts of Holders	 





ARTICLE II




The Securities





	 	 	Section 2.01. Form and Dating	 






	 	 	Section 2.02. Execution and Authentication	 






	 	 	Section 2.03. Registrar, Paying Agent and Conversion Agent	 






	 	 	Section 2.04. Paying Agent to Hold Money and Securities in Trust	 






	 	 	Section 2.05. Securityholder Lists	 






	 	 	Section 2.06. Transfer and Exchange	 






	 	 	Section 2.07. Replacement Securities	 






	 	 	Section 2.08. Outstanding Securities; Determinations of Holders’ Action	 






	 	 	Section 2.09. Temporary Securities	 






	 	 	Section 2.10. Cancellation	 






	 	 	Section 2.11. Persons Deemed Owners	 






	 	 	Section 2.12. Global Securities	 






	 	 	Section 2.13. CUSIP Numbers	 






	 	 	Section 2.14. Tax Treatment of Securities	 






	 	 	Section 2.15. Contingent Debt Tax Treatment	 






	 	 	Section 2.16. Calculation of Certain Amounts	 





ARTICLE III




Redemption And Repurchases





	 	 	Section 3.01. Company’s Right to Redeem; Notices to Trustee	 






	 	 	Section 3.02. Selection of Securities to Be Redeemed	 






	 	 	Section 3.03. Notice of Redemption	 






	 	 	Section 3.04. Effect of Notice of Redemption	 






	 	 	Section 3.05. Deposit of Redemption Price	 






	 	 	Section 3.06. Securities Redeemed in Part	 






	 	 	Section 3.07. Repurchase of Securities by the Company at Option of the Holder.	 






	 	 	Section 3.08. Repurchase of Securities at Option of the Holder Upon a Fundamental Change.	 






	 	 	Section 3.09. Effect of Repurchase Notice or Fundamental Change Repurchase Notice.	 






	 	 	Section 3.10. Deposit of Repurchase Price or Fundamental Change Repurchase Price	 






	 	 	Section 3.11. Securities Purchased in Part	 






	 	 	Section 3.12. Covenant to Comply with Securities Laws upon Purchase of Securities	 






	 	 	Section 3.13. Repayment to the Company	 





ARTICLE IV




Covenants





	 	 	Section 4.01. Payment of Securities	 






	 	 	Section 4.02. SEC and Other Reports. .	 






	 	 	Section 4.03. Compliance Certificate	 






	 	 	Section 4.04. Further Instruments and Acts	 






	 	 	Section 4.05. Maintenance of Office or Agency	 






	 	 	Section 4.06. Delivery of Certain Information	 






	 	 	Section 4.07. Additional Amounts Notice	 





ARTICLE V




Successor Person





	 	 	Section 5.01. When Company May Merge or Transfer Assets	 





ARTICLE VI




Defaults and Remedies





	 	 	Section 6.01. Events of Default	 






	 	 	Section 6.02. Acceleration	 






	 	 	Section 6.03. Reporting Defaults..	 






	 	 	Section 6.04. Other Remedies	 






	 	 	Section 6.05. Waiver of Past Defaults	 






	 	 	Section 6.06. Control by Majority	 






	 	 	Section 6.07. Limitation on Suits	 






	 	 	Section 6.08. Rights of Holders to Receive Payment and Convert	 






	 	 	Section 6.09. Collection Suit by Trustee	 






	 	 	Section 6.10. Trustee May File Proofs of Claim	 






	 	 	Section 6.11. Priorities	 






	 	 	Section 6.12. Undertaking for Costs	 






	 	 	Section 6.13. Waiver of Stay, Extension or Usury Laws	 





ARTICLE VII




Trustee





	 	 	Section 7.01. Duties of Trustee.	 






	 	 	Section 7.02. Rights of Trustee	 






	 	 	Section 7.03. Individual Rights of Trustee	 






	 	 	Section 7.04. Trustee’s Disclaimer	 






	 	 	Section 7.05. Notice of Defaults	 






	 	 	Section 7.06. Reports by Trustee to Holders	 






	 	 	Section 7.07. Compensation and Indemnity	 






	 	 	Section 7.08. Replacement of Trustee	 






	 	 	Section 7.09. Successor Trustee by Merger	 






	 	 	Section 7.10. Eligibility; Disqualification	 






	 	 	Section 7.11. Preferential Collection of Claims Against Company	 





ARTICLE VIII




Discharge of Indenture





	 	 	Section 8.01. Discharge of Liability on Securities	 






	 	 	Section 8.02. Repayment to the Company	 






	 	 	Section 8.03. Application of Trust Money	 





ARTICLE IX




Amendments





	 	 	Section 9.01. Without Consent of Holders	 






	 	 	Section 9.02. With Consent of Holders	 






	 	 	Section 9.03. Compliance With Trust Indenture Act	 






	 	 	Section 9.04. Revocation and Effect of Consents, Waivers and Actions	 






	 	 	Section 9.05. Notice of Amendments, Notation on or Exchange of Securities	 






	 	 	Section 9.06. Trustee to Sign Supplemental Indentures	 






	 	 	Section 9.07. Effect of Supplemental Indentures	 





ARTICLE X




Conversions





	 	 	Section 10.01. Conversion Privilege	 






	 	 	Section 10.02. Conversion Procedures; Payment Upon Conversion	 






	 	 	Section 10.03. Section 10.03. Fractions of Shares	 






	 	 	Section 10.04. Adjustment of Conversion Rate	 






	 	 	Section 10.05. Effect of Reclassification, Consolidation, Merger or Sale	 






	 	 	Section 10.06. Taxes on Shares Issued	 






	 	 	Section 10.07. Reservation of Shares, Shares to Be Fully Paid; Compliance with
Governmental Requirements; Listing of Common Stock	 






	 	 	Section 10.08. Responsibility of Trustee	 






	 	 	Section 10.09. Notice to Holders Prior to Certain Actions	 






	 	 	Section 10.10. Shareholder Rights Plan	 






	 	 	Section 10.11. Unconditional Right of Holders to Convert	 





ARTICLE XI




[Reserved] 




ARTICLE XII




Contingent Interest





	 	 	Section 12.01. Contingent Interest	 






	 	 	Section 12.02. Payment of Contingent Interest	 






	 	 	Section 12.03. Contingent Interest Notification	 





ARTICLE XIII




Miscellaneous





	 	 	Section 13.01. Trust Indenture Act Controls	 






	 	 	Section 13.02. Notices	 






	 	 	Section 13.03. Communication by Holders with Other Holders	 






	 	 	Section 13.04. Certificate and Opinion as to Conditions Precedent	 






	 	 	Section 13.05. Statements Required in Certificate or Opinion	 






	 	 	Section 13.06. Separability Clause	 






	 	 	Section 13.07. Rules by Trustee, Paying Agent, Conversion Agent and Registrar	 






	 	 	Section 13.08. Legal Holidays	 






	 	 	Section 13.09. Governing Law	 






	 	 	Section 13.10. No Recourse Against Others	 






	 	 	Section 13.11. Successors	 






	 	 	Section 13.12. Execution in Counterparts	 






	 	 	Section 13.13. Multiple Originals	 






	 	 	Section 13.14. Benefits of Indenture	 






	 	 	Section 13.15. No Adverse Interpretation of Other Agreements	 






	 	 	Section 13.16. Calculations in Respect of Securities	 






	 	 	Section 13.17. Table of Contents, Cross Reference Sheet and Headings	 






	 	 	Section 13.18. Force Majeure	 





	 	 	 
	EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

	 	Form of Global Security

Form of Certificated Security

Transfer Certificate

Form of Notice of Redemption

Form of Notice of Repurchase

Notice of Occurrence of Fundamental Change
	SCHEDULE I

	 	Number of Additional Shares
	ANNEX A

	 	Projected Payment Schedule






3




INDENTURE dated as of July 16, 2007 between LIVE NATION, INC., a Delaware corporation
(the “Company”), and WELLS FARGO BANK, N.A., a national banking association, as trustee (the
“Trustee”).



Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Company’s 2.875% Convertible Senior Notes Due 2027:



ARTICLE I




Definitions And Incorporation By Reference




Section 1.01. Definitions.



“144A Global Security” means a permanent Global Security in the form of the Security attached
hereto as Exhibit A, and that is deposited with and registered in the name of the Depositary,
representing Securities sold in reliance on Rule 144A under the Securities Act.



“Additional Amounts” means the interest that is payable by the Company pursuant to (i) the
Registration Rights Agreement upon a Registration Default (as defined in such agreement) and
(ii) Section 6.03.



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



“Applicable Procedures” means, with respect to any transfer or transaction involving a Global
Security or beneficial interest therein, the rules and procedures of the Depositary for such
Security, in each case to the extent applicable to such transaction and as in effect from time to
time.



“Bid Solicitation Agent” means the agent of the Company appointed to obtain quotations for the
Securities as set forth under the definition of Trading Price, which agent shall be appointed no
later than the first Contingent Interest Period and shall at no time be an Affiliate of the
Company. The Company may, from time to time, change the Bid Solicitation Agent.



“Board of Directors” means either the board of directors of the Company or any duly authorized
committee of such board.



“Board Resolution” means a resolution of the Board of Directors.



“Business Day” means, with respect to any Security, any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which commercial banks are authorized or required by
law, regulation or executive order to close in The City of New York.



“Capital Stock” for any corporation means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
stock issued by that corporation.



“Certificated Securities” means Securities that are in the form of the Securities attached
hereto as Exhibit B.



“Change of Control” means the occurrence at such time after the original issuance of the
Securities when any of the following has occurred:



(1) a ‘‘person’’ or ‘‘group’’ within the meaning of Section 13(d)(3) of the Exchange Act
becomes the direct or indirect ‘‘beneficial owner,’’ as defined in Rule 13d-3 under the Exchange
Act, of shares of Common Stock representing more than 50% of the Voting Stock; or



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



(3) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale,
lease or other disposition of all or substantially all of the Company’s assets to another Person,
other than:




(a) any transaction (i) that does not result in any reclassification, conversion,
exchange or cancellation of the Company’s Capital Stock and (ii) pursuant to which
holders of the Company’s Capital Stock immediately prior to such transaction have
the entitlement to exercise, directly or indirectly, 50% or more of the total
Voting Stock of the continuing or surviving or successor Person immediately after
giving effect to such issuance; or




(b) any merger, share exchange, transfer of assets or similar transaction solely
for the purpose of changing the Company’s jurisdiction of incorporation and
resulting in a reclassification, conversion or exchange of outstanding shares of
Common Stock, if at all, solely into shares of common stock, ordinary shares or
American Depositary Shares of the surviving entity or a direct or indirect parent
of the surviving corporation; or




(c) any consolidation or merger with or into a Subsidiary, so long as such merger
or consolidation is not part of a plan or a series of transactions designed to or
having the effect of merging or consolidating with any other Person.



The term “person” includes any syndicate or group that would be deemed to be a “person” under
Section 13(d)(3) of the Exchange Act.



“close of business” means 5:00 p.m. (New York City time).



“Closing Price” means, with respect to the Common Stock or any other security for which a
Closing Price is to be determined, on any date, the closing sale price per share (or if no closing
sale price is reported, the average of the bid and asked prices or, if more than one in either
case, the average of the average bid and the average asked prices) on that date as reported for
composite transactions by the NYSE or, if the Common Stock or such other security, as the case may
be, is not then listed on the NYSE, as reported for composite transactions by the principal United
States national or regional securities exchange on which the Common Stock or such other security is
traded. The Closing Price will be determined without reference to after-hours or extended market
trading. If the Common Stock or such other security is not listed for trading on a United States
national or regional securities exchange on the relevant date, the “Closing Price” shall be the
last quoted bid price for the Common Stock or such other security in the over-the-counter market on
the relevant date as reported by the National Quotation Bureau or similar organization. If the
Common Stock or such other security is not so quoted, the “Closing Price” shall be the average of
the midpoint of the last bid and ask prices for the Common Stock or such other security on the
relevant date from each of at least three independent nationally recognized investment banking
firms selected by the Company for this purpose. Any such determination shall be conclusive absent
manifest error.



“Code” means the Internal Revenue Code of 1986, as amended from time to time.



“Common Stock” means the common stock, $0.01 par value, of the Company existing on the date of
this Indenture or any other shares of Capital Stock of the Company into which such Common Stock
shall be reclassified or changed, including, subject to Section 10.05 below, in the event of a
merger, consolidation or other similar transaction involving the Company that is otherwise
permitted hereunder in which the Company is not the surviving Person, the common stock of such
surviving corporation.



“Company” means the party named as the “Company” in the preamble of this Indenture until a
successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter,
shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.



“Company Notice” means a notice to Holders delivered pursuant to Section 3.07 or Section 3.08.



“Company Request” or “Company Order” means a written request or order signed in the name of
the Company by any Officer.



“Contingent Interest” means such interest payable as described in Article 12.



“Contingent Interest Period” means (i) the period commencing on July 20, 2014 and ending on
January 14, 2015, and (ii) each six-month period thereafter from January 15 to and including July
14 and from July 15 to and including January 14.



“Continuing Director” means a director who either was a member of the Board of Directors on
July 16, 2007 or who becomes a member of the Board of Directors subsequent to that date and whose
appointment, election or nomination for election by the Company’s shareholders is duly approved by
a majority of the Continuing Directors on the Board of Directors at the time of such approval,
either by specific vote or by approval of the proxy statement issued by the Company on behalf of
the Board of Directors in which such individual is named as nominee for director.



“Conversion Price” as of any date means $1,000 divided by the Conversion Rate as of such date.



“Conversion Reference Period” with respect to any Security means: (i) with respect to any
conversion of Securities occurring within 20 days prior to the Stated Maturity or a specified
Repurchase Date or Redemption Date, the 20 consecutive Trading Days beginning on the fifth Trading
Day following the Stated Maturity or the Repurchase Date or Redemption Date, as the case may be;
(ii) with respect to any conversion occurring (A) prior to the effective date of a Change of
Control described in clause (3) of the definition thereof pursuant to which Common Stock would be
converted into cash, securities or other property and (B) on or after the 25th scheduled Trading
Day prior to such effective date, the 20 consecutive Trading Days beginning on the 25th Scheduled
Trading Day prior to such effective date; or (iii) in all other cases, the 20 consecutive Trading
Days beginning on the second Trading Day after the Conversion Date.



“Conversion Settlement Date” means, with respect to any conversion of Securities, the date on
which the Conversion Settlement Distribution is to be made with respect to such conversion in
accordance with Sections 10.02(a) and (d).



“Conversion Value” means the product of (1) the Conversion Rate in effect (including any
Additional Shares) and (2) the average of the Closing Prices of the Common Stock for the Trading
Days during the Conversion Reference Period. If a Holder tenders Securities for conversion and the
Conversion Value is being determined at a time when the Securities are convertible into Exchange
Property, the Conversion Value of each Security shall be determined based on the kind and amount of
such Exchange Property and the value thereof during the Conversion Reference Period.



“Corporate Trust Office” means a designated office of the Trustee at which at any time its
corporate trust business shall be administered, or such other address as the Trustee may designate
from time to time in the United States by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Company).



“Default” means any event that is, or after notice or passage of time, would be, an Event of
Default.



“Ex-Dividend Date” means the first date upon which a sale of the Common Stock does not
automatically transfer the right to receive the relevant dividend or distribution from the seller
of the Common Stock, regular way on the relevant exchange or in the relevant market for the Common
Stock, to its buyer.



“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



“Fair Market Value”, or “fair market value” means the amount which a willing buyer would pay a
willing seller in an arm’s-length transaction.



“Fundamental Change” means either a Change of Control or a Termination of Trading.



“Global Securities” means Securities that are in the form of the Securities attached hereto as
Exhibit A, and that are registered in the register of Securities in the name of a Depositary or a
nominee thereof, and to the extent that such Securities are required to bear the Legend required by
Section 2.06(g), such Securities shall be in the form of a 144A Global Security.



“Holder” or “Securityholder” means a person in whose name a Security is registered on the
Registrar’s books.



“Indenture” means this Indenture, as amended or supplemented from time to time in accordance
with the terms hereof, including the provisions of the TIA that are deemed to be a part hereof.



“Interest” means interest payable on each Security pursuant to Section 1 of the Securities.



“Interest Payment Date” means January 15 and July 15 of each year, commencing January 15,
2008.



“Interest Record Date” means January 1 and July 1 of each year.



“Issue Date” of any Security means the date on which the Security was originally issued or
deemed issued as set forth on the face of the Security.



“Last Reported Sale Price” of the shares of Common Stock, or any other security for which a
last reported sale price is to be determined, on any date means the closing sale price per share
(or, if no closing sale price is reported, the average of the last bid and ask prices or, if more
than one in either case, the average of the average last bid and the average last ask prices) on
such date as reported in composite transactions for the principal U.S. national or regional
securities exchange on which shares of Common Stock or such other security are traded or, if the
shares of Common Stock or such other security are not listed for trading on a U.S. national or
regional securities exchange on the relevant date, the Last Reported Sale Price will be the average
of the last quoted bid and ask prices for the Common Stock or such other security in the
over-the-counter market on the relevant date as reported by the National Quotation Bureau or
similar organization. If the Common Stock or such other security is not so quoted, the Last
Reported Sale Price will be the average of the mid-point of the last bid and asked prices of the
Common Stock or such other security on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Company for this purpose. Any such
determination will be conclusive absent manifest error.



“NYSE” means The New York Stock Exchange, Inc.



“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial
Officer, the President, any Senior Vice President, the Treasurer, the Controller, the Chief
Accounting Officer, the Secretary or any Assistant Secretary of the Company.



“Officer’s Certificate” means a written certificate containing the information specified in
Sections 13.04 and 13.05, signed in the name of the Company by any Officer, and delivered to the
Trustee. An Officer’s Certificate given pursuant to Section 4.03 shall be signed by the principal
executive officer, principal financial officer or principal accounting officer of the Company.



“Offering Memorandum” means the offering memorandum of the Company dated July 10, 2007
relating to the offering of the Securities.



“Opinion of Counsel” means a written opinion containing the information specified in Sections
13.04 and 13.05, from legal counsel. The counsel may be an employee of, or counsel to, the Company.



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



“Portal Market” means the Private Offerings Resales and Trading through Automated Linkages
Market operated by the National Association of Securities Dealers, Inc. or any successor thereto.



“Purchase Agreement” means the Purchase Agreement dated July 10, 2007, between the Company, on
the one hand, and Banc of America Securities LLC and J.P. Morgan Securities Inc., as
representatives of the several initial purchasers, on the other.



“Redemption Date” means the date specified in a notice of redemption on which the Securities
may be redeemed in accordance with the terms of the Securities and this Indenture.



“Registration Rights Agreement” means the Registration Rights Agreement, dated the date
hereof, between the Company, on the one hand, and Banc of America Securities LLC and J.P. Morgan
Securities Inc., as representatives of the several initial purchasers under the Purchase Agreement,
on the other.



“Responsible Officer” means, when used with respect to the Trustee, any officer of the Trustee
within the corporate trust department (or any successor department) of the Trustee located at the
office of the Trustee specified in Section 13.02 hereof who has direct responsibility for the
administration of this Indenture and, for the purposes of Sections 7.01(c)(2) and 7.05 shall also
mean any other officer of the Trustee to whom any corporate trust matter is referred because of
such person’s knowledge of and familiarity with the particular subject matter.



“Restricted Security” means a Security required to bear the Legend.



“Rule 144A” means Rule 144A under the Securities Act (or any successor provision), as it may
be amended from time to time.



“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal
U.S. national or regional securities exchange on which the Common Stock is listed or, if the Common
Stock is not listed or admitted for trading on any such exchange, a Business Day.



“SEC” means the U.S. Securities and Exchange Commission.



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



“Security” means any of the Company’s 2.875% Convertible Senior Notes Due 2027, as amended or
supplemented from time to time, issued under this Indenture.



“Securityholder” or “Holder” means a person in whose name a Security is registered on the
Registrar’s books.



“Significant Subsidiary” shall have the meaning assigned to such term in Article 1 of
Regulation S-X promulgated under the Securities Act as in effect on the date of this Indenture



“Stated Maturity”, when used with respect to any Security, means July 15, 2027.



“Stock Price” means the price per share of Common Stock paid in connection with a Change of
Control transaction pursuant to which Additional Shares are issuable as set forth in Section
10.01(c) hereof, which shall be equal to (i) if holders of Common Stock receive only cash in such
Change of Control transaction, the cash amount paid per share of Common Stock and (ii) in all other
cases, the average of the Closing Prices of the Common Stock on the five Trading Days immediately
prior to, but not including, the effective date of such Change of Control transaction.



“Subsidiary” means any person of which at least a majority of the outstanding Voting Stock
shall at the time directly or indirectly be owned or controlled by the Company or by one or more
Subsidiaries or by the Company and one or more Subsidiaries.



“Termination of Trading” means the occurrence, at any time, of the Common Stock of the Company
(or other common stock into which the Securities are then convertible) being not listed for trading
on a U.S. national securities exchange.



“TIA” means the Trust Indenture Act of 1939 as in effect on the date of this Indenture,
provided, however, that in the event the TIA is amended after such date, TIA means, to the extent
required by any such amendment, the TIA as so amended.



“Trading Day” means a day during which trading in securities generally occurs on the NYSE or,
if the Common Stock is not listed on the NYSE, then a day during which trading in securities
generally occurs on the principal U.S. securities exchange on which the Common Stock is then listed
or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on
the principal other market on which the Common Stock is then traded or quoted.



“Trading Price” of the Securities on any date of determination means the average of the
secondary market bid quotations per $1,000 principal amount of the Securities obtained by the Bid
Solicitation Agent for $5,000,000 aggregate principal amount of the Securities at approximately
3:30 p.m., New York City time, on such determination date from three independent nationally
recognized securities dealers the Company selects, provided that if three such bids cannot
reasonably be obtained by the Bid Solicitation Agent, but two such bids are obtained, then the
average of the two bids shall be used, and if only one such bid can reasonably be obtained by the
Bid Solicitation Agent, that one bid shall be used, provided further that if the Bid Solicitation
Agent cannot reasonably obtain any such bids for $5,000,000 aggregate principal amount of the
Securities from a nationally recognized securities dealer, then for purposes of any determination
of whether Contingent Interest is payable or of the amount of any Contingent Interest, the Trading
Price of the Securities on any date of determination shall equal the product of (i) the applicable
Conversion Rate for the Securities and (ii) the average Closing Price of the Common Stock for the
five Trading Days ending on such determination date, and for purposes of any determination with
respect to the condition to conversion under Section 10.01(a)(2), the Trading Price per $1,000
principal amount of Securities shall be deemed to be less than 98% of the product of the Closing
Price of the Common Stock and the applicable Conversion Rate.



“Trustee” means the party named as the “Trustee” in the preamble of this Indenture unless and
until a successor replaces it pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any
subsequent such successor or successors.



“U.S. Treasury Regulations” means the U.S. federal income tax regulations, including temporary
regulations, promulgated under the Code, as those regulations may be amended from time to time.



“Voting Stock” of a Person means Capital Stock of such Person of the class or classes pursuant
to which the holders thereof have the general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such Person (irrespective of
whether or not at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).



	 	 	 	 	 
	Section 1.02.Other Definitions.

	 	Defined in
	Terms:
	 	Section:
	“Act” 
	 	 	1.05	 
	“Adjustment Determination Date” 
	 	 	10.04	(i)
	“Adjustment Event” 
	 	 	10.04	(i)
	“Acquisition Value” 
	 	 	10.01	(d)
	“Additional Amounts Notice” 
	 	 	4.07	 
	“Additional Shares 
	 	 	10.01	(c)
	“Agent Members” 
	 	 	2.12	(e)
	“Bankruptcy Law” 
	 	 	6.01	(i)
	“cash” 
	 	 	3.01	 
	“Conversion Agent” 
	 	 	2.03	 
	“Conversion Date” 
	 	 	10.02	(e)
	“Conversion Notice” 
	 	 	10.02	(c)
	“Conversion Obligation” 
	 	 	10.01	(a)
	“Conversion Rate” 
	 	 	10.02	 
	“Conversion Settlement Distribution” 
	 	 	10.02	(a)
	“Delivery Date” 
	 	 	10.02	(d)
	“Depositary” 
	 	 	2.01	(b)
	“Distributed Property” 
	 	 	10.04	(c)
	“DTC” 
	 	 	2.01	(b)
	“effective date” 
	 	 	10.01	(c)
	“Event of Default” 
	 	 	6.01	 
	“Exchange Property” 
	 	 	10.05	 
	“Fiscal Quarter” 
	 	 	10.01	(a)
	“Fundamental Change Repurchase Date” 
	 	 	3.08	(a)
	“Fundamental Change Repurchase Notice” 
	 	 	3.08	(c)
	“Fundamental Change Repurchase Price” 
	 	 	3.08	(a)
	“legal holiday” 
	 	 	13.08	 
	“Legend” 
	 	 	2.06	(g)
	“Net Share Settlement Election” 
	 	 	10.02	(b)
	“Notice of Default” 
	 	 	6.01	 
	“Paying Agent” 
	 	 	2.03	 
	“Public Acquirer Change of Control” 
	 	 	10.01	(d)
	“Public Acquirer Common Stock” 
	 	 	10.01	(d)
	“QIB” 
	 	 	2.01	(b)
	“Redemption Price” 
	 	 	3.01	 
	“Registrar” 
	 	 	2.03	 
	“Repurchase Date” 
	 	 	3.07	(a)
	“Repurchase Notice” 
	 	 	3.07	(b)
	“Repurchase Price” 
	 	 	3.07	(a)
	“Rule 144A Information” 
	 	 	4.06	 
	“Specified Dollar Amount” 
	 	 	10.02	(a)
	“Specified Percentage” 
	 	 	10.02	(a)
	“Spin-off” 
	 	 	10.04	(c)
	“successor Person” 
	 	 	5.01	(a)
	“Taxes” 
	 	 	5.01	(c)
	“Trigger Event” 
	 	 	10.04	(c)
	“Valuation Period” 
	 	 	10.01	(d)






Section 1.03. Incorporation By Reference Of Trust Indenture Act. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the following meanings



“Commission” means the SEC.



“indenture securities” means the Securities.



“indenture security holder” means a Holder.



“indenture to be qualified” means this Indenture.



“indenture trustee” or “institutional trustee” means the Trustee.



“obligor” on the indenture securities means the Company.



All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rules have the meanings assigned to them by such
definitions.



Section 1.04. Rules of Construction. Unless the context otherwise requires:




	 	(1)	 	a term has the meaning assigned to it;






	 	(2)	 	an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles as
in effect from time to time;






	 	(3)	 	“or” is not exclusive unless the context otherwise requires;






	 	(4)	 	“including” means including, without limitation;






	 	(5)	 	words in the singular include the plural, and words in the
plural include the singular; and






	 	(6)	 	references to Sections and Articles are to references to
Sections and Articles of this Indenture.





Section 1.05. Acts of Holders. (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the Company, as described
in Section 13.02. Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.



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



(c) The principal amount and serial number of any Security and the ownership of Securities
shall be proved by the register for the Securities.



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



(e) If the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to
a Board Resolution, fix in advance a record date for the determination of Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given before or after such
record date, but only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of
outstanding Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that purpose the
outstanding Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than six
months after the record date.



ARTICLE II




The Securities




Section 2.01. Form and Dating. (a) The Securities and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibits A and B, which are a part of this
Indenture. The Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage (provided that any such notation, legend or endorsement required by usage is
in a form acceptable to the Company), or as may be required by the custodian for the Depositary,
the Depositary or by the National Association of Securities Dealers, Inc. in order for the
Securities to be tradable on the Portal Market or as may be required for the Securities to be
tradable on any other market developed for trading of securities pursuant to Rule 144A. The Company
shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security
shall be dated the date of its authentication. The Securities may, but need not, have the corporate
seal of the Company or a facsimile thereof affixed thereto or imprinted thereon.



(b) 144A Global Securities. Securities offered and sold within the United States to qualified
institutional buyers as defined in Rule 144A (“QIBs”) in reliance on Rule 144A shall be issued
initially in the form of a 144A Global Security which shall be deposited with the Trustee at its
Corporate Trust Office, as custodian for the Depositary (as defined below) and registered in the
name of The Depository Trust Company (“DTC”) or the nominee thereof (DTC, or any successor thereto,
and any such nominee being hereinafter referred to as the “Depositary”), duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of
the 144A Global Securities may from time to time be increased or decreased by adjustments made on
the records of the Trustee and the Depositary as hereinafter provided.



(c) Global Securities in General. Each Global Security shall represent such of the
outstanding Securities as shall be specified therein and each shall provide that it shall represent
the aggregate amount of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, redemptions, repurchases and conversions.



Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of
any increase or decrease in the amount of outstanding Securities represented thereby shall be made
by the Trustee in accordance with instructions given by the Holder thereof as required by Section
2.12 hereof, or otherwise, and shall be made on the records of the Trustee and the Depositary.



(d) Book-Entry Provisions. This Section 2.01(d) shall apply only to Global Securities
deposited with or on behalf of the Depositary.



The Company shall execute and the Trustee shall, in accordance with this Section 2.01(d),
authenticate and deliver initially one or more Global Securities that (a) shall be registered in
the name of the Depositary or a nominee thereof, (b) shall be delivered by the Trustee to the
Depositary or held by the Trustee pursuant to the Depositary’s instructions and (c) shall be
substantially in the form of Exhibit A attached hereto.



(e) Certificated Securities. Securities not issued as interests in the Global Securities
shall be issued in certificated form substantially in the form of Exhibit B attached hereto.



Section 2.02. Execution and Authentication. The Securities shall be executed on behalf of the
Company by one Officer and attested to by one Officer. The signature of such Officers may be
manual or facsimile.



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



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



The Trustee shall authenticate and deliver the Securities for original issue in an aggregate
principal amount of up to $220,000,000 upon one or more Company Orders without any further action
by the Company (other than as contemplated in Section 13.04 and Section 13.05 hereof). The
aggregate principal amount of the Securities due at the Stated Maturity thereof outstanding at any
time may not exceed the amount set forth in the foregoing sentence.



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



Section 2.03. Registrar, Paying Agent and Conversion Agent. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer or for exchange
(“Registrar”), an office or agency in the United States where Securities may be presented for
purchase or payment (“Paying Agent”) and an office or agency where Securities may be presented for
conversion (“Conversion Agent”). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company may have one or more co-registrars, one or more additional
paying agents and one or more additional conversion agents. The term Paying Agent includes any
additional paying agent, including any designated pursuant to Section 4.05. The term Conversion
Agent includes any additional conversion agent, including any designated pursuant to Section 4.05.



The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent,
Conversion Agent, or co-registrar (in each case, if such Registrar, agent or co-registrar is a
Person other than the Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall promptly notify the Trustee of the name and address of any
such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07. The Company or any Subsidiary or an Affiliate of either of them may act as Paying
Agent, Registrar, Conversion Agent or co-registrar.



The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in
connection with the Securities.



Section 2.04. Paying Agent to Hold Money and Securities in Trust. Except as otherwise
provided herein, on or prior to each due date of payments in respect of any Security, the Company
shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on
the due date) or shares of Common Stock sufficient to make such payments when so becoming due. The
Company shall require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money and
shares of Common Stock held by the Paying Agent for the making of payments in respect of the
Securities and shall promptly notify the Trustee of any Default by the Company in making any such
payment. At any time during the continuance of any such Default, the Paying Agent shall, upon the
written request of the Trustee, forthwith pay to the Trustee all money and shares of Common Stock
so held in trust. If the Company, a Subsidiary or an Affiliate of either of them acts as Paying
Agent, it shall segregate the money and shares of Common Stock held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money
and shares of Common Stock held by it to the Trustee and to account for any funds and Common Stock
disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money or
shares of Common Stock.



Section 2.05. Securityholder Lists. The Trustee shall preserve the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the
Company shall cause to be furnished to the Trustee at least semiannually on January 15 and July 15
a listing of Securityholders dated within 15 days of the date on which the list is furnished and at
such other times as the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Securityholders.



Section 2.06. Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for
registration of transfer of any Security, together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney
duly authorized in writing, at the office or agency of the Company designated as Registrar or
co-registrar pursuant to Section 2.03, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of any authorized denomination or denominations, of a like aggregate principal amount.
The Company shall not charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange.



At the option of the Holder, Securities may be exchanged for other Securities of any
authorized denomination or denominations, of a like aggregate principal amount upon surrender of
the Securities to be exchanged, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in
writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.



The Company shall not be required to make, and the Registrar need not register, transfers or
exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed
in part, the portion thereof not to be redeemed) or any Securities in respect of which a Repurchase
Notice or Fundamental Change Repurchase Notice has been given and not withdrawn by the Holder
thereof in accordance with the terms of this Indenture (except, in the case of Securities to be
purchased in part, the portion thereof not to be purchased) or any Securities for a period of 15
days before the mailing of a notice of redemption of Securities to be redeemed.



(b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains
outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole
or in part, shall be made only in accordance with Section 2.12 and this Section 2.06(b). Transfers
of a Global Security shall be limited to transfers of such Global Security in whole or in part, to
the Depositary, to nominees of the Depositary or to a successor of the Depositary or such
successor’s nominee.



(c) Successive registrations and registrations of transfers and exchanges as aforesaid may be
made from time to time as desired, and each such registration shall be noted on the register for
the Securities.



(d) Except as otherwise set forth in this Indenture, any such action taken by a Holder shall
be conclusive and binding upon such Holder and upon all future Holders and owners of such Security
and of any Securities issued in exchange or substitution therefor, irrespective of whether any
notation in regard thereto is made upon such Security or any Security issued in exchange or
substitution therefor.



(e) Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such
information as the Trustee may reasonably require in connection with the delivery by such Registrar
of Securities upon transfer or exchange of Securities.



(f) No Registrar shall be required to make registrations of transfer or exchange of Securities
during any periods designated in the text of the Securities or in this Indenture as periods during
which such registration of transfers and exchanges need not be made.



(g) If Securities are issued upon the transfer, exchange or replacement of, or if Common Stock
is issued upon conversion of, Securities subject to restrictions on transfer and bearing the
legends set forth on the forms of Security attached hereto as Exhibits A and B setting forth such
restrictions (collectively, the “Legend”), or if a request is made to remove the Legend on a
Security (or shares of Common Stock issued upon conversion of a Security), the Securities or shares
of Common Stock so issued shall bear the Legend, or the Legend shall not be removed, as the case
may be, unless there is delivered to the Company and the Registrar such satisfactory evidence,
which shall include an opinion of counsel, as may be reasonably required by the Company and the
Registrar and the Trustee (if not the same Person as the Registrar), that neither the Legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Securities or
shares of Common Stock, as the case may be, are not “restricted” within the meaning of Rule 144
under the Securities Act. Upon (i) provision of such satisfactory evidence or (ii) notification by
the Company to the Trustee and Registrar of the sale of such Security or shares of Common Stock
pursuant to a registration statement that is effective at the time of such sale, the Trustee, at
the written direction of the Company, shall authenticate and deliver a Security or shares of Common
Stock, as the case may be, that does not bear the Legend. If the Legend is removed from the face of
a Security or shares of Common Stock and the Security or such Common Stock is subsequently held by
the Company or an Affiliate of the Company, the Legend shall be reinstated.



Section 2.07. Replacement Securities. If (a) any mutilated Security is surrendered to the
Trustee or (b) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee
such security or indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Trustee shall authenticate
and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or
stolen Security, a new Security of like tenor and principal amount, bearing a certificate number
not contemporaneously outstanding.



In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, or is about to be redeemed or purchased by the Company pursuant to Article
3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase
such Security, as the case may be.



Upon the issuance of any new Securities under this Section 2.07, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed,
lost or stolen Security shall constitute an original contractual obligation of the Company, whether
or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all benefits of this Indenture equally and proportionately with any and all other
Securities duly issued hereunder.



The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.



Section 2.08. Outstanding Securities; Determinations of Holders’ Action. Securities
outstanding at any time are all the Securities authenticated by the Trustee except for those
cancelled by it, those redeemed, purchased or paid pursuant to Section 2.07, those delivered to it
for cancellation and those described in this Section 2.08 as not outstanding. A Security does not
cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided,
however, that in determining whether the Holders of the requisite principal amount of Securities
have given or concurred in any request, demand, authorization, direction, notice, consent, waiver,
or other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other act, only
Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Subject to the foregoing, only Securities outstanding at the time of such
determination shall be considered in any such determination (including, without limitation,
determinations pursuant to Article 6 and Article 9).



If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.



If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the
Business Day immediately following a Repurchase Date or a Fundamental Change Repurchase Date, or on
Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable
on that date, then from and after such Redemption Date, Repurchase Date, Fundamental Change
Repurchase Date or Stated Maturity, as the case may be, such Securities shall cease to be
outstanding and Interest, Contingent Interest and Additional Amounts, if any, on such Securities
shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made.



If a Security is converted in accordance with Article 10, then from and after the time of
conversion on the date of conversion, such Security shall cease to be outstanding and Interest,
Contingent Interest, Additional Amounts, if any, and the rights of the Holders therein shall
terminate (other than the right to receive the Conversion Settlement Distribution).



Section 2.09. Temporary Securities. Pending the preparation of Certificated Securities, the
Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the Certificated Securities in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions and other variations
as the Officers executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.



If temporary Securities are issued, the Company shall cause Certificated Securities to be
prepared without unreasonable delay. After the preparation of Certificated Securities, the
temporary Securities shall be exchangeable for Certificated Securities upon surrender of the
temporary Securities at the office or agency of the Company designated for such purpose pursuant to
Section 2.03, without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of Certificated Securities of authorized denominations.
Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as Certificated Securities.



Section 2.10. Cancellation. All Securities surrendered for payment, purchase by the Company
pursuant to Article 3, conversion, redemption or registration of transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee.
The Company may not issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation, other than in connection with registrations of transfer or exchange, or
that any Holder has converted pursuant to Article 10. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with the Trustee’s customary procedure.



Section 2.11. Persons Deemed Owners. Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of
receiving payment of the principal amount of the Security or any portion thereof, or the payment of
any Redemption Price, Repurchase Price or Fundamental Change Repurchase Price in respect thereof,
and Interest, Contingent Interest or Additional Amounts thereon, for the purpose of conversion and
for all other purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.



Section 2.12. Global Securities. (a) Notwithstanding any other provisions of this Indenture
or the Securities, (A) transfers of a Global Security, in whole or in part, shall be made only in
accordance with Section 2.06 and Section 2.12(a)(i) below, (B) transfers of a beneficial interest
in a Global Security for a Certificated Security shall comply with Section 2.06 and Section
2.12(a)(ii) below and Section 2.12(e) below, and (C) transfers of a Certificated Security shall
comply with Section 2.06, Section 2.12(a)(iii) and Section 2.12(a)(iv) below.




(i) Transfer of Global Security. A Global Security may not be transferred, in whole or
in part, to any Person other than the Depositary or a nominee or any successor thereof, and
no such transfer to any such other Person may be registered; provided that this Section
2.12(a)(i) shall not prohibit any transfer of a Security that is issued in exchange for a
Global Security but is not itself a Global Security. No transfer of a Security to any
Person shall be effective under this Indenture or the Securities unless and until such
Security has been registered in the name of such Person. Nothing in this Section 2.12(a)(i)
shall prohibit or render ineffective any transfer of a beneficial interest in a Global
Security effected in accordance with the other provisions of this Section 2.12.




(ii) Restrictions on Transfer of a Beneficial Interest in a Global Security for a
Certificated Security. A beneficial interest in a Global Security may not be exchanged for
a Certificated Security except upon satisfaction of the requirements set forth in this
paragraph below and in Section 2.12(e) below. Upon receipt by the Trustee of a request to
transfer a beneficial interest in a Global Security in accordance with Applicable
Procedures for a Certificated Security in the form satisfactory to the Trustee, together
with:




(A) so long as the Securities are Restricted Securities, certification in
the form set forth in Exhibit C;




(B) written instructions to the Trustee to make, or direct the Registrar
to make, an adjustment on its books and records with respect to such Global
Security to reflect a decrease in the aggregate principal amount of the
Securities represented by the Global Security, such instructions to contain
information regarding the Depositary account to be decreased; and




(C) if the Company or the Trustee so requests, an opinion of counsel or
other evidence reasonably satisfactory to it as to the compliance with the
restrictions set forth in the Legend,



then the Trustee shall cause, or direct the Registrar to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Registrar, the aggregate
principal amount of the Securities represented by the Global Security to be decreased by the
aggregate principal amount of the Certificated Security to be issued, shall issue such Certificated
Security and shall debit or cause to be debited to the account of the person specified in such
instructions a beneficial interest in the Global Security equal to the principal amount of the
Certificated Security so issued.




(iii) Transfer and Exchange of Certificated Securities. When Certificated Securities
are presented to the Registrar with a request:




(A) to register the transfer of such Certificated Securities; or




(B) to exchange such Certificated Securities for an equal principal
amount of Certificated Securities of other authorized denominations,



the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Certificated Securities
surrendered for transfer or exchange:




(1) shall be duly endorsed or accompanied by a written instrument of transfer
in form reasonably satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing; and




(2) so long as such Securities are Restricted Securities, such Securities are
being transferred or exchanged pursuant to an effective registration statement
under the Securities Act or pursuant to clause (x), (y) or (z) below, and are
accompanied by the following additional information and documents, as applicable:




(x) if such Certificated Securities are being delivered to the
Registrar by a Holder for registration in the name of such Holder, without
transfer, a certification from such Holder to that effect; or




(y) if such Certificated Securities are being transferred to the
Company, a certification to that effect; or




(z) if such Certificated Securities are being transferred pursuant to
an exemption from registration, (i) a certification to that effect (in the
form set forth in Exhibit C, if applicable) and (ii) if the Company or the
Trustee so requests, an opinion of counsel or other evidence reasonably
satisfactory to it as to the compliance with the restrictions set forth in
the Legend.




(iv) Restrictions on Transfer or Exchange of a Certificated Security for a Beneficial
Interest in a Global Security. A Certificated Security may not be transferred or exchanged
for a beneficial interest in a Global Security except upon satisfaction of the requirements
set forth below.



Upon receipt by the Trustee of a Certificated Security, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Trustee, together with:




(A) so long as the Securities are Restricted Securities, certification, in
the form set forth in Exhibit C, that such Certificated Security (1) is being
transferred to a QIB in accordance with Rule 144A under the Securities Act or
(2) is being transferred pursuant to and in compliance with Rule 144 under the
Securities Act; and




(B) written instructions directing the Trustee to make, or to direct the
Registrar to make, an adjustment on its books and records with respect to such
Global Security to reflect an increase in the aggregate principal amount of the
Securities represented by the Global Security, such instructions to contain
information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Certificated Security and cause, or direct
the Registrar to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Registrar, the aggregate
principal amount of Securities represented by the Global Security to be
increased by the aggregate principal amount of the Certificated Security to be
exchanged, and shall credit or cause to be credited to the account of the
person specified in such instructions a beneficial interest in the Global
Security equal to the principal amount of the Certificated Security so
cancelled. If no Global Securities are then outstanding, the Company shall
issue and the Trustee shall authenticate, upon written order of the Company in
the form of an Officer’s Certificate, a new Global Security in the appropriate
principal amount.



(b) Subject to the succeeding Section 2.12(c), every Security shall be subject to the
restrictions on transfer provided in the Legend including the delivery of an opinion of counsel, if
so provided. Whenever any Restricted Security is presented or surrendered for registration of
transfer or for exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate in substantially the form set forth in Exhibit C,
dated the date of such surrender and signed by the Holder of such Security, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for such registration
of transfer or exchange any Security not so accompanied by a properly completed certificate.



(c) The restrictions imposed by the Legend upon the transferability of any Security shall
cease and terminate when such Security has been sold pursuant to an effective registration
statement under the Securities Act or transferred in compliance with Rule 144 under the Securities
Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have expired in
accordance with their terms or shall have terminated may, upon a surrender of such Security for
exchange to the Registrar in accordance with the provisions of this Section 2.12 (accompanied, in
the event that such restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 under the Securities Act or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise reasonably acceptable to
the Company and the Trustee, addressed to the Company and the Trustee and in form acceptable to the
Company and the Trustee, to the effect that the transfer of such Security has been made in
compliance with Rule 144 under the Securities Act or such successor provision), be exchanged for a
new Security, of like tenor and aggregate principal amount, which shall not bear the restrictive
Legend. The Company shall inform the Trustee of the effective date of any registration statement
registering the Securities under the Securities Act. The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the aforementioned
opinion of counsel or registration statement.



(d) As used in the preceding two paragraphs of this Section 2.12, the term “transfer”
encompasses any sale, pledge, transfer, loan, hypothecation, or other disposition of any Security.



(e) The provisions of clauses (i), (ii), (iii), (iv) and (v) below shall apply only to Global
Securities:




(i) Notwithstanding any other provisions of this Indenture or the Securities, a Global
Security shall not be exchanged in whole or in part for a Security registered in the name
of any Person other than the Depositary or one or more nominees thereof, provided that a
Global Security may be exchanged for Securities registered in the names of any Person
designated by the Depositary in the event that (i) the Depositary has notified the Company
that it is unwilling or unable to continue as Depositary for such Global Security or such
Depositary has ceased to be a “clearing agency” registered under Exchange Act, and a
successor Depositary is not appointed by the Company within 90 days, (ii) the Company
determines at any time that the Securities shall no longer be represented by Global
Securities and shall inform such Depositary of such determination in writing and
participants in such Depositary elect to withdraw their beneficial interests in the Global
Securities from such Depositary, following notification by the Depositary of their right to
do so or (iii) an Event of Default has occurred and is continuing. Any Global Security
exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part, and
any Global Security exchanged pursuant to clauses (ii) or (iii) above may be exchanged in
whole or from time to time in part as directed by the Depositary. Any Security issued in
exchange for a Global Security or any portion thereof shall be a Global Security; provided
that any such Security so issued that is registered in the name of a person other than the
Depositary or a nominee thereof or any successor of either of the foregoing pursuant to
this paragraph shall not be a Global Security.




(ii) Securities issued in exchange for a Global Security or any portion thereof shall
be issued in definitive, fully registered form, shall have an aggregate principal amount
equal to that of such Global Security or portion thereof to be so exchanged, shall be
registered in such names and be in such authorized denominations as the Depositary shall
designate and shall bear the applicable legends provided for herein. Any Global Security
to be exchanged in whole shall be surrendered by the Depositary to the Registrar. With
regard to any Global Security to be exchanged in part, either such Global Security shall be
so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or
its nominee with respect to such Global Security, the principal amount thereof shall be
reduced by an amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee. Upon any such surrender or
adjustment, the Trustee shall authenticate and deliver the Security issuable on such
exchange to or upon the order of the Depositary or an authorized representative thereof.




(iii) Subject to the provisions of clause (v) below, the registered Holder may grant
proxies and otherwise authorize any person, including Agent Members (as defined below) and
persons that may hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.




(iv) In the event of the occurrence of any of the events specified in clause (i)
above, the Company shall promptly make available to the Trustee a reasonable supply of
Certificated Securities in definitive, fully registered form.




(v) Neither any members of, or participants in, the Depositary (collectively, the
“Agent Members”) nor any other persons on whose behalf Agent Members may act shall have any
rights under this Indenture with respect to any Global Security registered in the name of
the Depositary or any nominee thereof, or under any such Global Security, and the
Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner and Holder of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by the
Depositary or such nominee, as the case may be, or impair, as between the Depositary, its
Agent Members and any other person on whose behalf an Agent Member may act, the operation
of customary practices of such Persons governing the exercise of the rights of a Holder of
any Security.




(vi) Except as expressly set forth in this Indenture, including Sections 2.12(a)(ii)
and 2.12(e), none of the Trustee, any Paying Agent, Conversion Agent, the Company or the
Registrar shall have any responsibility or obligation to any beneficial owner in the Global
Securities, a member of, or a participant in the Depositary or other Person with respect to
the accuracy of the records of the Depositary or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Global Securities or with
respect to the delivery to any participant, member, beneficial owner or other Person (other
than the Depositary) of any notice (including any notice of redemption) or the payment of
any amount, under or with respect to such Global Securities. All notices and communications
to be given to the Holders and all payments to be made to Holders under the Securities
shall be given or made only to or upon the order of the registered Holders (which shall be,
in the case of a Global Security, the Depositary or its nominee). The rights of beneficial
owners in the Global Securities shall be exercised only through the Depositary subject to
the applicable rules and procedures of the Depositary. Other than as set forth in this
Indenture, the Trustee, any Paying Agent, the Conversion Agent, the Company and the
Registrar may rely and shall be fully protected in relying upon information furnished by
the Depositary with respect to its members, participants and any beneficial owners. Except
as expressly set forth in this Indenture, including Sections 2.12(a)(ii) and 2.12(e), the
Trustee, each Paying Agent, the Conversion Agent, the Company and the Registrar shall be
entitled to deal with any depositary (including the Depositary), and any nominee thereof,
that is the Holder of any Global Securities as a Holder for all purposes of this Indenture
relating to such Global Securities (including the payment of principal, Interest,
Contingent Interest, if any, and Additional Amounts, if any, and the giving of instructions
or directions by or to the owner or Holder of a beneficial ownership interest in such
Global Securities) as the sole Holder of such Global Securities and shall have no
obligations to the beneficial owners thereof. None of the Trustee, any Paying Agent, the
Conversion Agent, the Company or the Registrar shall have any responsibility or liability
for any acts or omissions of any such depositary with respect to such Global Securities,
for the records of any such depositary, including records in respect of beneficial
ownership interests in respect of any such Global Securities, for any transactions between
such depositary and any participant in such depositary or between or among any such
depositary, any such participant and/or any Holder or owner of a beneficial interest in
such Global Securities or for any transfers of beneficial interests in any such Global
Securities.



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



The Trustee shall have no responsibility for the actions or omissions of the Depositary, or
the accuracy of the books and records of the Depositary.



Section 2.13. CUSIP Numbers. The Company may issue the Securities with one or more “CUSIP”,
“ISIN” or other similar numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP”, “ISIN” or other similar numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of a redemption or
purchase and that reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP, ISIN
or other similar numbers.



Section 2.14. Tax Treatment of Securities. The Company agrees, and by acceptance of a
Security, each Holder hereof is deemed to have agreed, with respect to each of the matters set
forth below, as follows:



(a) Tax Treatment:




(i) to treat the Securities as indebtedness of the Company for all tax purposes;




(ii) to treat the Securities as indebtedness that are subject to the special U.S.
Treasury Regulations governing contingent payment debt instruments; and




(iii) to treat any payment to and receipt by a Holder, upon conversion of a Security,
of cash, Common Stock or other property, as a contingent payment of such cash or the fair
market value of such Common Stock or other property, under U.S. Treasury Regulation section
1.1275-4(b) that will result in an adjustment under U.S. Treasury Regulation section
1.1275-4(b)(3)(iv) and U.S. Treasury Regulation section 1.1275-4(b)(6).



(b) Comparable Yield and Projected Payment Schedule. Solely for purposes of applying U.S.
Treasury Regulation section 1.1275-4 to the Securities:




(i) for United States federal income tax purposes, to accrue interest with respect to
outstanding Securities pursuant to the “noncontingent bond method,” as set forth in U.S.
Treasury Regulation section 1.1275-4(b), regardless of the usual method of tax accounting
of any Holder, based on the comparable yield of the Securities as described below;




(ii) the comparable yield, as defined in U.S. Treasury Regulation section
1.1275-4(b)(4)(i), for the Securities is 9.40%, compounded semi-annually;




(iii) the projected payment schedule, as defined in U.S. Treasury Regulation section
1.1275-4(b)(4)(ii), is the schedule found at Annex A of this Indenture; and




(iv) the Company acknowledges and agrees, and each Holder and any beneficial owner of
a Security, by its purchase of a Security shall be deemed to acknowledge and agree, that
(A) the projected payment schedule is determined on the basis of an assumption of the
linear growth of the stock price, (B) the comparable yield and the projected payment
schedule are not determined for any other purpose other than for the purposes of applying
U.S. Treasury Regulation section 1.1275-4(b) to the Securities and (C) the comparable yield
and the projected payment schedule do not constitute a projection or representation
regarding the actual amounts payable on the Securities.



Section 2.15. Contingent Debt Tax Treatment. Each Security shall bear a legend relating to
United States federal income tax matters in the form set forth below.




“THIS SECURITY IS BEING ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE FOR THIS SECURITY IS $1,000 PER
$1,000 PRINCIPAL AMOUNT AND THE ISSUE DATE FOR THIS SECURITY IS JULY 16, 2007. THIS
SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT
PAYMENT DEBT INSTRUMENTS. THE COMPARABLE YIELD FOR THIS SECURITY IS 9.40% PER ANNUM,
COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES). FOR INFORMATION REGARDING THE PROJECTED PAYMENT SCHEDULE FOR
THIS SECURITY, HOLDERS SHOULD CONTACT THE INVESTOR RELATIONS OF LIVE NATION, INC. AT 9348
CIVIC CENTER DRIVE, BEVERLY HILLS, CA 90210.”



Section 2.16. Calculation of Certain Amounts. The Company shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on outstanding Securities as of
the end of such year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Code.



ARTICLE III




Redemption And Repurchases




Section 3.01. Company’s Right to Redeem; Notices to Trustee. Prior to July 20, 2014, the
Securities shall not be redeemable at the Company’s option. On or after July 20, 2014, the
Company, at its option, may redeem the Securities for U.S. legal tender (“cash”) at any time, in
whole or in part, at a redemption price (the “Redemption Price”) equal to 100% of the principal
amount of the Securities redeemed, plus any accrued and unpaid Interest, accrued and unpaid
Contingent Interest, if any, and accrued and unpaid Additional Amounts, if any, on the Securities
redeemed up to, but not including, the Redemption Date, provided that if the Redemption Date is on
a date that is after an Interest Record Date and on or prior to the corresponding Interest Payment
Date, the Redemption Price shall be 100% of the principal amount of the Securities redeemed but
shall not include accrued and unpaid Interest, accrued and unpaid Contingent Interest, if any, and
Additional Amounts, if any. Instead, the Company shall pay such Interest, Contingent Interest, if
any, and Additional Amounts, if any, on the Interest Payment Date to the Holder of record on the
corresponding Interest Record Date. If the Company elects to redeem Securities pursuant to this
Section 3.01, it shall notify the Trustee in writing of such election together with the Redemption
Date, the Conversion Rate, the principal amount of Securities to be redeemed and the Redemption
Price. Notwithstanding the foregoing, the Company may not redeem the Securities if it has failed
to pay any Interest, including Contingent Interest, if any, and Additional Amounts, if any, on the
Securities when due and such failure is continuing. If the Company’s notice of redemption pursuant
to Section 3.03 does not indicate an election to settle its obligation in cash or a combination or
cash and shares, the Company shall settle all conversions in shares of its Common Stock after the
giving of the notice of redemption until the corresponding Redemption Date.



Only in the case that the Company elects to have the Trustee mail the notices of redemption to
the Holders, the Company shall give the notice to the Trustee provided for in this Section 3.01 by
a Company Order, at least 40 days but not more than 60 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee).



Section 3.02. Selection of Securities to Be Redeemed. If less than all of the Securities are
to be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall select
the Securities to be redeemed by lot, on a pro rata basis or by another method the Trustee
considers fair and appropriate (so long as such method is not prohibited by the rules of any stock
exchange or quotation association on which the Securities are then traded or quoted). The Trustee
may select for redemption portions of the principal amount of Securities that have denominations
larger than $1,000.



Securities and portions of Securities that the Trustee selects shall be in principal amounts
of $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for redemption. The Trustee
shall notify the Company promptly (but in any case within 7 days of the Company Order referred to
in Section 3.01) of the Securities or portions of the Securities selected to be redeemed and, in
the case of any Securities selected for partial redemption, the method it has chosen for the
selection of the Security.



Following a notice of redemption, Securities and portions of Securities are convertible,
pursuant to Section 10.01(a)(3), by the Holder until the close of business on the Business Day
prior to the Redemption Date. If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the Security so selected,
the converted portion of such Security shall be deemed (so far as may be) to be from the portion
selected for redemption. Securities that have been converted during a selection of Securities to
be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.



Section 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a
Redemption Date, the Company shall mail a notice of redemption (substantially in the form of
Exhibit D) by first-class mail, postage prepaid, to each Holder of Securities to be redeemed.



The notice shall identify the Securities to be redeemed and shall state (along with any other
information the Company wishes to include):




(1) the Redemption Date;




(2) the Redemption Price;




(3) the Conversion Rate;




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




(5) that Securities may be converted at any time before the close of
business on the Business Day prior to the Redemption Date;




(6) that Securities called for redemption and not converted shall be
redeemed on the Redemption Date;




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




(8) that Securities called for redemption must be surrendered to the
Paying Agent (by effecting book-entry transfer of the Securities or
delivering Certificated Securities, together with necessary endorsements,
as the case may be) to collect the Redemption Price;




(9) if fewer than all of the outstanding Securities are to be
redeemed, the certificate numbers, if any, and principal amounts of the
particular Securities to be redeemed;




(10) if the Company has not made an irrevocable Net Share Settlement
Election, whether it has elected to settle its obligation upon conversion
in cash or a combination of cash and shares of the Common Stock in lieu of
            shares of Common Stock only;




(11) that, unless the Company defaults in making payment of such
Redemption Price, Interest, Contingent Interest, if any, and Additional
Amounts, if any, the Securities called for redemption shall cease to
accrue from and after the Redemption Date; and




(12) the CUSIP, “ISIN” or other similar number(s), as the case may
be, of the Securities being redeemed.



At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at the Company’s expense, provided that the Company makes such request at least seven
Business Days (or such shorter period as may be satisfactory to the Trustee) prior to the date by
which such notice of redemption must be given to Holders in accordance with this Section 3.03.



Section 3.04. Effect of Notice of Redemption. Once notice of redemption is given, Securities
called for redemption become due and payable on the Redemption Date and at the Redemption Price
stated in the notice except for Securities that are converted in accordance with the terms of this
Indenture. Failure to give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder. Upon surrender to the Paying Agent, such Securities
shall be paid at the Redemption Price stated in the notice and from and after the Redemption Date
(unless the Company shall default in the payment of the Redemption Price) such Securities shall
cease to bear Interest, Contingent Interest, if any, and Additional Amounts, if any, and the rights
of the Holders therein shall terminate (other than the right to receive the Redemption Price).



Section 3.05. Deposit of Redemption Price. Prior to 10:00 a.m. (New York City time) on the
Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary
or an Affiliate of either of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior thereto have been
delivered by the Company to the Trustee for cancellation or have been converted. The Paying Agent
shall as promptly as practicable return to the Company any money not required for that purpose
because of conversion of Securities pursuant to Article 10. If such money is then held by the
Company or a Subsidiary or an Affiliate of either in trust and is not required for such purpose it
shall be discharged from such trust.



Section 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in
part, the Company shall execute and the Trustee shall, without charge, authenticate and deliver to
the Holder a new Security in an authorized denomination equal in principal amount to the unredeemed
portion of the Security surrendered.



Section 3.07. Repurchase of Securities by the Company at Option of the Holder.



(a) On each of July 15, 2014, July 15, 2017 and July 15, 2022 (each, a “Repurchase Date”),
each Holder shall have the option to require the Company to repurchase Securities for which that
Holder has properly delivered and not withdrawn a written Repurchase Notice (as described below) at
a repurchase price in cash equal to 100% of the principal amount of those Securities, plus accrued
and unpaid Interest, accrued and unpaid Contingent Interest, if any, and accrued and unpaid
Additional Amounts, if any, on those Securities, to, but not including, such Repurchase Date (the
“Repurchase Price”); provided that if the Repurchase Date is on a date that is after an Interest
Record Date and on or prior to the corresponding Interest Payment Date, the Repurchase Price shall
be 100% of the principal amount of the Securities repurchased but shall not include accrued and
unpaid Interest, accrued and unpaid Contingent Interest, if any, and Additional Amounts, if any.
Instead, the Company shall pay such accrued and unpaid Interest, Contingent Interest, if any, and
Additional Amounts, if any, on the Interest Payment Date, to the Holder of Record on the
corresponding Interest Record Date. Not later than 20 Business Days prior to any Repurchase Date,
the Company shall mail a Company Notice (substantially in the form of Exhibit E) by first class
mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law).
The Company Notice shall include a form of Repurchase Notice to be completed by a Holder and shall
state:




(i) the Repurchase Price, the Repurchase Date and the Conversion Rate;




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




(iii) that Securities as to which a Repurchase Notice has been given may be converted
if they are otherwise convertible only in accordance with Article 10 hereof and the terms
of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with
the terms of this Indenture;




(iv) that Securities must be surrendered to the Paying Agent (by effecting book-entry
transfer of the Securities or delivering Certificated Securities, together with necessary
endorsements, as the case may be) to collect payment;




(v) that the Repurchase Price for any security as to which a Repurchase Notice has
been given and not withdrawn shall be paid promptly following the later of the Business Day
immediately following the Repurchase Date and the time of surrender of such Security as
described in clause (iv) above;




(vi) the procedures the Holder must follow to exercise its right to require the
Company to repurchase such Holder’s Securities under this Section 3.07 and a brief
description of that right;




(vii) briefly, the conversion rights, if any, that exist at the date of the Company
Notice or as a result of the Company Notice with respect to the Securities;




(viii) the procedures for withdrawing a Repurchase Notice;




(ix) that, unless the Company defaults in making payment on Securities for which a
Repurchase Notice has been submitted, Interest, Contingent Interest, if any, or Additional
Amounts, if any, on such Securities shall cease to accrue from and after the Repurchase
Date; and




(x) the CUSIP, “ISIN” or other similar number(s), as the case may be, of the
Securities.



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



(b) A Holder may exercise its rights specified in Section 3.07(a) upon delivery to the Paying
Agent of a written notice of repurchase (a “Repurchase Notice”) during the period beginning at any
time from the opening of business on the date that is 20 Business Days prior to the relevant
Repurchase Date until the close of business on such Repurchase Date, stating:




(i) if Certificated Securities have been issued, the certificate number(s) of the
Securities which the Holder shall deliver to be repurchased or, if Certificated Securities
have not been issued for such Security, the Repurchase Notice shall comply with the
appropriate Depositary procedures for book-entry transfer,




(ii) the portion of the principal amount of the Security which the Holder shall
deliver to be repurchased, which portion must be in principal amounts of $1,000 or an
integral multiple of $1,000, and




(iii) that such Security shall be repurchased by the Company as of the Repurchase Date
pursuant to the terms and conditions specified in Section 6 of the Securities and in this
Indenture.



The delivery of such Security (together with all necessary endorsements) to the Paying Agent
at any time after delivery of the Repurchase Notice at the offices of the Paying Agent shall be a
condition to receipt by the Holder of the Repurchase Price therefor; provided, however, that such
Repurchase Price shall be so paid pursuant to this Section 3.07 only if the Security (together with
all necessary endorsements) so delivered to the Paying Agent shall conform in all respects to the
description thereof in the related Repurchase Notice.



The Company shall repurchase from the Holder thereof, pursuant to this Section 3.07, a portion
of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the
repurchase of such portion of such Security.



Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.07
shall be consummated by the delivery of the consideration to be received by the Holder promptly
following the later of the Business Day immediately following the Repurchase Date and the time of
delivery of the Security (together with all necessary endorsements or notifications of book-entry
transfer).



Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the
Repurchase Notice contemplated by this Section 3.07 shall have the right to withdraw such
Repurchase Notice by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.09 at any time prior to the close of business on the Repurchase Date.



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



Section 3.08. Repurchase of Securities at Option of the Holder Upon a Fundamental Change.



(a) If a Fundamental Change occurs, each Holder shall have the right, at such Holder’s option,
to require the Company to repurchase for cash all of such Holder’s Securities not previously called
for redemption by the Company, or any portion thereof that is equal to or an integral multiple of
$1,000 principal amount, at a repurchase price equal to 100% of the principal amount of those
Securities, plus accrued and unpaid Interest, accrued and unpaid Contingent Interest, if any, and
accrued and unpaid Additional Amounts, if any, on those Securities (the “Fundamental Change
Repurchase Price”) to, but not including, the date that is specified in the notice of a Fundamental
Change pursuant to Section 3.08(b) (which shall be no less than 15 and no more than 40 days
following the date of such notice) (the “Fundamental Change Repurchase Date”), subject to
satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c);
provided that if the Fundamental Change Repurchase Date is on a date that is after an Interest
Record Date and on or prior to the corresponding Interest Payment Date, the Fundamental Change
Repurchase Price shall be 100% of the principal amount of the Securities repurchased but shall not
include accrued and unpaid Interest, accrued and unpaid Contingent Interest, if any, and Additional
Amounts, if any. Instead, the Company shall pay such Interest, Contingent Interest, if any, and
Additional Amounts, if any, on the Interest Payment Date to the Holder of Record on the
corresponding Interest Record Date.



(b) No later than 15 days after the occurrence of a Fundamental Change (which, for avoidance
of doubt, may be a date prior to such occurrence), the Company shall mail a Company Notice of the
Fundamental Change (substantially in the form of Exhibit F) by first class mail to the Trustee and
to each Holder (and to beneficial owners if required by applicable law). The Company Notice shall
include a form of Fundamental Change Repurchase Notice to be completed by the Holder and shall
state:




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




(ii) the date by which the Fundamental Change Repurchase Notice pursuant to this
Section 3.08 must be delivered to the Paying Agent in order for a Holder to exercise the
repurchase rights;




(iii) the Fundamental Change Repurchase Date;




(iv) the Fundamental Change Repurchase Price;




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




(vi) the Conversion Rate;




(vii) that the Securities as to which a Fundamental Change Repurchase Notice has been
given may be converted if they are otherwise convertible pursuant to Article 10 hereof only
if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms
of this Indenture;




(viii) that the Securities must be surrendered to the Paying Agent (by effecting
book-entry transfer of the Securities or delivering Certificated Securities, together with
necessary endorsements, as the case may be) to collect payment;




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




(x) briefly, the procedures the Holder must follow to exercise rights under this
Section 3.08;




(xi) briefly, the conversion rights, if any, that exist on the Securities at the date
of the Company Notice and as a result of such Fundamental Change;




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




(xiii) that, unless the Company defaults in making payment of such Fundamental Change
Repurchase Price on Securities for which a Fundamental Change Repurchase Notice is
submitted, Interest, Contingent Interest and Additional Amounts, if any, on such Securities
shall cease to accrue from and after the Fundamental Change Repurchase Date; and




(xiv) the CUSIP, “ISIN” or other similar number(s), as the case may be, of the
Securities.



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



(c) A Holder may exercise its rights specified in this Section 3.08 upon delivery of a written
notice of repurchase (a “Fundamental Change Repurchase Notice”) to the Paying Agent at any time on
or prior to the close of business on the Fundamental Change Repurchase Date, stating:




(i) if Certificated Securities have been issued, the certificate number(s) of the
Securities which the Holder shall deliver to be repurchased or, if Certificated Securities
have not been issued, the Fundamental Change Repurchase Notice shall comply with the
appropriate Depositary procedures for book-entry transfer;




(ii) the portion of the principal amount of the Security which the Holder shall
deliver to be repurchased, which portion must be $1,000 or an integral multiple of $1,000;
and




(iii) that such Security shall be repurchased pursuant to the terms and conditions
specified in Section 6 of the Securities and in this Indenture.



The delivery of such Security (together with all necessary endorsements) to the Paying Agent
with the Fundamental Change Repurchase Notice at the offices of the Paying Agent shall be a
condition to the receipt by the Holder of the Fundamental Change Repurchase Price therefor;
provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this
Section 3.08 only if the Security (together with all necessary endorsements) so delivered to the
Paying Agent shall conform in all respects to the description thereof set forth in the related
Fundamental Change Repurchase Notice.



The Company shall repurchase from the Holder thereof, pursuant to this Section 3.08, a portion
of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the
repurchase of such portion of such Security.



Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.08
shall be consummated by the delivery of the Fundamental Change Repurchase Price promptly following
the later of the Business Day following the Fundamental Change Repurchase Date or the time of
delivery of such Security (together with all necessary endorsements or notifications of book-entry
transfer).



Notwithstanding the foregoing, Holders shall not have the right to require us to repurchase
the Securities upon a Change of Control described in clause (3) of the definition thereof if 90% or
more of the consideration in the transaction or transactions constituting such Change of Control
consists of shares of common stock traded or to be traded immediately following such Change of
Control on a U.S. national securities exchange, and, as a result of such transaction or
transactions, the Securities become convertible into such common stock (and any rights attached
thereto).



Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the
Fundamental Change Repurchase Notice contemplated by this Section 3.08(c) shall have the right to
withdraw such Fundamental Change Repurchase Notice by delivery of a written notice of withdrawal to
the Paying Agent in accordance with Section 3.09 at any time prior to the close of business on the
Fundamental Change Repurchase Date.



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



Section 3.09. Effect of Repurchase Notice or Fundamental Change Repurchase Notice.



(a) Upon receipt by the Paying Agent of the Repurchase Notice or Fundamental Change Repurchase
Notice specified in Section 3.07 or Section 3.08, as applicable, the Holder of the Security in
respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may
be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the
case may be, is withdrawn as specified in Section 3.09(b)) thereafter be entitled solely to receive
the Repurchase Price or Fundamental Change Repurchase Price, as the case may be, with respect to
such Security whether or not the Security is, in fact, properly delivered. Such Repurchase Price or
Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of funds
and/or securities by the Paying Agent, promptly following the later of (x) the Business Day
following the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with
respect to such Security (provided the conditions in Section 3.07 or Section 3.08, as applicable,
have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the
Holder thereof in the manner required by Section 3.07 or Section 3.08, as applicable. Securities in
respect of which a Repurchase Notice or Fundamental Change Repurchase Notice has been given by the
Holder thereof may not be converted pursuant to and to the extent permitted by Article 10 hereof on
or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice
unless such Repurchase Notice or Fundamental Change Repurchase Notice has first been validly
withdrawn as specified in Section 3.09(b). If the Paying Agent holds money sufficient to pay the
Repurchase Price or Fundamental Change Repurchase Price, as the case may be, of the Securities
which Holders have elected to require the Company to repurchase on the Business Day following the
Repurchase Date or Fundamental Change Repurchase Date, as the case may be, in accordance with the
terms of this Indenture, then, immediately after the Repurchase Date or Fundamental Change
Repurchase Date, as the case may be, such Securities will cease to be outstanding and Interest,
Contingent Interest, if any, and Additional Amounts, if any, on the Securities will cease to
accrue, whether or not the Securities are transferred by book-entry or delivered to the Paying
Agent. Thereafter, all other rights of the Holders shall terminate, other than the right to
receive the Repurchase Price or Fundamental Change Repurchase Price, as the case may be, upon
book-entry transfer of the Securities or delivery of the Securities.



(b) A Repurchase Notice or Fundamental Change Repurchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in accordance with the
Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time (i) in
the case of the Repurchase Notice, if received by the Paying Agent prior to the close of business
on the Repurchase Date or (ii) in the case of the Fundamental Change Repurchase Notice, if received
by the Paying Agent prior to the close of business on the Fundamental Change Repurchase Date, as
the case may be, specifying:




(1) the principal amount, if any, of such Security which remains
subject to the original Repurchase Notice or Fundamental Change Repurchase
Notice, as the case may be, and which has been or shall be delivered for
purchase by the Company,




(2) if Certificated Securities have been issued, the certificate
number, if any, of the Security in respect of which such notice of
withdrawal is being submitted (or, if Certificated Securities have not
been issued, that such withdrawal notice shall comply with the appropriate
Depositary procedures), and




(3) the principal amount of the Security with respect to which such
notice of withdrawal is being submitted.



Section 3.10. Deposit of Repurchase Price or Fundamental Change Repurchase Price. Prior to
10:00 a.m. (local time in The City of New York) on the Business Day following the Repurchase Date
or the Fundamental Change Repurchase Date, as the case may be, the Company shall deposit with the
Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the
Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of cash in
immediately available funds sufficient to pay the aggregate Repurchase Price or Fundamental Change
Repurchase Price, as the case may be, of all the Securities or portions thereof which are to be
purchased as of the Repurchase Date or Fundamental Change Repurchase Date, as the case may be.



Section 3.11. Securities Purchased in Part. Any Certificated Security which is to be
purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge, a new Security or
Securities, of any authorized denomination as requested by such Holder in aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the Security so
surrendered which is not purchased.



Section 3.12. Covenant to Comply with Securities Laws upon Purchase of Securities. When
complying with the provisions of Section 3.07 or Section 3.08 hereof (provided that such offer or
purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used
herein, includes any successor provision thereto) under the Exchange Act at the time of such offer
or purchase), and subject to any exemptions available under applicable law, the Company shall (i)
comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) and any other applicable tender
offer rules under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule,
form or report) under the Exchange Act, and (iii) otherwise comply with all Federal and state
securities laws so as to permit the rights and obligations under Sections Section 3.07 and Section
3.08 to be exercised in the time and in the manner specified in Sections Section 3.07 and Section
3.08.



Section 3.13. Repayment to the Company. The Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed as provided in Section 18 of the Securities, together with
interest, if any, thereon (subject to the provisions of Section 7.01(f)), held by them for the
payment of the Repurchase Price or Fundamental Change Repurchase Price, as the case may be.



ARTICLE IV




Covenants




Section 4.01. Payment of Securities. The Company shall make all payments in respect of the
Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture.
Any amounts of cash in immediately available funds or shares of Common Stock to be given to the
Trustee or Paying Agent shall be deposited with the Trustee or Paying Agent by 10:00 a.m., New York
City time, on the applicable date due by the Company. The principal amount of, and Interest,
Contingent Interest, if any, and Additional Amounts, if any, on the Securities, and the Redemption
Price, Repurchase Price and the Fundamental Change Repurchase Price shall be considered paid on the
applicable date due if on such date (which, in the case of a Repurchase Price or a Fundamental
Change Repurchase Price, shall be on the Business Day immediately following the applicable
Repurchase Date or Fundamental Change Repurchase Date, as the case may be) the Trustee or the
Paying Agent holds, in accordance with this Indenture, cash or securities, if permitted hereunder,
sufficient to pay all such amounts then due.



Section 4.02. SEC and Other Reports. The Company shall deliver to the Trustee, within 15 days
after it is required to file such annual and quarterly reports, information, documents and other
reports with the SEC, copies of such annual report and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act; provided that any such documents filed with the SEC via the EDGAR system will be
deemed provided to the Trustee as of the time such documents are filed via EDGAR. The Company shall
also comply with the other provisions of TIA Section 314(a). Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely conclusively on Officer’s Certificates).



Section 4.03. Compliance Certificate. The Company shall deliver to the Trustee within 120
days after the end of each fiscal year of the Company (beginning with the fiscal year ending
December 31, 2007) an Officer’s Certificate, stating whether or not to the knowledge of the signer
thereof, the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which such Officer may have knowledge and otherwise comply
with Section 314(a)(4) of the TIA.



The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee,
promptly and in any event within 30 days of any executive officer of the Company becoming aware of
any Default or Event of Default in respect of the performance or observance of any covenant or
agreement contained in this Indenture or the Securities, an Officer’s Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to take with respect
thereto.



Section 4.04. Further Instruments and Acts. The Company shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purposes of this Indenture.



Section 4.05. Maintenance of Office or Agency. The Company shall maintain in the United
States an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent where
Securities may be presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where notices and
demands to or upon the Company in respect of the Securities and this Indenture may be served. The
Company hereby initially designates the Corporate Trust Office of the Trustee as such office or
agency for all of the aforesaid purposes. The Company shall give prompt written notice to the
Trustee of the location, and of any change in the location, of any such office or agency (other
than a change in the location of the office of the Trustee). If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.



The Company may also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency in the United
States for such purposes.



Section 4.06. Delivery of Certain Information. At any time when the Company is not subject to
Section 13 or 15(d) of the Exchange Act, upon the request of a Holder or any beneficial owner of
Securities or Holder or beneficial owner of shares of Common Stock issued upon conversion thereof,
the Company shall promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder or any beneficial owner of Securities or Holder or beneficial owner of shares
of Common Stock, or to a securities analyst or to a prospective purchaser of any such security
designated by any such Holder, as the case may be, to the extent required to permit compliance by
such Holder or beneficial owner with Rule 144A under the Securities Act in connection with the
resale of any such security. “Rule 144A Information” shall be such information as is specified
pursuant to Rule 144A(d)(4) under the Securities Act. Whether a person is a beneficial owner shall
be determined by the Company to the Company’s reasonable satisfaction.



Section 4.07. Additional Amounts Notice. In the event that the Company is required to pay
Additional Amounts to Holders of Securities pursuant to the Registration Rights Agreement or
Section 6.03 hereof, the Company shall provide written notice (“Additional Amounts Notice”) to the
Trustee of its obligation to pay Additional Amounts prior to the required payment date for the
Additional Amounts, and the Additional Amounts Notice shall set forth the amount of Additional
Amounts to be paid by the Company on such payment date. The Trustee shall not at any time be under
any duty to any Holder of Securities to determine the Additional Amounts, or with respect to the
nature, extent or calculation of the amount of Additional Amounts when made, or with respect to the
method employed in such calculation of the Additional Amounts.



ARTICLE V




Successor Person




Section 5.01. When Company May Merge or Transfer Assets. The Company shall not consolidate
with or merge with or into any other Person or convey, transfer, sell, lease or otherwise dispose
of all or substantially all of its properties and assets to any Person, unless:



(a) the resulting, surviving or transferee person (the “successor Person”) and, if any
resulting Conversion Obligation relates to Public Acquirer Common Stock that is not issued by such
successor Person in a transaction for which the Company has made the election set forth in Section
10.01(d), such public acquirer, will be a corporation organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia, or Bahamas, Bermuda,
British Virgin Islands, Cayman Islands, Channel Islands, Gibraltar, Isle of Man, Labuan,
Liechtenstein, Luxembourg, Netherlands Antilles or U.S. Virgin Islands, and the successor Person
(if not the Company) and the public acquirer, as applicable, will expressly assume, by indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, fully and unconditionally all of the obligations of the Company under the Securities and
this Indenture;



(b) immediately after giving effect to such transaction, no Default shall have occurred and be
continuing; and



(c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such transaction and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, comply with this Article 5 and that
all conditions precedent herein provided relating to such transaction have been satisfied.



For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the
properties and assets of one or more Subsidiaries (other than to the Company or another
Subsidiary), which, if such assets and the assets of each other Subsidiary of the Company were
owned by the Company, would constitute all or substantially all of the properties and assets of the
Company, shall be deemed to be the transfer of all or substantially all of the properties and
assets of the Company.



If, following a transaction to which this Section 5.01 is applicable, the successor Person is
organized other than under the laws of the United States of America, any State thereof or the
District of Columbia, all payments made by the successor Person under, or with respect to, the
Securities will be made free and clear of, and without withholding or deduction for or on account
of, any present or future tax, duty, levy, impost, assessment or other governmental charge
(including penalties, interest and other liabilities related thereto (collectively referred to for
purposes of this Section 5.01 as “Taxes”)), imposed or levied by or on behalf of the jurisdiction
of organization of the successor Person or any political subdivision thereof or taxing authority
therein, unless the successor Person is required to withhold or deduct such Taxes by law or by the
official interpretation or administration thereof. If the successor Person is so required to
withhold or deduct any amount for, or on account of, such Taxes from any payment made under or with
respect to the Securities, the successor Person will pay such additional amounts as may be
necessary so that the net amount received by each Holder after such withholding or deduction will
not be less than the amount such Holder would have received if such Taxes had not been required to
be withheld or deducted. The foregoing provisions will survive any termination or discharge of
this Indenture.



The successor Person formed by such consolidation or into which the Company is merged or the
successor Person to which such conveyance, transfer, sale, lease or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease of all or substantially all of the properties and assets
of the Company and with respect to obligations the Company may have under a supplemental indenture,
the Company shall be discharged from all obligations and covenants under this Indenture and the
Securities. Subject to Section 9.06, the Company, the Trustee and the successor Person shall enter
into a supplemental indenture to evidence the succession and substitution of such successor Person
and such discharge and release of the Company; provided, however, that in the case of a lease of
all or substantially all of the properties and assets of the Company, the Company shall not be
released from the obligations to pay the principal amount of, and Interest, Contingent Interest or
Additional Amounts, if any, on the Securities.



ARTICLE VI




Defaults and Remedies




Section 6.01. Events of Default. So long as any Securities are outstanding, each of the
following shall be an “Event of Default”:



(a) following the exercise by the Holder of the right to convert a Security in accordance with
Article 10 hereof, the Company fails to comply with its obligations to deliver the applicable
Conversion Settlement Distribution on the applicable Conversion Settlement Date and such failure
continues for a period of five Business Days or more;



(b) the Company defaults in its obligation to provide timely notice of a Fundamental Change to
the Trustee and each Holder as required under Section 3.08(b);



(c) the Company defaults in its obligation to repurchase any Security, or any portion thereof,
tendered for repurchase pursuant to and in accordance with Section 3.07 or 3.08;



(d) the Company defaults in the payment of the principal amount of any Security when due at
maturity, redemption, upon repurchase or otherwise (including, without limitation, upon the
exercise by a Holder of its right to require the Company to repurchase such Securities pursuant to
and in accordance with Section 3.07 or Section 3.08 hereof);



(e) the Company defaults in the payment of any Interest, Contingent Interest or Additional
Amounts when due and payable, and continuance of such default for a period of 30 days;



(f) the Company fails to perform or observe any covenant or agreement in the Securities or
this Indenture (other than those referred to in clause (a) through clause (e) above) and such
failure continues for 90 days after receipt by the Company of a Notice of Default (as defined
below);



(g) a failure to pay when due at maturity (which failure continues after any applicable grace
or notice period), or a default, event of default or other similar condition or event (however
described) that results in the acceleration of maturity of, any indebtedness for borrowed money of
the Company or any Subsidiary (other than indebtedness that is non-recourse to the Company or any
Subsidiary) in an aggregate principal amount of $20 million or more, unless the acceleration is
rescinded, stayed or annulled within 30 days after receipt by the Company of a Notice of Default;
provided that, for so long as Electric Trading Limited is a Subsidiary of the Company and the
Company holds directly or indirectly not more than 50% of the equity interests in Electric Trading
Limited (or any subsidiary of Electric Trading Limited), no default under or acceleration of
indebtedness incurred by Electric Trading Limited and its subsidiaries under the Senior Sterling
Term and Revolving Facilities Agreement between Electric Trading Limited, Lloyds TSB Bank plc and
the other parties thereto, dated August 27, 2004, the Supplemental Agreement between Electricland
Limited and Lloyds TSB Bank plc, dated September 19, 2006, or the Mezzanine Facility Agreement
between Electric Trading Limited, Lloyds TSB Bank plc and the other parties thereto, dated August
27, 2004, shall give rise to an Event of Default pursuant to this Section 6.01(g);



(h) one or more judgments for the payment of money in an aggregate amount in excess of $20
million (to the extent not covered by independent third-party insurance as to which the insurer
does not dispute coverage) shall be rendered against the Company or any of its Subsidiaries and the
same shall remain undischarged for a period of 30 consecutive days during which execution shall not
be effectively stayed;



(i) the entry by a court having jurisdiction in the premise of (i) a decree or order for
relief in respect of the Company or any of Significant Subsidiary, in an involuntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law (any
“Bankruptcy Law”) or (ii) a decree or order adjudging the Company or any Significant Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any Significant
Subsidiary, under any applicable Bankruptcy Law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any Significant
Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any such other decree or
order described in clause (i) or (ii) above is unstayed and in effect for a period of 60
consecutive days; and



(j) (i) the commencement by the Company or any Significant Subsidiary of a voluntary case or
proceeding under any applicable Bankruptcy Law or of any other case or proceeding to be adjudicated
a bankrupt or insolvent, (ii) the consent by the Company or any Significant Subsidiary to the entry
of a decree or order for relief in respect of the Company or any Significant Subsidiary in an
involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any
bankruptcy or insolvency case or proceeding against the Company or any Significant Subsidiary,
(iii) the filing by the Company or any Significant Subsidiary of a petition or answer or consent
seeking reorganization or relief under any applicable Bankruptcy Law, (iv) the consent by the
Company or any Significant Subsidiary to the filing of such petition or to the appointment of or
the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or any Significant Subsidiary of any substantial part of its
property or (v) the making by the Company or any Significant Subsidiary of a general assignment for
the benefit of creditors, or the admission by the Company or any Significant Subsidiary, in writing
of its inability to pay its debts generally as they become due.



The foregoing shall constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.



For the avoidance of doubt, clauses (f) and (g) above shall not constitute an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in aggregate principal
amount of the Securities at the time outstanding notify the Company and the Trustee, of such
default and the Company does not cure such default (and such default is not waived) within the time
specified in clauses (f) and (g) above after actual receipt of such notice. Any such notice must
specify the default, demand that it be remedied and state that such notice is a “Notice of
Default.”



Section 6.02. Acceleration. If an Event of Default (other than an Event of Default specified
in Section 6.01(i) or Section 6.01(j)) occurs and is continuing (the Event of Default not having
been cured or waived), the Trustee by notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time outstanding by notice to the Company and
the Trustee, may declare the principal amount of the Securities and any accrued and unpaid
Interest, any accrued and unpaid Contingent Interest, if any, and accrued and unpaid Additional
Amounts, if any, on all the Securities to be immediately due and payable. Upon such a declaration,
such accelerated amount shall be due and payable immediately. If an Event of Default specified in
Section 6.01(i) or Section 6.01(j) occurs and is continuing, the principal amount of the Securities
and any accrued and unpaid Interest, any accrued and unpaid Contingent Interest, if any, and
accrued and unpaid Additional Amounts, if any, on all the Securities shall become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate principal amount of the Securities at the
time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may
rescind an acceleration and its consequences, and thereby waive the Events of Default giving rise
to such acceleration, if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the principal amount of
the Securities and any accrued and unpaid Interest, any accrued and unpaid Contingent Interest, if
any, and accrued and unpaid Additional Amounts, if any, that have become due solely as a result of
acceleration. No such rescission shall affect any subsequent Event of Default or impair any right
consequent thereto.



Section 6.03. Reporting Defaults. (a) Notwithstanding anything to the contrary in this Article
6 (but subject to Section 6.03(b)), the Company may elect, at its option (which option shall be
exercised by notice to the Trustee and to the Holders prior to the occurrence of the applicable
Event of Default given (i) by issuing a press release or providing such information on the
Company’s Website and (ii) in respect of Global Securities, through the Depositary in accordance
with the procedures thereof), that the sole remedy for an Event of Default arising under Section
4.02 (including any failure to comply with TIA Section 314(a)(1)) be, for a period of 365 days
immediately following the occurrence of such Event of Default, the right to receive Additional
Amounts on the Securities at an annual rate equal to 0.50% of the principal amount of the
Securities. Such Additional Amounts shall be in addition to any Additional Amounts that may accrue
pursuant to the Registration Rights Agreement, and shall be payable in the same manner as such
Additional Amounts accruing pursuant to the Registration Rights Agreement. Additional Amounts
accruing pursuant to this Section 6.03 shall accrue on all outstanding Securities from and
including the date on which the applicable Event of Default arising under Section 4.02 first occurs
to but excluding the 365th day thereafter (or such earlier date on which such Event of Default
shall have been cured or waived). On such 365th day (or earlier day, if such Event of Default is
cured or waived prior to such 365th day), such Additional Amounts shall cease to accrue and such
Event of Default shall thereafter be subject to the remedies otherwise applicable to Events of
Default as provided in this Indenture (including acceleration pursuant to Section 6.02) if such
Event of Default is continuing.



(b) Section 6.03(a) shall cease to be applicable (other than the requirement to pay any
Additional Amounts theretofor accrued pursuant to such Section) in the event and as of the date
that the facts giving rise to the Event of Default under Section 4.02 shall also give rise to a
default under, and result in the acceleration of, other indebtedness for borrowed money of the
Company or its Subsidiaries (other than indebtedness that is non-recourse to the Company or any of
its Subsidiaries), in which case the Event of Default under Section 4.02 shall then be subject to
the remedies otherwise applicable to Events of Default as provided in this Indenture (including
acceleration pursuant to Section 6.02).



Section 6.04. Other Remedies. If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of the principal amount of the Securities
and any accrued and unpaid Interest, any accrued and unpaid Contingent Interest, if any, and
accrued and unpaid Additional Amounts, if any, on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.



The Trustee may maintain a proceeding even if the Trustee does not possess any of the
Securities or does not produce any of the Securities in the proceeding. A delay or omission by the
Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of
Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.



Section 6.05. Waiver of Past Defaults. Subject to Sections 6.08 and 9.02 hereof, the Holders
of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to
the Trustee (and without notice to any other Securityholder), may waive any existing or past
Default and its consequences except (1) an Event of Default described in clauses (a), (c), (d), and
(e) of Section 6.01 or (2) an Event of Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Securityholder affected. When a Default is waived, it
is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any
consequent right. This Section 6.05 shall be in lieu of Section 316(a)1(B) of the TIA and such
Section 316(a)1(B) is hereby expressly excluded from this Indenture, as permitted by the TIA.



Section 6.06. Control by Majority. The Holders of a majority in aggregate principal amount of
the Securities at the time outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or
this Indenture or that the Trustee determines is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability; provided that the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent with such direction or
this Agreement. Prior to taking any action under this Indenture, the Trustee may require indemnity
satisfactory to it in its sole discretion against all losses and expenses caused by taking or not
taking such action. This Section 6.06 shall be in lieu of Section 316(a)1(A) of the TIA and such
Section 316(a)1(A) is hereby expressly excluded from this Indenture, as permitted by the TIA.



Section 6.07. Limitation on Suits. A Securityholder may not pursue any remedy with respect to
this Indenture or the Securities, except in case of a Default described under clause (a) of Section
6.01 or a Default due to the non-payment of the principal amount of the Securities, any accrued and
unpaid Interest, any accrued and unpaid Contingent Interest, if any, or any accrued and unpaid
Additional Amounts, if any, unless:




(1) the Holder gives to the Trustee written notice stating that a
Default is continuing;




(2) the Holders of at least 25% in aggregate principal amount of the
Securities at the time outstanding make a written request to the Trustee
to pursue the remedy;




(3) the Trustee does not comply with the request within 60 days after
receipt of such notice and offer of security or indemnity reasonably
satisfactory to it; and




(4) the Holders of a majority in aggregate principal amount of the
Securities at the time outstanding do not give the Trustee a direction
inconsistent with the request during such 60-day period.



A Securityholder may not use this Indenture to prejudice the rights of any other
Securityholder or to obtain a preference or priority over any other Securityholder (it being
understood that the Trustee does not have an affirmative duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such Securityholders).



Section 6.08. Rights of Holders to Receive Payment and Convert. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of the principal amount of
the Securities and any accrued and unpaid Interest, any accrued and unpaid Contingent Interest, if
any, and accrued and unpaid Additional Amounts, if any, in respect of the Securities held by such
Holder, on or after the respective due dates expressed in the Securities or any Redemption Date,
Repurchase Date or Fundamental Change Repurchase Date, and to convert the Securities in accordance
with Article 10, or to bring suit for the enforcement of any such payment or the right to convert
on or after such respective dates, shall not be impaired or affected adversely without the consent
of such Holder.



Section 6.09. Collection Suit by Trustee. If an Event of Default described in Section 6.01
clauses (a) through (e) (other than (b)) occurs and is continuing, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company for the whole amount owing
with respect to the Securities and the amounts provided for in Section 7.07.



Section 6.10. Trustee May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Securities or the
property of the Company or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal amount of the Securities and any accrued and unpaid Interest, accrued and
unpaid Contingent Interest, if any, and accrued and unpaid Additional Amounts, if any, in respect
of the Securities shall then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand on the Company for the payment
of any such amount) shall be entitled and empowered, by intervention in such proceeding or
otherwise:



(a) to file and prove a claim for the whole principal amount of the Securities and any accrued
and unpaid Interest, any accrued and unpaid Contingent Interest, if any, and accrued and unpaid
Additional Amounts, if any, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel or any
other amounts due the Trustee under Section 7.07) and of the Holders allowed in such judicial
proceeding, and



(b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07.



Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.



The Company agrees not to object to the Trustee participating as a member of any official
committee of creditors of the Company as it deems necessary or advisable.



Section 6.11. Priorities. Any money collected by the Trustee pursuant to this Article 6, and,
after an Event of Default, any money or other property distributable in respect of the Company’s
obligations under this Indenture, shall be paid out in the following order:




FIRST: to the Trustee (including any predecessor Trustee) for amounts due under
Section 7.07;




SECOND: to Securityholders for amounts due and unpaid on the Securities for the
principal amount of the Securities and any accrued and unpaid Interest, any accrued and
unpaid Contingent Interest, if any, and accrued and unpaid Additional Amounts, if any, as
the case may be, ratably, without preference or priority of any kind, according to such
amounts due and payable on the Securities; and




THIRD: the balance, if any, to the Company.



The Trustee may fix a record date and payment date for any payment to Securityholders pursuant
to this Section 6.11. At least 15 days before such record date, the Trustee shall mail to each
Securityholder and the Company a notice that states the record date, the payment date and the
amount to be paid.



Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant (other than the
Trustee) in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in aggregate
principal amount of the Securities at the time outstanding. This Section 6.12 shall be in lieu of
Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this Indenture,
as permitted by the TIA.



Section 6.13. Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent
that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive
the Company from paying all or any portion of the principal amount of the Securities and any
accrued and unpaid Interest, any accrued and unpaid Contingent Interest, if any, and accrued and
unpaid Additional Amounts, if any, on Securities, as contemplated herein, or which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law had been enacted.



ARTICLE VII




Trustee




Section 7.01. Duties of Trustee.



(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



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




	 	(1)	 	the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied duties
shall be read into this Indenture against the Trustee; and






	 	(2)	 	in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture, but in the case
of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine such certificates and opinions to determine whether or
not they conform to the requirements of this Indenture, but need not confirm
or investigate the accuracy of mathematical calculations or other facts stated
therein.





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




	 	(1)	 	this Section 7.01(c) does not limit the effect of Sections
7.01(b) and 7.01(g);






	 	(2)	 	the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and






	 	(3)	 	the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.06.





(d) Every provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.01.



(e) The Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or expense.



(f) Money held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee (acting in any capacity hereunder) shall be
under no liability for interest on any money received by it hereunder unless otherwise agreed in
writing with the Company (provided that any interest earned on money held by the Trustee in trust
hereunder shall be the property of the Company).



(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.



Section 7.02. Rights of Trustee. Subject to the provisions of Section 7.01:



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



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



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



(d) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by
it in good faith which it believes to be authorized or within its rights or powers conferred under
this Indenture;



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



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



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



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



(i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a Default is received by the Trustee at the offices of the Trustee
specified in Section 13.02 hereof, and such notice references the Securities and this Indenture;



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



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



(l) the permissive rights of the Trustee to take certain actions under this Indenture shall
not be construed as a duty unless so specified herein.



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



Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar, Conversion Agent or co-registrar may do the same with like rights. However, the Trustee
must comply with Section 7.10 and Section 7.11.



Section 7.04. Trustee’s Disclaimer. The Trustee makes no representation as to, and shall have
no responsibility for, the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company’s use or application by the Company of the Securities or of the
proceeds from the Securities, it shall not be responsible for the correctness of any statement in
the registration statement for the Securities under the Securities Act or in any offering document
for the Securities, the Indenture or the Securities (other than its certificate of authentication),
or the determination as to which beneficial owners are entitled to receive any notices hereunder.



Section 7.05. Notice of Defaults. If a Default or Event of Default occurs and if it is known
to the Trustee, the Trustee shall give to each Securityholder notice of the Default or Event of
Default within 90 days after it occurs, or, if later, within 15 days after it is known to the
Trustee, unless such Default or Event of Default shall have been cured or waived before the giving
of such notice. Notwithstanding the preceding sentence, except in the case of a Default or Event
of Default described in clauses (d) and (e) of Section 6.01, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines that withholding
the notice is in the interest of the Securityholders. The Trustee shall not be deemed to have
knowledge of a Default or Event of Default unless a Responsible Officer of the Trustee has received
written notice of such Default or Event of Default, which notice specifically references this
Indenture and the Securities.



Section 7.06. Reports by Trustee to Holders. Within 60 days after each July 15 beginning with
July 15, 2008, the Trustee shall mail to each Securityholder a brief report dated as of such July
15 that complies with TIA Section 313(a), if required by such Section 313(a). The Trustee also
shall comply with TIA Section 313(b). Any reports required by this Section 7.06 shall be
transmitted by mail to Securityholders pursuant to TIA Section 313(c). A copy of each report at
the time of its mailing to Securityholders shall be filed with the SEC and each securities
exchange, if any, on which the Securities are listed. The Company agrees to notify the Trustee
promptly in writing whenever the Securities become listed on any securities exchange and of any
delisting thereof.



Section 7.07. Compensation and Indemnity. The Company agrees:



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



(b) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the reasonable expenses, advances and disbursements of
its agents and counsel), except any such expense, disbursement or advance as shall have been caused
by its own negligence, willful misconduct or bad faith; and



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



To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the Trustee, except that
held in trust to pay the principal amount of, or the Redemption Price, Repurchase Price,
Fundamental Change Repurchase Price, Interest, Contingent Interest or Additional Amounts, if any,
as the case may be, on particular Securities.



The Company’s payment, reimbursement and indemnity obligations pursuant to this Section 7.07
shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the
Trustee and the termination of this Indenture for any reason. In addition to and without prejudice
to its rights hereunder, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 6.01(i) or Section 6.01(j), the expenses, including the
reasonable charges and expenses of its counsel and the compensation for services payable pursuant
to Section 7.07(a), are intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or similar laws.



For the purposes of this Section 7.07, the “Trustee” shall include any predecessor Trustee;
provided, however, that except as may be otherwise agreed among the parties, the negligence,
willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.



Section 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the
Company; provided, however, no such resignation shall be effective until a successor Trustee has
accepted its appointment pursuant to this Section 7.08. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding may remove the Trustee by so notifying
the Trustee and the Company in writing. The Company shall remove the Trustee if:




	 	(1)	 	the Trustee fails to comply with Section 7.10;






	 	(2)	 	the Trustee is adjudged bankrupt or insolvent;






	 	(3)	 	a receiver or public officer takes charge of the Trustee or
its property; or






	 	(4)	 	the Trustee otherwise becomes incapable of acting.





If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint, by resolution of its Board of Directors, a successor
Trustee.



A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company satisfactory in form and substance to the retiring Trustee and the
Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.07.



If a successor Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate
principal amount of the Securities at the time outstanding may petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor Trustee.



If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



So long as no Default or Event of Default shall have occurred and be continuing, if the
Company shall have delivered to the Trustee (i) a Board Resolution appointing a successor Trustee,
effective as of a date at least 30 days after delivery of such Resolution to the Trustee, and (ii)
an instrument of acceptance of such appointment, effective as of such date, by such successor
Trustee in accordance with this Indenture, the Trustee shall be deemed to have resigned as
contemplated in this Section 7.08, the successor Trustee shall be deemed to have been accepted as
contemplated in this Indenture, all as of such date, and all other provisions of this Indenture
shall be applicable to such resignation, appointment and acceptance.



Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust business or assets to,
another Person, the resulting, surviving or transferee Person without any further act shall be the
successor Trustee, subject to Sections 7.10 and 7.11.



Section 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the
requirements of TIA Sections 310(a)(1) and 310(b). The Trustee (or any parent holding company)
shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. Nothing herein contained shall prevent the Trustee from
filing with the Commission the application referred to in the penultimate paragraph of TIA Section
310(b).



Section 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply
with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A
Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.



ARTICLE VIII




Discharge of Indenture




Section 8.01. Discharge of Liability on Securities. When (i) the Company causes to be
delivered to the Trustee all outstanding Securities (other than Securities replaced or repaid
pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities have become due and
payable, whether at Stated Maturity, or any Repurchase Date or Redemption Date, or upon conversion
or otherwise, and the Company deposits with the Trustee or delivers to the Holders, as applicable,
after the Securities have become due and payable, cash or shares of Common Stock (in respect of
conversions) sufficient to pay all amounts in respect of the outstanding Securities, and if in
either case the Company pays all other sums payable hereunder by the Company, then this Indenture
shall, subject to Section 7.07, cease to be of further effect. The Trustee shall join in the
execution of a document prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officer’s Certificate and Opinion of Counsel
and at the cost and expense of the Company.



Section 8.02. Repayment to the Company. The Trustee and the Paying Agent shall return to the
Company upon written request any money or securities held by them for the payment of any amount
with respect to the Securities that remains unclaimed for two years; provided that the Trustee and
Paying Agent shall have the right to withhold paying such money or securities back to the Company
until they publish (in no event later than five days after the Company requests repayment) in a
newspaper of general circulation in the City of New York, or mail to each registered Holder, a
notice stating that such money or securities shall be paid back to the Company if unclaimed after a
date no less than 30 days from the date of such publication or mailing. After return to the
Company, Holders entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another person and the
Trustee and the Paying Agent shall have no further liability to the Securityholders with respect to
such money or securities for that period commencing after the return thereof.



Section 8.03. Application of Trust Money. The Trustee shall hold in trust all money and other
consideration deposited with it pursuant to Section 8.01 and shall apply such deposited money and
other consideration through the Paying Agent and in accordance with this Indenture to the payment
of amounts due on the Securities. Money and other consideration so held in trust is subject to the
Trustee’s rights under Section 7.07.



ARTICLE IX




Amendments




Section 9.01. Without Consent of Holders. The Company and the Trustee may modify or amend
this Indenture or the Securities without the consent of any Securityholder to:



(a) add guarantees with respect to the Securities or secure the Securities;



(b) provide for the assumption by a successor Person of the Company’s obligations to the
Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or
other disposition pursuant to Article 5 hereof;



(c) surrender any right or power herein conferred upon the Company (including the Company’s
right to elect to pay cash upon conversion in lieu of Common Stock and the Company’s right to make
a Net Share Settlement Election);



(d) add to the covenants or Events of Default of the Company for the benefit of the Holders of
Securities;



(e) cure any ambiguity or to correct or supplement any provision herein which may be
inconsistent with any other provision herein or which is otherwise defective; provided, however,
that any such change or modification does not, in the good faith opinion of the Board of Directors
of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests
of the Holders of Securities;



(f) comply with the requirements of the SEC in order to effect or maintain the qualification
of this Indenture under the TIA;



(g) establish the form of Securities if issued in definitive form (substantially in the form
of Exhibit B);



(h) evidence and provide for the acceptance of the appointment under this Indenture of a
successor Trustee in accordance with the terms of this Indenture;



(i) provide for uncertificated Securities in addition to or in place of Certificated
Securities; provided, however, that uncertificated Securities are issued in registered form for
purposes of Section 163(f) of the Code or in a manner such that uncertificated Securities are
described in Section 163(f)(2)(B) of the Code;



(j) conform, as necessary, this Indenture and the Securities to the “Description of Notes” as
set forth in the Offering Memorandum;



(k) provide for conversion rights of Holders of Securities if any reclassification or change
of the Common Stock or any consolidation, merger, sale, lease or other disposition of all or
substantially all of the Company’s assets occurs; or



(l) change the Conversion Rate in accordance with this Indenture; provided, however, that any
increase in the Conversion Rate other than pursuant to Article 10 shall not adversely affect the
interests of the Holders of Securities (after taking into account U.S. federal income tax and other
consequences of such increase).



Section 9.02. With Consent of Holders. Except as provided below in this Section 9.02 and in
Section 9.01, this Indenture or the Securities may be amended, modified or supplemented, and
noncompliance in any particular instance with any provision of this Indenture or the Securities may
be waived, in each case with the written consent of the Holders of at least a majority of the
principal amount of the Securities at the time outstanding.



Without the written consent or the affirmative vote of each Holder of Securities affected
thereby, an amendment, supplement or waiver under this Section 9.02 may not:



(a) reduce the principal amount of or change the Stated Maturity of any Security, or the
payment date of any installment of Interest, Contingent Interest or Additional Amounts payable on
any Security;



(b) reduce or alter the manner of calculation or rate of accrual of Interest, Contingent
Interest or Additional Amounts, or extend the time for payment of any such amount of any Security;



(c) reduce the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price of,
any Security or change the time at which or circumstances under which the Securities may be
redeemed or repurchased;



(d) impair the right of any Holder to institute suit for the enforcement of any payment on or
with respect to, or conversion of, any Security;



(e) change the currency of payment of such Securities or Interest, Contingent Interest,
Additional Amounts, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price
thereon;



(f) adversely affect the repurchase option of the Holders of the Securities as provided in
Article 3 or the right of the Holders of the Securities to convert any Security as provided in
Article 10 or reduce the number of shares of Common Stock or any other property receivable upon
conversion as provided in Article 10, except as otherwise permitted pursuant to Article 5 or
Article 10 hereof;



(g) modify the redemption provisions of Article 3 in a manner adverse to the Holders of the
Securities;



(h) change the Company’s obligation to maintain an office or agency in the places and for the
purposes specified in this Indenture; or



(i) modify any of the provisions of this Section, or reduce the percentage of the aggregate
principal amount of outstanding Securities required to amend, modify or supplement the Indenture or
the Securities or waive an Event of Default, except to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of each outstanding
Security affected thereby.



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



After an amendment under this Section 9.02 becomes effective, the Company shall mail to each
Holder a notice briefly describing the amendment.



Section 9.03. Compliance With Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall comply with the TIA as then in effect.



Section 9.04. Revocation and Effect of Consents, Waivers and Actions. Until an amendment,
waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security
hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or
portion of the Security that evidences the same obligation as the consenting Holder’s Security,
even if notation of the consent, waiver or action is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder’s Security
or portion of the Security if the Trustee receives the notice of revocation before the date the
amendment, waiver or action becomes effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.



Section 9.05. Notice of Amendments, Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article 9 may, and shall if required by the Company, bear a notation in form approved by the
Company as to any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding Securities.



Section 9.06. Trustee to Sign Supplemental Indentures. The Trustee shall sign any
supplemental indenture authorized pursuant to this Article 9 if the amendment contained therein
does not affect the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such supplemental
indenture the Trustee shall receive, and (subject to the provisions of Section 7.01) shall be fully
protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel stating
that such amendment is authorized or permitted by this Indenture.



Section 9.07. Effect of Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.



ARTICLE X




Conversions




Section 10.01. Conversion Privilege. (a) Subject to and upon compliance with the provisions
of this Article 10, a Holder of a Security shall have the right, at such Holder’s option, to
convert all or any portion (if the portion to be converted is $1,000 principal amount or an
integral multiple thereof) of such Security prior to the close of business on the Business Day
immediately preceding Stated Maturity into shares of Common Stock (or cash or a combination of cash
and shares of Common Stock, as provided in Section 10.02) at the Conversion Rate (the “Conversion
Obligation”) in effect on the date of conversion only as follows:




(1) prior to January 15, 2027 and during any fiscal quarter of the
Company (a “Fiscal Quarter”) commencing after September 30, 2007 (and only
during such Fiscal Quarter), if the Closing Price of the Common Stock for
at least 20 Trading Days during the period of 30 consecutive Trading Days
ending on the last Trading Day of the immediately preceding Fiscal Quarter
is greater than or equal to 130% of the Conversion Price in effect on such
last Trading Day;




(2) prior to January 15, 2027, during the five Business Days
immediately following any five consecutive Trading Day period in which the
Trading Price per $1,000 principal amount of the Securities (as determined
following a request by a Securityholder in accordance with the procedures
described below) for each day of that period was less than 98% of the
product of the Closing Price of the Common Stock and the current
Conversion Rate of the Securities on each such day;




(3) at any time prior to the close of business on the Business Day
immediately preceding the Redemption Date, if the Company has called the
Securities for redemption pursuant to Article 3 hereof, even if the
Securities are not otherwise convertible at that time;




(4) at any time on or after January 15, 2027 until the close of
business on the Business Day immediately preceding the Stated Maturity of
the Securities;




(5) as provided in clause (b) of this Section 10.01.



The Company or, at its option, the Conversion Agent on behalf of the Company, shall determine
on a daily basis during the time periods specified in Section 10.01(a)(1) or, following a request
by a Securityholder in accordance with the procedures described below, Section 10.01(a)(2), whether
the Securities shall be convertible as a result of the occurrence of an event specified in such
Sections and, if the Securities shall be so convertible, the Company or the Conversion Agent, as
applicable, shall promptly deliver to the Trustee and Conversion Agent or the Company, as
applicable, written notice thereof. Whenever the Securities shall become convertible pursuant to
Section 10.01(a)(2) (as determined in accordance with this Section 10.01), the Company or, at the
Company’s request, the Trustee in the name and at the expense of the Company, shall promptly notify
the Holders of the event triggering such convertibility in the manner provided in Section 13.02,
and the Company shall also promptly (i) in respect of Global Securities, provide notice through the
Depositary in accordance with the procedures thereof and (ii) disseminate a press release or
publish such information on the Company’s Website. Any notice so given shall be conclusively
presumed to have been duly given, whether or not the Holder receives such notice.



The Trustee shall have no obligation to determine the Trading Price of the Securities unless
the Company has requested such determination; and the Company shall have no obligation to make such
request unless a Securityholder delivers written notice to the Company at the address or telecopier
number set forth in Section 13.02 stating that such Securityholder is requesting that the Trustee
make such determination set forth in Section 10.01(a)(2), with such notice being accompanied with
reasonable evidence that (x) the Person is a Securityholder as of the date the notice is delivered
and (y) the Trading Price per $1,000 original principal amount of Securities would be less than 98%
of the product of the Closing Price of the Common Stock and the current Conversion Rate of the
Securities. At such time, the Company will be required to instruct the Trustee to determine the
Trading Price of the Securities beginning on the next Trading Day and on each successive Trading
Day until the Trading Price per $1,000 principal amount of Securities is greater than or equal to
98% of the product of the Closing Price of the Common Stock and the current Conversion Rate of the
Securities.



The Trustee shall be entitled at its sole discretion to consult with the Company and to
request the assistance of the Company in connection with the Trustee’s duties and obligations
pursuant to this Section 10.01(a), and the Company agrees, if requested by the Trustee, to
cooperate with, and provide assistance to, the Trustee in carrying out its duties under this
Section 10.01; provided, however, that nothing herein shall be construed to relieve the Trustee of
its duties pursuant to this Section 10.01(a).



(b) In the event that:




(1) (A) the Company distributes to all holders of Common Stock rights or warrants
entitling them to purchase, for a period expiring within 45 days after the date of such
distribution, Common Stock at less than the Closing Price of the Common Stock on the
Trading Day immediately preceding the announcement date for such distribution; or (B) the
Company distributes to all holders of Common Stock assets (including cash), debt securities
or rights or warrants to purchase the Company’s securities, which distribution has a per
share value as determined by the Board of Directors exceeding 15% of the Closing Price of
the Common Stock on the Trading Day immediately preceding the announcement date of such
distribution, then, in either case, the Securities may be surrendered for conversion at any
time on and after the date that the Company gives notice to the Holders of such
distribution (which notice shall be given by (i) issuing a press release or providing such
information on the Company’s Website and (ii) in respect of Global Securities, through the
Depositary in accordance with the procedures thereof), which shall be not less than 25
Scheduled Trading Days prior to the Ex-Dividend Date for such distribution, until the
earlier of the close of business on the Business Day immediately preceding the Ex-Dividend
Date or the date the Company announces that such distribution shall not take place, even if
the Securities are not otherwise convertible at such time; provided that no Holder of a
Security shall have the right to convert if the Holder otherwise would participate in such
distribution without conversion in respect of Securities held by such Holder; or




(2) a Change of Control occurs pursuant to clause (1) of the definition thereof or clause
(3) of the definition thereof pursuant to which the Common Stock is to be converted into
cash, securities or other property, then the Securities may be surrendered for conversion
at any time from and after the date which is 25 Scheduled Trading Days prior to the
anticipated effective date of such transaction (or, in the case of a Change of Control as
defined in clause (1) of the definition thereof, the later of the date which is 25
Scheduled Trading Days prior to the anticipated effective date of such transaction and the
date that is the second Business Day following the Company’s receipt of notice of such
transaction) until and including the date which is 15 days after the actual effective date
of such transaction (or, if such transaction also constitutes a Change of Control pursuant
to which Holders have a right to require the Company to repurchase the Securities pursuant
to Section 3.08, until the applicable Fundamental Change Repurchase Date). The Company
shall notify the Trustee and the Holders of any such transaction and the corresponding
conversion right at the time the Company publicly announces the Change of Control
transaction giving rise to the above conversion right (but in no event later than the date
on which the period for conversion with respect thereto commences as provided in this
Section 10.01(b)(2)). Such notice shall be given by (i) issuing a press release or
providing such information on the Company’s Website and (ii) in respect of Global
Securities, through the Depositary in accordance with the procedures thereof.



(c) If and only to the extent a Holder timely elects to convert Securities during the period
specified in Section 10.01(b)(2) above in respect of a transaction the effective date of which is
on or prior to July 20, 2014, and 10% or more of the consideration for the Common Stock in such
Change of Control transaction consists of consideration other than common stock traded or scheduled
to be traded immediately following such transaction on a U.S. national securities exchange, the
Conversion Rate shall be increased by an additional number of shares of Common Stock (the
“Additional Shares”) as described below; provided that if the Stock Price paid in connection with
such transaction is greater than $100.00 or less than $21.29 (subject in each case to adjustment as
described below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding this
Section 10.01(c), if the Company elects to adjust the Conversion Rate pursuant to Section 10.01(d),
the provisions of Section 10.01(d) shall apply in lieu of the provisions of this Section 10.01(c).
The Company shall notify the Trustee and the Holders whether the Company elects to increase the
Conversion Rate as described above or to adjust the Conversion Rate pursuant to Section 10.01(d)
(i) no later than 25 Scheduled Trading Days prior to the anticipated effective date of such
transaction with respect to any transaction described in clause (3) of the definition of Change of
Control and (ii) on the effective date of such transaction with respect to any transaction
described in clause (1) of the definition of Change of Control; provided that if the Company does
not provide such notice prior to such date, the Company shall be deemed to have elected to increase
the Conversion Rate by the Additional Shares.



The number of Additional Shares to be added to the Conversion Rate as described in the
immediately preceding paragraph shall be determined by reference to the table attached as Schedule
I hereto, based on the effective date of such Change of Control transaction and the Stock Price
paid in connection with such transaction; provided that if the Stock Price is between two Stock
Price amounts in the table or such effective date is between two effective dates in the table, the
number of Additional Shares shall be determined by a straight- line interpolation between the
number of Additional Shares set forth for the higher and lower Stock Price amounts and the two
dates, as applicable, based on a 365/366-day year. The “effective date” with respect to a Change of
Control transaction means the date that a Change of Control becomes effective.



The Stock Prices set forth in the first row of the table in Schedule I hereto shall be
adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to
Section 10.04. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate
immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator
of which is the Conversion Rate as so adjusted. The number of Additional Shares shall be adjusted
in the same manner as the Conversion Rate as set forth in Section 10.04. Notwithstanding anything
to the contrary herein, the maximum amount of Additional Shares is 10.1309 per $1,000 principal
amount of Securities, subject to adjustment in the same manner as the Conversion Rate as set forth
in Section 10.04.



Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock
issuable upon conversion of the Securities exceed 46.9704 per $1,000 principal amount of
Securities, subject to adjustment in the same manner as the Conversion Rate as set forth in Section
10.04.



(d) Notwithstanding the provisions of Section 10.01(c), in the case of a Change of Control
that would lead to the issuance of Additional Shares as set forth in clause (c) above that is also
a Public Acquirer Change of Control, the Company may, in lieu of increasing the Conversion Rate by
Additional Shares as described in Section 10.01(c), elect to adjust the Conversion Rate and the
related Conversion Obligation such that from and after the effective date of such Public Acquirer
Change of Control, Holders of Securities shall be entitled to convert their Securities (subject to
the satisfaction of the conditions to conversion set forth in Section 10.01(a)) into Public
Acquirer Common Stock (or cash or a combination of cash and Public Acquirer Common Stock, at the
election of the Company). The Conversion Rate following the effective date of such transaction will
be a number of shares of Public Acquirer Common Stock equal to the product of the Conversion Rate
in effect immediately before the Public Acquirer Change of Control times the average of the
quotients obtained, for each Trading Day in the 20 consecutive Trading Day period ending on the
Trading Day immediately preceding the effective date of such Public Acquirer Change of Control (the
“Valuation Period”), of:




(i) the Acquisition Value of the Common Stock on each such Trading Day in the
Valuation Period, divided by




(ii) the Closing Price of the Public Acquirer Common Stock on each such
Trading Day in the Valuation Period.



The “Acquisition Value” of the Common Stock means, for each Trading Day in the Valuation
Period, the value of the consideration paid per share of Common Stock in connection with such
Public Acquirer Change of Control, as follows:




(i) for any cash, 100% of the face amount of such cash;




(ii) for any Public Acquirer Common Stock, 100% of the Closing Price of such
Public Acquirer Common Stock on such Trading Day; and




(iii) for any other securities, assets or property, 102% of the fair market
value of such security, asset or property on such Trading Day, as determined by an
independent nationally recognized investment bank selected by the Company for this
purpose.



“Public Acquirer Change of Control” means a Change of Control pursuant to clause (1) or (3) of
the definition thereof set forth above and the acquirer, the Person formed by or surviving the
merger or consolidation or any entity that is direct or indirect “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act) of more than 50% of such Person’s or acquirer’s Voting Stock has
a class of common stock traded on a U.S. national securities exchange or which shall be so traded
when issued or exchanged in connection with such Change of Control (the “Public Acquirer Common
Stock”); provided, that if there is more than one of such entity, the relevant entity shall be such
entity with the most direct beneficial ownership to such acquirer’s or Person’s capital stock.



Upon a Public Acquirer Change of Control, if the Company so elects, Holders may convert their
Securities (subject to the satisfaction of the conditions to conversion set forth in Section
10.01(a)) at the adjusted Conversion Rate described above but shall not be entitled to the
increased Conversion Rate described in Section 10.01(c). The Company shall notify Holders of its
election in its notice to Holders pursuant to Section 10.01(b)(2) above. Holders may convert their
Securities upon a Public Acquirer Change of Control during the period specified in Section
10.01(b)(2). In addition, Holders can also, subject to certain conditions, require the Company to
repurchase all or a portion of their Securities as described in Section 3.08.



After any adjustment of the Conversion Rate in connection with a Public Acquirer Change of
Control, the Conversion Rate shall be subject to further similar adjustments in the event that any
of the events described in Section 10.04 occur thereafter.



Section 10.02. Conversion Procedures; Payment Upon Conversion. Subject to Section 10.01 and
this Section 10.02, each Security shall be convertible at the office of the Conversion Agent into
fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock
at a rate (the “Conversion Rate”) equal to, initially, 36.8395 shares of Common Stock for each
$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances
as provided in Section 10.04 hereof, but shall not be adjusted for any accrued and unpaid Interest,
Contingent Interest, or Additional Amounts, if any. Except to the extent that the Company has
irrevocably made a Net Share Settlement Election pursuant to paragraph (b) of this Section 10.02,
the Company may satisfy its Conversion Obligation in cash or in any combination of cash and shares
of Common Stock selected by the Company, in accordance with paragraph (a) of this Section 10.02.
The Company may elect to deliver shares of Common Stock, cash or a combination of cash and shares
of Common Stock in satisfaction of a Conversion Obligation by providing the Holders through the
Trustee with notice of the method of settlement at any time no later than the close of business on
the second Trading Day immediately following the Conversion Date. Notwithstanding the foregoing,
(i) in the case that the Company has not made a Net Share Settlement Election, the Company shall
only be permitted to make a one-time election for all Securities for which the Conversion Date is
on or after June 15, 2027, and such election shall be made on or before the close of business on
the Trading Day immediately preceding June 15, 2027, and (ii) with respect to any redemption, the
Company’s notice of redemption shall include its election. If the Company does not make such
election (A) in the case of clause (i), all related Conversion Obligations shall be settled in
shares of Common Stock as set forth in clause (a)(i) below, or (B) in the case of clause (ii), all
related Conversion Obligations from the date of the notice of redemption to the Redemption Date
shall be settled in shares of Common Stock as set forth in clause (a)(i) below (unless, in either
case, the Company has previously irrevocably made a Net Share Settlement Election pursuant to
paragraph (b) of this Section 10.02).



(a) Upon conversion of Securities, the Company shall deliver to Holders surrendering
Securities for conversion, for each $1,000 principal amount of Securities, a settlement amount (the
“Conversion Settlement Distribution”) on the Conversion Settlement Date consisting of:




(i) If the Company elects to satisfy the entire Conversion Obligation in shares of
Common Stock, the Company will deliver to Holders a number of shares of Common Stock equal
to (A)(1) the aggregate principal amount of Securities to be converted, divided by (2)
1,000, multiplied by (B) the Conversion Rate in effect on the relevant Conversion Date (or,
if the Conversion Date is not a Trading Day, the next following Trading Day); together with
cash in lieu of fractional shares of Common Stock as provided in Section 10.03.




(ii) If the Company elects to satisfy the entire Conversion Obligation in cash, the
Company will deliver to the Holder, for each $1,000 principal amount of the Securities to
be converted, cash in an amount equal to the Conversion Value for the related Conversion
Reference Period.




(iii) If the Company elects to satisfy the Conversion Obligation in a combination of
cash and Common Stock, the Company will pay either (i) an amount in cash equal to the
dollar amount per $1,000 principal amount of Securities specified in the notice regarding
the chosen method of settlement (the “Specified Dollar Amount” (which, for avoidance of
doubt, shall be deemed to equal the lesser of $1,000 and the Conversion Value of each
Security to be converted, in the event the Company has previously made a Net Share
Settlement Election)) or (ii) an amount in cash equal to a fixed percentage of the
Conversion Obligation specified in the notice regarding the chosen method of settlement
(the “Specified Percentage”); and deliver shares of Common Stock for the remainder of the
Conversion Obligation. The Company will deliver cash in lieu of any fractional shares of
the Common Stock as provided in Section 10.03. The Company will settle each $1,000 in
principal amount of Securities being converted by delivering cash and shares of the Common
Stock, if any, equal to the Conversion Value for the related Conversion Reference Period.



Subject to Section 10.02(d), settlement (in cash and/or shares) will occur (A) with respect to
clause (a)(i), on the third Trading Day after the relevant Conversion Date and (B) with respect to
clauses (a)(ii) and (a)(iii), on the third Trading Day immediately following the last Trading Day
of the related Conversion Reference Period. The Company shall settle all Securities converted on
the same Trading Day in the same manner. Except for all conversions that occur (i) during the
period between the date the Company has given a notice of redemption and the related Redemption
Date and (ii) on or after June 15, 2027, the Company shall not have any obligation to settle
Conversion Obligations arising on different Trading Days in the same manner.



(b) At any time on or prior to June 15, 2027, the Company may irrevocably elect (the “Net
Share Settlement Election”) to satisfy the Conversion Obligation with respect to each $1,000
principal amount of Securities tendered for conversion for which the Conversion Date occurs after
the Company issues the notice referred to in subsection (b)(ii) below in cash and shares of Common
Stock, if applicable, by delivering, on the third Trading Day immediately following the last
Trading Day of the related Conversion Reference Period, cash and shares of Common Stock, if any,
equal to the Conversion Value for the related Conversion Reference Period, determined in accordance
with clause (iii) of paragraph (a) of this Section 10.02 based on a Specified Dollar Amount equal
to the lesser of $1,000 and the Conversion Value of each Security to be converted; provided that
the Company shall deliver cash in lieu of fractional shares of Common Stock as provided in Section
10.03. Notwithstanding the foregoing, the Company may not make a Net Share Settlement Election
during any period between the date on which the Company gives notice of redemption pursuant to
Section 3.03 and the corresponding Redemption Date.




(i) If the Company makes a Net Share Settlement Election, the Company will promptly
(x) issue a press release or post such information on its Website and (y) provide notice to
the Holders of Securities and the Trustee through the facilities of the Depositary.




(ii) Notwithstanding anything to the contrary in this Indenture, the Company may
irrevocably renounce its right to the Net Share Settlement Election in subsection (b)(i)
above at any time prior to June 15, 2027. Upon such renouncement, the Company will no
longer have the right to make the Net Share Settlement Election in respect of its
Conversion Obligation and any such attempt shall have no effect. If the Company renounces
its right to the Net Share Settlement Election, the Company will promptly (x) issue a press
release or post such information on its Website (and the renouncement will become effective
on the date when such press release is issued or such notice is posted) and (y) in respect
of Global Securities, provide notice to the Holders of Securities and the Trustee through
the facilities of the Depositary.



(c) Notwithstanding the provisions described above in paragraphs (a) and (b) of this
Section 10.02, in satisfaction of the Conversion Obligation, the Company may direct the Conversion
Agent to surrender, on or prior to the second Trading Day after the relevant Conversion Date, such
Securities to a financial institution designated by the Company for exchange in lieu of conversion.
In order to accept any Securities surrendered for conversion, the designated institution must
agree to deliver, in exchange for such Securities, the shares of Common Stock (or cash or a
combination of cash and shares of Common Stock, as applicable) equal to the Conversion Obligation
pursuant to this Section 10.02, as is designated to the Conversion Agent by the Company. By the
close of business on the Business Day immediately preceding the date of commencement of the
applicable Conversion Reference Period, the Company shall notify the Holder surrendering Securities
for conversion (i) that the Company has directed the designated financial institution to make an
exchange in lieu of conversion and (ii) the consideration to be delivered in satisfaction of the
Conversion Obligation, and such financial institution will be required to notify the Conversion
Agent that it will deliver, upon exchange, the applicable Conversion Settlement Distribution. If
the designated institution accepts any such Securities, it shall deliver the applicable Conversion
Settlement Distribution to the Conversion Agent and the Conversion Agent will deliver such
Conversion Settlement Distribution to the Holder. Any Securities exchanged by the designated
institution shall remain outstanding. If the designated institution agrees to accept any
Securities for exchange but does not timely deliver the related consideration, or if such
designated financial institution does not accept the Securities for exchange, the Company shall
satisfy its Conversion Obligation pursuant to paragraphs (a) and (b) of this Section 10.02.



(d) Notwithstanding paragraphs (a) and (b) of this Section 10.02, the Company shall satisfy
the Conversion Obligation with respect to each $1,000 principal amount of Securities tendered for
conversion to which Additional Shares shall be added to the Conversion Rate pursuant to this
paragraph (d).




(i) If the date (the “Delivery Date”) on which the Company is otherwise required to
deliver shares of Common Stock, cash or a combination of cash and shares of the Common
Stock upon conversion is prior to the effective date of the applicable Change of Control,
the Company shall satisfy the related Conversion Obligation with respect to each $1,000
principal amount of Securities tendered for conversion as provided in paragraph (a) of this
Section 10.02 by delivering a number of shares of Common Stock, if any, based on the
applicable Conversion Rate in effect for each such $1,000 principal amount of Securities,
but without regard to the number of Additional Shares to be added to the Conversion Rate,
on the Delivery Date. As soon as practicable following the effective date of the
applicable Change of Control, the Company shall deliver the increase in such amount of
Common Stock or Exchange Property in lieu of shares of Common Stock, if any, as if the
applicable Conversion Rate had been increased by such number of Additional Shares on the
applicable Conversion Date (or, if applicable, during the related Conversion Reference
Period and based upon the related Conversion Value). If the Company made a Net Share
Settlement Election and such increased amount of cash and shares, if any, of Common Stock
results in an increase to the amount of cash to be paid to Holders, the Company shall pay
such increase in cash, and if such increased amount results in an increase to the number of
            shares of Common Stock, the Company shall deliver such increase by delivering Common Stock
or Exchange Property based on such increased number of shares.




(ii) If the Delivery Date related to Securities surrendered for conversion is on or
following the effective date of the applicable Change of Control, the Company shall satisfy
the Conversion Obligation with respect to each $1,000 principal amount of Securities
tendered for conversion as described in Section 10.02(a) (based on the Conversion Rate as
increased by the Additional Shares) on such Delivery Date.



(e) Before any Holder of a Security shall be entitled to convert the same as set forth above,
such Holder shall (1) in the case of a Certificated Security (A) complete and manually sign and
deliver an irrevocable written notice to the Conversion Agent in the form attached to this
Indenture (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent
which shall state in writing therein the principal amount of Securities to be converted and the
name or names (with addresses) in which such Holder wishes the certificate or certificates for any
shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be
registered, (B) surrender such Securities, duly endorsed to the Company or in blank (and
accompanied by appropriate endorsement and transfer documents) at the office of the Conversion
Agent, (C) if required, pay funds payable on the next Interest Payment Date to which such Holder is
not entitled as set forth in paragraph (l) of this Section 10.02, and (D) if required, pay all
taxes or duties, if any; or (2) in the case of a Global Security, (w) deliver all appropriate
endorsement and transfer documents, if any, at the office of the Conversion Agent, (x) if required,
pay funds payable on the next Interest Payment Date to which such Holder is not entitled as set
forth in paragraph (l) of this Section 10.02, (y) if required, pay all taxes or duties, if any, and
(z) comply with the procedures of the Depositary in effect at that time for converting a beneficial
interest in a Global Security. A Security shall be deemed to have been converted immediately prior
to the close of business on the date (the “Conversion Date”) that the Holder has complied with the
requirements set forth in this paragraph (e).



(f) No Conversion Notice with respect to any Securities may be tendered by a Holder thereof if
such Holder has also tendered a Repurchase Notice or Fundamental Change Repurchase Notice and not
validly withdrawn such Repurchase Notice or Fundamental Change Repurchase Notice in accordance with
the applicable provisions of this Indenture.



(g) If more than one Security shall be surrendered for conversion at one time by the same
Holder, the Conversion Settlement Distribution with respect to such Securities, if any, that shall
be payable upon conversion shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof to the extent permitted thereby) so surrendered.



(h) Delivery of the amounts owing in satisfaction of the Conversion Obligation shall be made
by the Company in no event later than the date specified in paragraph (b) of this Section 10.02,
except to the extent specified in paragraph (d) of this Section 10.02. The Company shall make such
delivery by paying the cash amount owed, if any, to the Holder of the Security surrendered for
conversion, or such Holder’s nominee or nominees, and/or by issuing, or causing to be issued, and
delivering to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry
transfer through the Depositary for the number of full shares of Common Stock, if any, to which
such Holder shall be entitled as part of such Conversion Settlement Distribution (together with any
cash in lieu of fractional shares).



(i) In case any Security shall be surrendered for partial conversion, the Company shall
execute and the Trustee shall, as provided in a Company Order, authenticate and deliver to or upon
the written order of the Holder of the Security so surrendered, without charge to such Holder, a
new Security or Securities in authorized denominations in an aggregate principal amount equal to
the unconverted portion of the surrendered Securities.



(j) Except as provided in Section 10.04, no adjustment shall be made for dividends on any
shares of Common Stock issued upon the conversion of any Security as provided in this Article 10.



(k) Upon the conversion of an interest in a Global Security, the Trustee, or the custodian at
the direction of the Trustee, shall make a notation on such Global Security as to the reduction in
the principal amount represented thereby. The Company shall notify the Trustee in writing of any
conversion of Securities effected through any Conversion Agent other than the Trustee.



(l) Upon conversion, a Holder shall not receive any separate cash payment for accrued and
unpaid Interest, including Contingent Interest, if any, and Additional Amounts, if any, except as
set forth below. The Company’s settlement of the Conversion Obligation pursuant to this
Section 10.02 shall be deemed to satisfy its obligation to pay the principal amount of the Security
and accrued and unpaid Interest, including Contingent Interest, if any, and Additional Amounts, if
any, to, but not including, the Conversion Date. As a result, accrued and unpaid Interest,
including Contingent Interest, if any, and Additional Amounts, if any, to, but not including, the
Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or
forfeited. Notwithstanding the preceding sentence, if Securities are converted after the close of
business on an Interest Record Date, Holders of such Securities as of such time shall receive the
Interest, including Contingent Interest, if any, and Additional Amounts, if any, payable on such
Securities on the immediately following Interest Payment Date notwithstanding the conversion.
Securities surrendered for conversion during the period from the close of business on any Interest
Record Date to the open of business on the corresponding Interest Payment Date must be accompanied
by payment of an amount equal to the Interest, including Contingent Interest, if any, and
Additional Amounts, if any, payable on the Securities so converted on such Interest Payment Date;
provided, however, that no such payment need be made (i) if the Company has specified a Redemption
Date or a Fundamental Change Repurchase Date that is after an Interest Record Date and on or prior
to the corresponding Interest Payment Date; (ii) to the extent of any overdue Interest (including
Contingent Interest, if any, and Additional Amounts, if any) existing at the time of conversion
with respect to such Security; or (iii) with respect to any Conversion Date that occurs during the
period from the close of business on the Interest Record Date immediately preceding Stated Maturity
to Stated Maturity. Except as described above, no payment or adjustment shall be made for accrued
interest on converted Securities.



Section 10.03. Fractions of Shares. No fractional shares of Common Stock shall be issued upon
conversion of any Security or Securities. If more than one Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof) so surrendered. Instead of any fractional share of
Common Stock that would otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall calculate and pay a cash adjustment in respect of
such fraction (calculated to the nearest 1/100th of a share) based on the corresponding fraction of
the Closing Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.



Section 10.04. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time
to time by the Company as follows; provided that the Company shall not make any adjustments to the
Conversion Rate if Holders of the Securities participate (as a result of holding the Securities,
and at the same time as holders of the Common Stock participate) in any of the transactions
described below as if such Holders held a number of shares of Common Stock equal to the applicable
Conversion Rate, multiplied by the principal amount (expressed in thousands) of Securities held by
such Holders, without having to convert their Securities:



(a) In case the Company shall issue shares of Common Stock as a dividend or distribution to
holders of Common Stock, or shall effect a share split or share combination of the Common Stock,
the Conversion Rate shall be adjusted based on the following formula:



	 	 	 
	CR  ́ = CR0 ×

	 	OS  ́
	
 
	 	 
	
 
	 	OS0







where,




CR0 = the Conversion Rate in effect immediately prior to the Ex-Dividend Date
for such dividend or distribution or the effective date of such share split or share
combination, as the case may be;




CR  ́ = the Conversion Rate in effect immediately after the Ex-Dividend Date for such
dividend or distribution or the effective date of such share split or share combination, as
the case may be;




OS0 = the number of shares of Common Stock outstanding immediately prior to the
Ex-Dividend Date for such dividend or distribution or the effective date of such share
split or share combination, as the case may be; and




OS  ́ = the number of shares of Common Stock outstanding as of the Ex-Dividend Date for such
dividend or distribution immediately after giving effect to such dividend or distribution
or immediately after the effective date of such share split or share combination, as the
case may be.



Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the
Ex-Dividend Date fixed for such dividend or distribution, or the effective date for such share
split or share combination, as the case may be. If any dividend or distribution of the type
described in this Section 10.04(a) is declared but not so paid or made, or the outstanding shares
of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be
immediately readjusted, effective as of the date the Board of Directors determines not to pay such
dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case
may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share
split or share combination had not been declared.



(b) In case the Company shall distribute to all holders of its outstanding shares of Common
Stock any rights or warrants entitling them (for a period expiring within 45 days after the
Ex-Dividend Date for such distribution) to subscribe for or purchase shares of Common Stock at a
price per share less than the average of the Last Reported Sale Prices of the Common Stock for the
ten consecutive Trading Day period ending on the Trading Day immediately preceding the declaration
date of such distribution, the Conversion Rate shall be adjusted based on the following formula:



	 	 	 
	CR  ́ = CR0 ×

	 	OS0 + X
	
 
	 	 
	
 
	 	OS0 + Y







where,




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




CR  ́ = the Conversion Rate in effect immediately after the Ex-Dividend Date for such
distribution;




OS0 = the number of shares of Common Stock outstanding immediately prior to the
Ex-Dividend Date for such distribution;




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




Y = the number of shares of Common Stock equal to the aggregate price payable to exercise
such rights or warrants divided by the average of the Last Reported Sale Prices of Common
Stock over the ten consecutive Trading Day period ending on the Trading Day immediately
preceding the Ex-Dividend Date for such distribution.



Such adjustment shall be successively made whenever any such rights or warrants are
distributed and shall become effective immediately after the opening of business on the Ex-Dividend
Date for such distribution. To the extent that shares of Common Stock are not delivered after the
expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion
Rate that would then be in effect had the adjustments made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of Common Stock actually
delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such Ex-Dividend Date for such
distribution had not been fixed.



In determining whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate
exercise or conversion price payable for such shares of Common Stock, there shall be taken into
account any consideration received by the Company for such rights or warrants and any amount
payable on exercise or conversion thereof, with the value of such consideration, if other than
cash, to be determined in good faith by the Board of Directors.



(c) In case the Company shall, by dividend or otherwise, distribute to all holders of its
Common Stock shares of any class of Capital Stock of the Company (other than Common Stock as
covered by paragraph (a) of this Section 10.04), evidences of its indebtedness or other assets or
property of the Company (including securities, but excluding dividends or distributions covered by
paragraph (a) or (b) of this Section 10.04, dividends or distributions paid exclusively in cash and
distributions described below in this paragraph (c) with respect to Spin-Offs) (any of such shares
of capital stock, indebtedness, or other asset or property hereinafter in this paragraph (c) called
the “Distributed Property”), then, in each such case, the Conversion Rate shall be adjusted based
on the following formula:



	 	 	 
	CR  ́ = CR0 ×

	 	SP0
	
 
	 	 
	
 
	 	SP0 – FMV







where,




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




CR  ́ = the Conversion Rate in effect immediately after the Ex-Dividend Date for such
distribution;




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




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



Such adjustment shall become effective immediately after the opening of business on the
Ex-Dividend Date for such distribution; provided that if “FMV” as set forth above is equal to or
greater than “SP0” as set forth above, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Holder of Securities has the right to receive, for each $1,000
principal amount of Securities, the amount of Distributed Property such Holder would have received
had such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the
Ex-Dividend Date for such distribution, without being required to convert the Securities. If such
distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such dividend or distribution had not been
declared. If the Board of Directors determines “FMV” for purposes of this Section 10.04(c) by
reference to the actual or when issued trading market for any securities, it must in doing so
consider the prices in such market over the same period used in computing the Last Reported Sale
Prices of the Common Stock over the ten consecutive Trading Day period ending on the Trading Day
immediately preceding the Ex-Dividend Date for such distribution.



With respect to an adjustment pursuant to this paragraph (c) where there has been a payment of
a dividend or other distribution on the Common Stock in shares of Capital Stock of any class or
series, or similar equity interest, of or relating to a Subsidiary of the Company or other business
unit of the Company (a “Spin-Off”), the Conversion Rate in effect immediately before the close of
business on the tenth Trading Day immediately following, and including, the effective date of the
Spin-Off, shall be increased based on the following formula:



	 	 	 
	CR  ́ = CR0 ×

	 	FMV0 + MP0
	
 
	 	 
	
 
	 	MP0







where,




CR0 = the Conversion Rate in effect immediately prior to the tenth Trading Day
immediately following, and including, the effective date of the Spin-Off;




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




FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or
similar equity interest distributed to holders of Common Stock applicable to one share of
Common Stock over the first ten consecutive Trading Day period immediately following, and
including, the effective date of the Spin-Off; and




MP0 = the average of the Last Reported Sale Prices of the Common Stock over the
first ten consecutive Trading Day period immediately following, and including, the
effective date of the Spin-Off.



Such adjustment shall occur immediately after the tenth Trading Day immediately following, and
including, the effective date of the Spin-Off; provided that in respect of any conversion within
the ten Trading Days immediately following, and including, the effective date of any Spin-Off,
references with respect to the Spin-Off to ten Trading Days shall be deemed replaced with such
lesser number of Trading Days as have elapsed between the effective date of such Spin-Off and the
Conversion Date in determining the applicable Conversion Rate. If such distribution is not so paid
or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be
in effect if such dividend or distribution had not been declared.



Rights or warrants distributed by the Company to all holders of Common Stock entitling the
Holders thereof to subscribe for or purchase shares of the Company’s Capital Stock, including
Common Stock (either initially or under certain circumstances), which rights or warrants, until the
occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with
such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of
future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this
Section 10.04 (and no adjustment to the Conversion Rate under this Section 10.04 shall be required)
until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be
deemed to have been distributed and an appropriate adjustment (if any is required) to the
Conversion Rate shall be made under this paragraph (c). If any such rights or warrants are subject
to events, upon the occurrence of which such rights or warrants become exercisable to purchase
different securities, evidences of indebtedness or other assets, then the date of the occurrence of
any and each such event shall be deemed to be the date of distribution and record date with respect
to new rights or warrants with such rights (and a termination or expiration of the existing rights
or warrants without exercise by any of the holders thereof). In addition, in the event of any
distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event
(of the type described in the preceding sentence) with respect thereto that was counted for
purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under
this Section 10.04 was made, (1) in the case of any such rights or warrants that shall all have
been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be
readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger
Event, as the case may be, as though it were a cash distribution, equal to the per share redemption
or repurchase price received by a holder or holders of Common Stock with respect to such rights or
warrants (assuming such holder had retained such rights or warrants), made to all holders of Common
Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or
warrants that shall have expired or been terminated without exercise by any holders thereof, the
Conversion Rate shall be readjusted as if such rights and warrants had not been issued.



For purposes of this paragraph (c) and paragraphs (a) and (b) of this Section 10.04, any
dividend or distribution to which this paragraph (c) is applicable that also includes shares of
Common Stock to which paragraph (a) of this Section 10.04 applies or rights or warrants to
subscribe for or purchase shares of Common Stock to which paragraph (b) of this Section 10.04
applies (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of
indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or
warrants, to which this paragraph (c) applies (and any Conversion Rate adjustment required by this
paragraph (c) with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Rate adjustment required by paragraph (a) or (b) of this
Section 10.04 with respect to such dividend or distribution shall then be made), except (A) the
Ex-Dividend Date of such dividend or distribution shall under this paragraph (c) be substituted as
the Ex-Dividend Date within the meaning of paragraphs (a) and (b) and (B) any shares of Common
Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior
to the Ex-Dividend Date for such dividend or distribution or immediately prior to the effective
date of such share split or share combination, as the case may be” within the meaning of
paragraph (a) or “outstanding immediately prior to the Ex-Dividend Date for such distribution”
within the meaning of paragraph (b).



(d) In case the Company shall pay dividends or make distributions consisting exclusively of
cash to all Holders of its Common Stock, the Conversion Rate shall be adjusted based on the
following formula:



	 	 	 
	CR  ́ = CR0 ×

	 	SP0
	
 
	 	 
	
 
	 	SP0 — C







where,




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




CR  ́ = the Conversion Rate in effect immediately after the Ex-Dividend Date for such
distribution;




SP0 = the Last Reported Sale Price of Common Stock on the Trading Day
immediately preceding the Ex-Dividend Date for such distribution;




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



Such adjustment shall become effective immediately after the opening of business on the
Ex-Dividend Date for such dividend or distribution; provided that if the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than SP0 as
set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each
Holder of Securities shall receive on the date on which such cash dividend is distributed to
holders of Common Stock, for each $1,000 principal amount of Securities, the amount of cash such
Holder would have received had such Holder owned a number of shares equal to the Conversion Rate on
the Ex-Dividend Date for such dividend or distribution, without being required to convert the
Securities. If such dividend or distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.



For the avoidance of doubt, for purposes of this paragraph (d), in the event of any
reclassification of the Common Stock, as a result of which the Securities become convertible into
more than one class of Common Stock, if an adjustment to the Conversion Rate is required pursuant
to this paragraph (d), references in this Section 10.04 to one share of Common Stock or Last
Reported Sale Price of one share of Common Stock shall be deemed to refer to a unit or to the price
of a unit consisting of the number of shares of each class of Common Stock into which the
Securities are then convertible equal to the numbers of shares of such class issued in respect of
one share of Common Stock in such reclassification. The above provisions of this paragraph shall
similarly apply to successive reclassifications.



(e) In case the Company or any of its Subsidiaries make a payment in respect of a tender offer
or exchange offer for all or any portion of the Common Stock, to the extent that the cash and value
of any other consideration included in the payment per share of Common Stock exceeds the Last
Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which
tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended),
the Conversion Rate shall be increased based on the following formula:



	 	 	 
	CR  ́ = CR0 ×

	 	AC + (SP  ́ × OS  ́)
	
 
	 	 
	
 
	 	OS0 × SP  ́







where,




CR0 = the Conversion Rate in effect at the close of business on the last Trading
Day of the ten consecutive Trading Day period commencing on the Trading Day next succeeding
the date such tender or exchange offer expires;




CR  ́ = the Conversion Rate in effect immediately following the last Trading Day of the ten
consecutive Trading Day period commencing on the Trading Day next succeeding the date such
tender or exchange offer expires;




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




OS0 = the number of shares of Common Stock outstanding immediately prior to the
expiration of such tender or exchange offer;




OS  ́ = the number of shares of Common Stock outstanding immediately after the date such
tender or exchange offer expires (after giving effect to the purchase or exchange of shares
pursuant to such tender offer or exchange offer); and




SP  ́ = the average of the Last Reported Sale Prices of Common Stock over the ten consecutive
Trading Day period commencing on the Trading Day next succeeding the date such tender or
exchange offer expires.



Such adjustment shall become effective immediately after the close of business on the tenth
Trading Day next succeeding the date such tender or exchange offer expires; provided that, for
purposes of determining the Conversion Rate in respect of any conversion during the ten Trading
Days following the date that any such tender or exchange offer expires, references within this
clause (e) to ten Trading Days shall be deemed replaced with such lesser number of Trading Days as
have elapsed between the date such tender or exchange offer expires and the relevant Conversion
Date. If the Company or its Subsidiary is obligated to purchase shares of Common Stock pursuant to
any such tender or exchange offer, but the Company or its Subsidiary is permanently prevented by
applicable law from effecting all or any such purchases or all or any portion of such purchases are
rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be
in effect if such tender or exchange offer had not been made or had only been made in respect of
the purchases that had been effected.



(f) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly
file with the Trustee and any Conversion Agent (if other than the Trustee) an Officer’s Certificate
setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officer’s Certificate, the Trustee shall not be deemed to have knowledge of any
adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has
knowledge is still in effect. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion
Rate and the date on which each adjustment becomes effective and shall mail such notice of such
adjustment of the Conversion Rate to the Holder of each Security at his last address appearing on
the Security register provided for in Section 2.03 of this Indenture, within 20 days after
execution thereof. Failure to deliver such notice shall not affect the legality or validity of any
such adjustment.



(g) Notwithstanding the foregoing, no adjustment to the Conversion Rate need be made:




(i) upon the issuance of any shares of Common Stock pursuant to any present or future
plan providing for the reinvestment of dividends or interest payable on securities of the
Company and the investment of additional optional amounts in shares of Common Stock under
any plan;




(ii) upon the issuance of any shares of Common Stock or options or rights to purchase
or acquire shares of Common Stock pursuant to any present or future employee, director or
consultant benefit plan or program or employee stock purchase plan of or assumed by the
Company or any of its Subsidiaries;




(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant,
right, or exercisable, exchangeable or convertible security not described in clause (ii)
above and outstanding as of the Issue Date;




(iv) for a change in the par value of the Common Stock; or




(v) for accrued and unpaid Interest (including Contingent Interest and Additional
Amounts, if any).



No adjustment to the Conversion Rate shall be made if the application of any of the foregoing
formulas (other than in connection with a share combination) would result in a decrease in the
Conversion Rate.



(h) All calculations and other determinations under this Article 10 shall be made by the
Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a
share, as the case may be. No adjustment shall be made to the Conversion Rate unless such
adjustment would require a change of at least 1% in the Conversion Rate then in effect. The
Company shall carry forward any adjustments that are less than 1% of the Conversion Rate and make
such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% ,
upon the first to occur of (i) any subsequent adjustment, (ii) the first day of the next calendar
year and (iii) any conversion of the Securities.



(i) In any case in which this Section 10.04 provides that an adjustment shall become effective
immediately after (1) the Ex-Dividend Date for an event or (2) the last date on which tenders or
exchanges may be made pursuant to any tender or exchange offer pursuant to paragraph (e) of this
Section 10.04 (each an “Adjustment Determination Date”), the Company may elect to defer until the
occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder of
any Security converted after such Adjustment Determination Date and before the occurrence of such
Adjustment Event, the additional shares of Common Stock or other securities (or, if the Company has
elected to settle its Conversion Obligation other than solely in shares of Common Stock, cash and,
if applicable, shares of Common Stock or other securities) issuable upon such conversion by reason
of the adjustment required by such Adjustment Event over and above the amounts deliverable upon
such conversion before giving effect to such adjustment and (y) paying to such Holder any amount in
cash in lieu of any fractional share of Common Stock pursuant to Section 10.03. For purposes of
this subsection (i), the term “Adjustment Event” shall mean:




(i) in any case referred to in clause (1) hereof, the date any dividend or
distribution of Common Stock, shares of capital stock, evidences of indebtedness, other
assets or property or cash is paid or made, the effective date of any share split or
combination or the date of expiration of any rights or warrants, and




(ii) in any case referred to in clause (2) hereof, the date a sale or exchange of
Common Stock pursuant to such tender or exchange offer is consummated and becomes
irrevocable.



(j) For purposes of this Section 10.04, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.



(k) With respect to a conversion of Securities pursuant to this Article 10, at and after the
close of business on the Conversion Date, the Person in whose name any certificate representing any
shares of Common Stock issuable upon such conversion is registered shall be treated as a
stockholder of record of the Company on such Conversion Date; provided, however, that if any such
shares of Common Stock constitute Additional Shares, then the date on which such Person shall be
treated as a stockholder with respect to such shares that constitute Additional Shares shall
instead be deemed to be the later of (i) the Conversion Date and (ii) the effective date of the
Change of Control resulting in the Additional Shares. On and after the Conversion Date with respect
to a conversion of Securities pursuant hereto, all rights of the Holders of such Securities shall
terminate, other than the right to receive the consideration deliverable upon conversion of such
Securities as provided herein. A Holder of a Security is not entitled, as such, to any rights of a
holder of Common Stock until, if such Holder converts such Security and is entitled pursuant hereto
to receive shares of Common Stock in respect of such conversion, the close of business on the date
or dates set forth in this Section 10.04(k) with respect to such conversion.



(l) Whenever the Company has elected to settle its Conversion Obligation other than solely in
shares of Common Stock and any provision of this Article 10 requires a calculation of Last Reported
Sale Prices, the Company shall make appropriate adjustments (determined in good faith by the Board
of Directors) to account for any adjustment to the Conversion Rate that becomes effective, or any
event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event
occurs, at any time during the period from which such calculation is to be calculated.



(m) In addition to those adjustments required by subsections (a), (b), (c), (d) and (e) of
this Section 10.04, the Company may in its sole discretion increase the Conversion Rate as the
Board of Directors deems advisable to avoid or diminish any income tax to Holders of the Securities
resulting from any dividend or distribution on Capital Stock issuable upon conversion of the
Securities (or rights to acquire Capital Stock) or from any event treated as such for income tax
purposes. The Company may also, from time to time, to the extent permitted by applicable law and
the rules of the NYSE or any other securities exchange on which the Common Stock is then listed,
increase the Conversion Rate by any amount for a period of at least 20 days if the Board of
Directors determines that such increase would be in the Company’s best interest (which
determination shall be conclusive). Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall mail to the Holder of each Security at his last address
appearing on the register provided for in Section 2.03 in this Indenture and the Trustee a notice
of the increase at least 15 days prior to the date the increased Conversion Rate takes effect, and
such notice shall state the increased Conversion Rate and the period during which it shall be in
effect.



Section 10.05. Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the
following events occur, namely (i) any reclassification or change of the outstanding shares of
Common Stock (other than a subdivision or combination to which Section 10.04(a) applies or a change
in par value), (ii) any consolidation, merger, binding share exchange or combination of the Company
with another Person, or (iii) any sale or conveyance of all or substantially all the properties and
assets of the Company to any other Person, in each case, as a result of which holders of Common
Stock shall be entitled to receive Capital Stock, other securities, other property, assets or cash
(collectively, “Exchange Property”) with respect to or in exchange for such Common Stock, then the
Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a
supplemental indenture (which shall comply with the TIA as in force at the date of execution of
such supplemental indenture) providing for the conversion and settlement of the Securities as set
forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If,
in the case of any such reclassification, change, merger, consolidation, binding share exchange,
combination, sale or conveyance, the Exchange Property receivable thereupon by a holder of Common
Stock includes shares of stock or other securities and assets of a corporation other than the
successor or purchasing corporation, as the case may be, in such reclassification, change, merger,
consolidation, binding share exchange, combination, sale or conveyance, then such supplemental
indenture shall also be executed by such other corporation and shall contain such additional
provisions to protect the interests of the Holders of the Securities as the Board of Directors
shall reasonably consider necessary by reason of the foregoing.



(b) The Conversion Obligation with respect to each $1,000 principal amount of Securities
converted following the effective date of any such transaction shall be calculated (as provided in
clause (c) below) based on the Exchange Property. In the event that holders of the Common Stock
have the opportunity to elect the form of consideration to be received in any such transaction, the
Conversion Obligation shall be determined based upon (i) the weighted average of the types and
amounts of consideration received by the holders of Common Stock that affirmatively make such an
election or (ii) if no holders of Common Stock affirmatively make such an election, the types and
amount of consideration actually received by such holders (subject to the Company’s right to settle
the Conversion Obligation in cash). The Company shall not become a party to any such transaction
unless its terms are consistent with the foregoing. However, if the transaction described above
also constitutes a Public Acquirer Change of Control, then the Company may in certain circumstances
elect to change the conversion right in the manner described in Section 10.01(d) in lieu of
changing the Conversion Right in the manner described in this Section 10.05(b).



(c) The Conversion Obligation in respect of any Securities converted following the effective
date of any such transaction shall be computed in the same manner as set forth in Section 10.02;
provided that, if the Securities become convertible into Exchange Property, the Closing Price of
the Common Stock shall be deemed to equal the sum of (A) 100% of the value of any Exchange Property
consisting of cash received per share of Common Stock, (B) the Closing Price of any Exchange
Property received per share of Common Stock consisting of securities that are traded on a U.S.
national securities exchange and (3) the fair market value of any other Exchange Property received
per share, as determined by three independent nationally recognized investment banks selected by
the Company for this purpose; provided further, that any amount of the Conversion Settlement
Distribution to be delivered in shares of Common Stock shall be paid in Exchange Property rather
than shares of Common Stock. If the Exchange Property includes more than one kind of property, the
amount of Exchange Property of each kind to be delivered shall be in the proportion that the value
of the Exchange Property (as calculated pursuant to Section 10.05(b)) of such kind bears to the
value of all such Exchange Property. If the foregoing calculations would require the Company to
deliver a fractional share or unit of Exchange Property to a Holder of Securities being converted,
the Company shall deliver cash in lieu of such fractional share or unit based on the value of the
Exchange Property.



(d) The Company shall cause notice of the execution of such supplemental indenture to be
mailed to each Holder of Securities, at its address appearing on the Security register provided for
in Section 2.03 of this Indenture, within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of such supplemental indenture.



(e) The above provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales
and conveyances. If this Section 10.05 applies to any event or occurrence, Section 10.04 shall not
apply.



Section 10.06. Taxes on Shares Issued. The issue of stock certificates on conversions of
Securities shall be made without charge to the converting Holder for any documentary, stamp or
similar issue or transfer tax in respect of the issue thereof, except for applicable withholding,
if any. The Company shall not, however, be required to pay any tax or duty which may be payable in
respect of any transfer involved in the issue and delivery of stock in any name other than that of
the Holder of any Securities converted, and the Company shall not be required to issue or deliver
any such stock certificate unless and until the Person or Persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.



Section 10.07. Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental
Requirements; Listing of Common Stock. (a) The Company shall provide, free from preemptive
rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of
Common Stock for the conversion of the Securities from time to time as such Securities are
presented for conversion.



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



(c) (i) The Company covenants that all shares of Common Stock which may be issued upon
conversion of Securities shall upon issue be fully paid and nonassessable by the Company and free
from all taxes, liens and charges with respect to the issue thereof.




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



Section 10.08. Responsibility of Trustee. The Trustee and any other Conversion Agent shall
not at any time be under any duty or responsibility to any Holder of Securities to determine the
Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate,
or with respect to the nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture provided to be employed,
in making the same. The Trustee and any other Conversion Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any
securities or property, which may at any time be issued or delivered upon the conversion of any
Security; and the Trustee and any other Conversion Agent make no representations with respect
thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the
Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Security for the purpose of conversion or
to comply with any of the duties, responsibilities or covenants of the Company contained in this
Article 10. Without limiting the generality of the foregoing, neither the Trustee nor any
Conversion Agent shall be under any responsibility to determine the correctness of any provisions
contained in any supplemental indenture entered into pursuant to Section 10.05 relating either to
the kind or amount of shares of stock or securities or property (including cash) receivable by
Holders upon the conversion of their Securities after any event referred to in such Section 10.05
or to any adjustment to be made with respect thereto, but, subject to the provisions of Section
7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be
protected in conclusively relying upon the Officer’s Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such supplemental indenture) with
respect thereto.



Section 10.09. Notice to Holders Prior to Certain Actions. In case:




(a) the Company shall declare a dividend (or any other distribution) on its Common
Stock that would require an adjustment in the Conversion Rate pursuant to Section 10.04; or




(b) the Company shall authorize the granting to the holders of all of its Common Stock
of rights, warrants or options to subscribe for or purchase any share of any class or any
other rights, warrants or options that would require an adjustment in the Conversion Rate
pursuant to Section 10.04(b); or




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




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



the Company shall cause to be filed with the Trustee and to be mailed to each Holder of Securities
at his address appearing on the register provided for in Section 2.03 of this Indenture, as
promptly as possible but in any event at least ten days prior to the applicable date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution of rights, warrants or options, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such dividend, distribution or
rights are to be determined, or (y) the date on which such reclassification, consolidation, merger,
or binding share exchange, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, or binding share exchange, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, or binding share exchange, sale, transfer, dissolution,
liquidation or winding up.



Section 10.10. Shareholder Rights Plan. To the extent that the Company has a rights plan in
effect upon conversion of the Securities into Common Stock, a Holder who converts securities shall
receive, in addition to the Common Stock, the rights under the rights plan, unless prior to any
conversion, the rights have separated from the Common Stock, in which case the Conversion Rate
shall be adjusted at the time of separation as if the Company distributed to all holders of Common
Stock shares of the Company’s Capital Stock, evidences of indebtedness or assets as described in
Section 10.04(c) above, subject to readjustment in the event of the expiration, termination or
redemption of such rights. A further adjustment shall occur as described in Section 10.04(c) if
such rights become exercisable to purchase different securities, evidences of indebtedness or
assets, subject to readjustment in the event of the expiration, termination or redemption of such
rights.



Section 10.11. Unconditional Right of Holders to Convert. Notwithstanding any other provision
in this Indenture, the Holder of any Security shall have the right, which is absolute and
unconditional, to convert its Security in accordance with this Article 10 and to bring an action
for the enforcement of any such right to convert, and such rights shall not be impaired or affected
without the consent of such Holder.



ARTICLE XI




[Reserved]




ARTICLE XII




Contingent Interest




Section 12.01. Contingent Interest. (a) The Company shall pay Contingent Interest with
respect to the Securities for any Contingent Interest Period if the average Trading Price of
Securities for the five consecutive Trading Days ending on the second Trading Day immediately
preceding the first day of the relevant Contingent Interest Period equals or exceeds 120% of the
principal amount of such Securities.



(b) The amount of Contingent Interest payable per $1,000 principal amount of Securities in
respect of any Contingent Interest Period shall equal 0.25% per annum calculated on the average
Trading Price of $1,000 principal amount of Securities during the relevant five Trading Day period
used to determine whether Contingent Interest must be paid.



(c) The Company shall be responsible for calculating the amounts of Contingent Interest, if
any, accrued on the Securities. The Company shall make any such calculations using the Trading
Price provided by the Bid Solicitation Agent. The Bid Solicitation Agent shall be entitled in its
sole discretion to consult with the Company and to request the assistance of the Company in
connection with the Bid Solicitation Agent’s duties pursuant to this Article 12, and the Company
agrees, if requested by the Bid Solicitation Agent, to cooperate with, and provide assistance to,
the Trustee in carrying out its duties under this Article 12.



Section 12.02. Payment of Contingent Interest. Payments of Contingent Interest shall be made
in the same manner, at the same time, and subject to the same restrictions, including those
restrictions in respect of accrued and unpaid interest on any Securities that are submitted for
conversion, as payments of Interest.



Section 12.03. Contingent Interest Notification. By the first Business Day of a Contingent
Interest Period for which Contingent Interest shall be payable, the Company shall disseminate a
press release containing this information or publish the information on its Website.



ARTICLE XIII




Miscellaneous




Section 13.01. Trust Indenture Act Controls. If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required to be included in this Indenture
by the TIA, the required provision of the TIA shall control.



Section 13.02. Notices. Any request, demand, authorization, notice, waiver, consent or
communication by the Company or the Trustee to the other is duly given if in writing and delivered
in person or mailed by first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission to the following facsimile numbers:




If to the Company:




Live Nation, Inc.




9348 Civic Center Drive




Beverly Hills, CA 90210




Attn: General Counsel




Facsimile: 310-867-7158




With a copy to:




Latham & Watkins LLP




633 West Fifth Street, Suite 4000




Los Angeles, CA 90071-2007




Attention: James Beaubien




Facsimile: 213-891-8763




If to the Trustee:




Wells Fargo Bank, N.A.




1445 Ross Avenue — 2nd Floor




Dallas, TX 75202-2812




Attn: Patrick Giordano, Corporate Trust Services




Facsimile: 214-777-4086



The Company or the Trustee by notice given to the other in the manner provided above may
designate additional or different addresses for subsequent notices or communications.



Except as otherwise expressly provided in this Indenture, any notice or communication given to
a Securityholder shall be delivered to the Securityholder, in accordance with the procedures of the
Registrar or by first class mail, postage prepaid, at the Securityholder’s address as it appears on
the registration books of the Registrar and shall be deemed to have been given on the date of
mailing.



Failure to mail a notice or communication to a Securityholder or any defect in it shall not
affect its sufficiency with respect to other Securityholders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not received by the addressee;
provided, however, that no notice to the Trustee shall be deemed to be duly given unless and until
the Trustee actually receives same at the address given above.



If the Company mails a notice or communication to the Securityholders, it shall mail a copy to
the Trustee and each Registrar, Paying Agent, Conversion Agent or co-registrar.



Section 13.03. Communication by Holders with Other Holders. Securityholders may communicate
pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this
Indenture or the Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section 312(c).



Section 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:




(1) an Officer’s Certificate stating that, in the opinion of the signer, all
conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and




(2) an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.



Section 13.05. Statements Required in Certificate or Opinion. Each Officer’s Certificate or
Opinion of Counsel with respect to compliance with a covenant or condition provided for in this
Indenture shall include:




(1) a statement that each person making such Officer’s Certificate or Opinion of
Counsel has read such covenant or condition;




(2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such Officer’s Certificate or Opinion of
Counsel are based;




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




(4) a statement that, in the opinion of such person, such covenant or condition has
been complied with.



Section 13.06. Separability Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



Section 13.07. Rules by Trustee, Paying Agent, Conversion Agent and Registrar. The Trustee
may make reasonable rules for action by or a meeting of Securityholders. The Registrar, the
Conversion Agent and the Paying Agent may make reasonable rules for their functions.



Section 13.08. Legal Holidays. A “legal holiday” is any day other than a Business Day. If
any specified date (including a date for giving notice) is a legal holiday, the action shall be
taken on the next succeeding day that is not a legal holiday, and, if the action to be taken on
such date is a payment in respect of the Securities, no interest shall accrue with respect to such
payment for the intervening period.



Section 13.09. Governing Law. THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



Section 13.10. No Recourse Against Others. A director, officer, employee, incorporator,
stockholder or partner, as such, of the Company shall not have any liability for any obligations of
the Company under the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each Securityholder shall
waive and release all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.



Section 13.11. Successors. All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall bind its
successor.



Section 13.12. Execution in Counterparts. This Indenture may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to this Indenture by
telecopier shall be effective as delivery of a manually executed counterpart of this Indenture.



Section 13.13. Multiple Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Indenture.



Section 13.14. Benefits of Indenture. Nothing in this Indenture or in the Securities, express
or implied, shall give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.



Section 13.15. No Adverse Interpretation of Other Agreements. This Indenture may not be used
to interpret any other indenture, loan or debt agreement of the Company or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture.



Section 13.16. Calculations in Respect of Securities. The Company or its agents shall be
responsible for making all calculations called for under the Securities including, but not limited
to, determination of the market prices for the Securities and of the Common Stock and the amounts
of Interest, Contingent Interest and Additional Amounts, if any, accrued on the Securities. The
Company shall make all calculations in good faith. Any calculations made in good faith and without
manifest error shall be final and binding on Holders of the Securities. The Company or its agents
shall be required to deliver to the Trustee and the Conversion Agent, upon the request of the
Trustee or the Conversion Agent, a schedule of its calculations and each of the Trustee and the
Conversion Agent shall be entitled to conclusively rely upon the accuracy of such calculations
without independent verification. The Trustee will forward such calculations to any Holder upon
the request of such Holder.



Section 13.17. Table of Contents, Cross Reference Sheet and Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not intended to be considered a part hereof and
shall not modify or restrict any of the terms or provisions hereof.



Section 13.18. Force Majeure. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



4




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




LIVE NATION, INC.



	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	By:
	 	/s/ Michael Rapino
	 	

	 	 	 	 	 	 	 
	
 
	 	 	 	 	 	Name:

Title:
	 	Michael Rapino

Chief Executive Officer
	Attestation: /s/ Michael Rowles
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

Title:

	 	Michael Rowles

Executive Vice President,

General Counsel and Secretary
	 	





	 	





	 	











5




	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	WELLS FARGO BANK, N.A.,
	 	as Trustee
	 	

	
 
	 	 	 	By:
	 	/s/ Patrick T. Giordano
	 	

	
 
	 	 	 	 	 	 
	 	 
	
 
	 	 	 	 	 	Name:

Title:
	 	Patrick T. Giordano

Vice President






6




EXHIBIT A




[FORM OF FACE OF GLOBAL SECURITY]




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



TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY
TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



[NEITHER THIS SECURITY NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR THE SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY, NOR ANY INTEREST OR PARTICIPATION HEREIN OR
THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT
AND ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE
TRANSFER THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY, PRIOR TO THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144(k) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION), ONLY (A) TO LIVE NATION, INC. (THE “ISSUER”), (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) IN COMPLIANCE WITH RULE 144A TO
A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM; AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE
TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY UNDER
RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).]



[The foregoing legend may be removed from this Security upon the earlier of the transfer of
this Security pursuant to clause 2(B) above or upon the transfer of this Security under Rule 144
under the Securities Act of 1933 (or any successor provision).]



THIS SECURITY IS BEING ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE FOR THIS SECURITY IS $1,000 PER $1,000
OF PRINCIPAL AMOUNT AND THE ISSUE DATE FOR THIS SECURITY IS JULY 16, 2007. THIS SECURITY IS
SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT
INSTRUMENTS. THE COMPARABLE YIELD FOR THIS SECURITY IS 9.40% PER ANNUM, COMPOUNDED SEMI-ANNUALLY
(WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).
FOR INFORMATION REGARDING THE PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY, HOLDERS SHOULD CONTACT
THE INVESTOR RELATIONS OF LIVE NATION, INC. AT 9348 CIVIC CENTER DRIVE, BEVERLY HILLS, CA 90210.



Pursuant to Section 2.15 of the Indenture, the foregoing legend is required for U.S. federal
income tax purposes.



7



LIVE NATION, INC.




2.875% Convertible Senior Notes Due 2027




CUSIP: [538034 AA7]1 [538034 AB5]2



Principal Amount: $$ [ ]



No.



LIVE NATION, INC., a Delaware corporation, promises to pay to Cede & Co. or registered
assigns, the principal amount of [ ] Dollars ($[ ]) (as modified by the Schedule of Increases and
Decreases of Global Security attached hereto), on July 15, 2027.



Interest Rate: 2.875% per year.



Interest Payment Dates: January 15 and July 15 of each year, commencing January 15, 2008.



Interest Record Date: January 1 and July 1 of each year.



Reference is hereby made to the further provisions of this Security set forth on the reverse
side of this Security, which further provisions shall for all purposes have the same effect as if
set forth at this place.



1 144A CUSIP




	2	 	Unrestricted CUSIP




8









IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



Dated: July 16, 2007




LIVE NATION, INC.




By:

Name:

Title:




Attestation:



Name:



Title:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



WELLS FARGO BANK, N.A.,



as Trustee, certifies that this is one



of the Securities referred to in the



within-mentioned Indenture.



By     



Authorized Officer



Dated: July 16, 2007



9



[FORM OF REVERSE OF GLOBAL SECURITY]




2.875% Convertible Senior Notes Due 2027




This Security is one of a duly authorized issue of 2.875% Convertible Senior Notes Due 2027
(the “Securities”) of Live Nation, Inc., a Delaware corporation (including any successor
corporation under the Indenture hereinafter referred to, the “Company”), issued under an Indenture,
dated as of July 16, 2007 (the “Indenture”), between the Company and Wells Fargo Bank, N.A., as
trustee (the “Trustee”). The terms of the Security include those stated in the Indenture, those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”), and
those set forth in this Security. This Security is subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Security and the terms
of the Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined
herein have the meanings assigned to them in the Indenture unless otherwise indicated.



1. Interest.



The Securities shall bear interest on the principal amount thereof at a rate of 2.875% per
year. The Company shall pay Contingent Interest, if any, as set forth in the Indenture and in
Section 3 hereof. The Company shall also pay Additional Amounts, if any, as set forth in Sections
4.07 and 6.03 of the Indenture and the Registration Rights Agreement.



Interest shall be payable semi-annually in arrears on each Interest Payment Date to Holders at
the close of business on the preceding Interest Record Date. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months. Interest shall accrue from July 16,
2007, or from the most recent date to which Interest has been paid or duly provided for. If any
Interest Payment Date, Stated Maturity, Redemption Date, Repurchase Date or Fundamental Change
Repurchase Date falls on a day that is not a Business Day, then the required payment shall be made
on the next succeeding Business Day with the same force and effect as if made on the date that such
payment was due, and no additional interest will accrue on that payment for the period from and
after the Interest Payment Date, Stated Maturity, Redemption Date, Repurchase Date or Fundamental
Change Repurchase Date, as the case may be, to that next succeeding Business Day.



The Company shall pay Interest to the Securityholder of record on the Interest Record Date
even if the Company elects to redeem or Securityholders elect to require the Company to repurchase,
the Securities on a date that is after an Interest Record Date but on or prior to the corresponding
Interest Payment Date. In that instance, the Company shall pay accrued and unpaid Interest on the
Securities being redeemed to, but not including, the Redemption Date, the Repurchase Date or the
Fundamental Change Repurchase Date, as the case may be, to the Securityholder of record on the
Interest Record Date.



If the principal amount of any Security, or any accrued and unpaid Interest, Contingent
Interest, if any, or Additional Amounts, if any, are not paid when due (whether upon acceleration
pursuant to Section 6.02 of the Indenture, upon the date set for payment of the Redemption Price
pursuant to Section 5 hereof, upon the date set for payment of the Repurchase Price or Fundamental
Change Repurchase Price pursuant to Section 6 hereof, upon the Stated Maturity of the Securities or
upon the Interest Payment Dates, then in each such case the overdue amount shall, to the extent
permitted by law, bear cash interest at the rate of 2.875% per annum, compounded semiannually,
which interest shall accrue from the date such overdue amount was originally due to the date
payment of such amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable in cash on demand but if not so demanded shall be paid quarterly to the
Holders on the last day of each quarter.



2. Method of Payment.



Except as provided below, the Company shall pay Interest, including Contingent Interest, if
any, and Additional Amounts, if any, on (i) Global Securities, to DTC, or its nominee, as the case
may be, as the registered owner thereof, in immediately available funds, (ii) any Certificated
Security having an aggregate principal amount of $2,000,000 or less, by check mailed to the Holder
of such Security and (iii) any Certificated Security having an aggregate principal amount of more
than $2,000,000, by wire transfer in immediately available funds if requested by the Holder of any
such Security at least five business days prior to the relevant Interest Payment Date.



At Stated Maturity, the Company shall pay Interest on Certificated Securities at the Company’s
office or agency maintained for that purpose, which initially shall be the Corporate Trust Office
of the Trustee.



Subject to the terms and conditions of the Indenture, the Company shall make payments in cash
in respect of Redemption Prices, Repurchase Prices, Fundamental Change Repurchase Prices and at
Stated Maturity to Holders who surrender Securities to a Paying Agent to collect such payments in
respect of the Securities. The Company shall pay cash amounts in money of the United States that at
the time of payment is legal tender for payment of public and private debts. However, the Company
may make such cash payments by check payable in such money.



3. Contingent Interest



The Company shall pay Contingent Interest under the circumstances and in the amounts described
in Article 12 of the Indenture. Such Contingent Interest, if any, shall be payable in the same
manner, at the same time, and subject to the same restrictions, including those restrictions in
respect of accrued and unpaid interest on any Securities that are submitted for conversion, as
payments of Interest.



4. Indenture.



The Securities are general unsecured obligations of the Company limited to $220,000,000
aggregate principal amount. The Indenture does not limit other indebtedness of the Company, secured
or unsecured.



5. Redemption at the Option of the Company.



No sinking fund is provided for the Securities. The Securities are redeemable for cash at the
option of the Company, in whole or in part, at any time or from time to time on or after July 20,
2014 upon not less than 30 nor more than 60 days’ notice by mail for a redemption price (the
“Redemption Price”) equal to the principal amount of those Securities plus accrued and unpaid
Interest, accrued and unpaid Contingent Interest, if any, and Additional Amounts, if any, on those
Securities up to, but not including, the Redemption Date.



In no event shall any Security be redeemable before July 20, 2014.



6. Purchase By the Company at the Option of the Holder.



Subject to the terms and conditions of the Indenture, the Company shall become obligated to
repurchase, at the option of the Holder, all or any portion of the Securities held by such Holder
on July 15, 2014, July 15, 2017 and July 15, 2022 in integral multiples of $1,000 at a Repurchase
Price equal to 100% of the principal amount of those Securities plus accrued and unpaid Interest,
accrued and unpaid Contingent Interest, if any, and Additional Amounts, if any, on those Securities
up to, but not including, the Repurchase Date. To exercise such right, a Holder shall deliver to
the Paying Agent a Repurchase Notice containing the information set forth in the Indenture, at any
time from the opening of business on the date that is 20 Business Days prior to such Repurchase
Date until the close of business on the Repurchase Date, and shall deliver the Securities to the
Paying Agent as set forth in the Indenture.



At the option of the Holder and subject to the terms and conditions of the Indenture, the
Company shall become obligated to repurchase the Securities held by such Holder after the
occurrence of a Fundamental Change for a Fundamental Change Repurchase Price equal to the principal
amount of those Securities plus accrued and unpaid Interest, accrued and unpaid Contingent
Interest, if any, and Additional Amounts, if any, on those Securities up to, but not including, the
Fundamental Change Repurchase Date.



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



If cash sufficient to pay the Repurchase Price or Fundamental Change Repurchase Price, as the
case may be, of all Securities or portions thereof to be purchased as of the Repurchase Date or the
Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent,
Interest, Contingent Interest, if any, and Additional Amounts, if any, shall cease to accrue on
such Securities (or portions thereof) on and following such Repurchase Date or Fundamental Change
Repurchase Date, and the Holder thereof shall have no other rights as such other than the right to
receive the Repurchase Price or Fundamental Change Repurchase Price upon surrender of such
Security.



7. Notice of Redemption.



Notice of redemption pursuant to Section 5 of this Security shall be mailed at least 30 days
but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder’s registered address. If money sufficient to pay the Redemption Price of all Securities
(or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent
prior to or on the Redemption Date, immediately on and after such Redemption Date, Interest,
Contingent Interest, if any, and Additional Amounts, if any, shall cease to accrue on such
Securities or portions thereof. Securities in denominations larger than $1,000 principal amount may
be redeemed in part but only in integral multiples of $1,000 of principal amount.



8. Conversion.



Subject to the occurrence of certain events and in compliance with the provisions of the
Indenture (including, without limitation, the conditions to conversion of this Security set forth
in Section 10.01 thereof), a Holder is entitled, at such Holder’s option, to convert the Holder’s
Security (or any portion of the principal amount thereof that is $1,000 or an integral multiple of
$1,000), into fully paid and nonassessable shares of Common Stock (or cash or a combination of cash
and shares of Common Stock, at the Company’s election as provided in the Indenture) at the
Conversion Rate in effect at the time of conversion. The Company may irrevocably elect net share
settlement of the Securities as provided in the Indenture.



The Company shall notify Holders of any event triggering the right to convert the Securities
as specified in the Indenture.



A Security in respect of which a Holder has delivered a Repurchase Notice or Fundamental
Change Repurchase Notice, as the case may be, exercising the option of such Holder to require the
Company to purchase such Security, may be converted only if such Repurchase Notice or Fundamental
Change Repurchase Notice, as the case may be, is withdrawn in accordance with the terms of the
Indenture.



The initial Conversion Rate is 36.8395 shares of Common Stock per $1,000 principal amount,
subject to adjustment in certain events described in the Indenture. The Conversion Rate shall not
be adjusted for any accrued and unpaid Interest, accrued and unpaid Contingent Interest, if any, or
accrued and unpaid Additional Amounts, if any. Upon conversion, no payment shall be made by the
Company with respect to accrued and unpaid Interest and accrued and unpaid Contingent Interest or
Additional Amounts, if any; provided that if a Conversion Date with respect to any Security occurs
between an Interest Record Date for the payment of Interest (including Contingent Interest and
Additional Amounts, if any) but prior to the corresponding Interest Payment Date, Interest,
Contingent Interest, if any, and Additional Amounts, if any, will be paid to the Holder of record
of such Security on such Interest Record Date. Instead, such amount shall be deemed paid by the
cash and shares of Common Stock, if any, delivered upon conversion of any Security. In addition, no
payment or adjustment shall be made in respect of dividends on the Common Stock, except as set
forth in the Indenture.



In addition, following certain corporate transactions as set forth in Section 10.01(c) of the
Indenture that occur prior to July 20, 2014, and that also constitute a Change of Control, a Holder
who elects to convert its Securities in connection with such corporate transaction shall be
entitled to receive Additional Shares of Common Stock upon conversion. Notwithstanding the
previous sentence, in the case of a Public Acquirer Change of Control, the Company may, in lieu of
increasing the Conversion Rate by Additional Shares, elect to adjust the Conversion Rate and
Conversion Obligation such that from and after the effective date of such Public Acquirer Change of
Control, Holders of the Securities shall be entitled to convert their Securities into a number of
shares of Public Acquirer Common Stock (or cash or a combination of cash and shares of Public
Acquirer Common Stock, at the Company’s election as provided in the Indenture), as determined
pursuant to Section 10.01(d) of the Indenture.



To surrender a Security for conversion, a Holder must (1) complete and manually sign the
Conversion Notice attached hereto (or complete and manually sign a facsimile of such notice) and
deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent,
(3) furnish appropriate endorsements and transfer documents, (4) if required by Section 10.02(l) of
the Indenture, pay Interest, Contingent Interest and Additional Amounts and (5) pay any transfer or
similar tax, if required.



No fractional shares of Common Stock shall be issued upon conversion of any Security. Instead
of any fractional share of Common Stock that would otherwise be issued upon conversion of such
Security, the Company shall pay a cash adjustment as provided in the Indenture.



In the event that the Company (i) is a party to a consolidation, merger, binding share
exchange or combination, (ii) reclassifies the Common Stock, (iii) sells or conveys all or
substantially all of its property or assets to any Person, and as a result of any such event the
holders of Common Stock would be entitled to receive Exchange Property for their Common Stock, upon
conversion of the Securities after the effective date of such event, the Conversion Obligation and
the Conversion Settlement Distribution shall be based on the applicable Conversion Rate and the
Exchange Property, in each case in accordance with the Indenture.



9. Trustee, Paying Agent and Conversion Agent



Initially, the Trustee shall act as Paying Agent, Conversion Agent and Registrar. The Company
may appoint and change any Paying Agent, Conversion Agent or Registrar without notice, other than
notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act
as Paying Agent, Conversion Agent or Registrar.



10. Denominations; Transfer; Exchange.



The Securities are in fully registered form, without coupons, in denominations of $1,000 of
principal amount and integral multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not transfer or exchange any Securities selected for
redemption (except, in the case of a Security to be redeemed in part, the portion of the Security
not to be redeemed) for a period of 15 days before the mailing of a notice of redemption of
Securities to be redeemed or any Securities in respect of which a Repurchase Notice or Fundamental
Change Repurchase Notice has been given and not withdrawn (except, in the case of a Security to be
purchased in part, the portion of the Security not to be purchased).



11. Persons Deemed Owners.



The registered Holder of this Security may be treated as the owner of this Security for all
purposes.



12. Amendment; Waiver.



Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities
may be amended with the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Securities and (ii) certain Events of Defaults may be waived
with the written consent of the Holders of a majority in aggregate principal amount of the
outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the
consent of any Securityholder, the Company and the Trustee may amend the Indenture or the
Securities (i) to add guarantees with respect to the Securities or secure the Securities, (ii) to
provide for the assumption by a successor Person of the Company’s obligations to the Holders of
Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other
disposition pursuant to Article 5 of the Indenture, (iii) to surrender any right or power conferred
upon the Company in the Indenture (including the Company’s right to elect to pay cash upon
conversion in lieu of Common Stock and the Company’s right to make a Net Share Settlement
Election), (iv) to add to the covenants or Events of Default of the Company for the benefit of the
Holders of Securities, (v) to cure any ambiguity or to correct or supplement any provision in the
Indenture which may be inconsistent with any other provision in the Indenture or which is otherwise
defective; provided, however, that any such change or modification does not, in the good faith
opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the
Trustee, adversely affect the interests of the Holders of Securities, (vi) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the Indenture under the
TIA, (vii) to establish the form of Securities if issued in definitive form, (viii) to evidence and
provide for the acceptance of the appointment under the Indenture of a successor Trustee, (ix) to
provide for uncertificated Securities in addition to or in place of Certificated Securities;
provided, however, that uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that uncertificated Securities are described in
Section 163(f)(2)(B) of the Code, (x) to conform, as necessary, the Indenture and this Security to
the “Description of Notes” as set forth in the Offering Memorandum, (xi) to provide for conversion
rights of Holders of Securities if any reclassification or change of the Company’s Common Stock or
any consolidation, merger, sale, lease or other disposition of all or substantially all of the
Company’s assets occurs, and (xii) to change the Conversion Rate in accordance with the Indenture;
provided, however, that any increase in the Conversion Rate other than pursuant to Article 10 shall
not adversely affect the interests of the Holders of Securities (after taking into account U.S.
federal income tax and other consequences of such increase).



13. Defaults and Remedies.



If any Event of Default with respect to Securities shall occur and be continuing, the
principal amount of the Securities and any accrued and unpaid Interest, accrued and unpaid
Contingent Interest, if any, and accrued and unpaid Additional Amounts, if any, on all the
Securities may be declared due and payable in the manner and with the effect provided in the
Indenture; provided that, in respect of defaults of the Company’s reporting obligations under the
Indenture, the Company may elect in certain circumstances and for specified periods to pay
Additional Amounts as the sole and exclusive remedy for such defaults.



14. Trustee Dealings with the Company.



Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise
deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.



15. Calculations in Respect of Securities.



The Company or its agents shall be responsible for making all calculations called for under
the Securities including, but not limited to, determination of the market prices for the Securities
and of the Common Stock and the amounts of Interest, Contingent Interest and Additional Amounts, if
any, accrued on the Securities. The Company shall make all calculations in good faith. Any
calculations made in good faith and without manifest error shall be final and binding on Holders of
the Securities. The Company or its agents shall be required to deliver to the Trustee and the
Conversion Agent a schedule of its calculations and each of the Trustee and the Conversion Agent
shall be entitled to conclusively rely upon the accuracy of such calculations without independent
verification. The Trustee will forward such calculations to any Holder upon the request of such
Holder.



16. No Stockholder Rights for Holders of Securities



Holders of Securities, as such, do not have any rights as stockholders of the Company
(including, without limitation, voting rights and rights to receive any dividends or other
distributions on the Common Stock).



17. No Personal Liability of Directors, Officers, Employees and Stockholders



No director, officer, employee, incorporator, stockholder or partner of the Company, as such,
has any liability for any obligation of the Company under the Securities, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Securities by accepting a Security waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Securities. The waiver may not be effective to
waive liabilities under the federal securities laws.



18. Unclaimed Money



If money deposited with the Trustee or Paying Agent for the payment of principal of, premium,
if any, or accrued and unpaid Interest on, the Securities remains unclaimed for two years, the
Trustee and Paying Agent will pay the money back to the Company upon the Company’s written request.
However, the Trustee and Paying Agent have the right to withhold paying the money back to the
Company until they publish (in no event later than five days after the Company requests repayment)
in a newspaper of general circulation in The City of New York, or mail to each registered Holder, a
notice stating that the money will be paid back to the Company if unclaimed after a date no less
than 30 days from the publication or mailing. After the Trustee or Paying Agent pays the money
back to the Company, Holders of Securities entitled to the money must look to the Company for
payment as general creditors, subject to applicable law, and all liability of the Trustee and the
Paying Agent with respect to the money will cease.



19. U.S. Federal Income Tax Treatment.



This Security is being issued with an indeterminate amount of original issue discount for U.S.
federal income tax purposes. The issue price for this Security is $1,000 per $1,000 principal
amount and the issue date for this Security is July 16, 2007. The comparable yield for this
Security is 9.40% per annum, compounded semi-annually (which will be treated as the yield to
maturity for U.S. federal income tax purposes). For information regarding the projected payment
schedule for the Securities, Holders should contact the Investor Relations of Live Nation, Inc. at
9348 Civic Center Drive, Beverly Hills, CA 90210.



The Company agrees, and by acceptance of a Security, each Holder hereof is deemed to have
agreed, with respect to each of the matters set forth below, as follows:




Tax Treatment:




(i) to treat the Securities as indebtedness of the Company for all tax purposes;




(ii) to treat the Securities as indebtedness that are subject to the special U.S.
Treasury Regulations governing contingent payment debt instruments; and




(iii) to treat any payment to and receipt by a Holder, upon conversion of a
Security, of cash, Common Stock or other property, as a contingent payment of such
cash or the fair market value of such Common Stock or other property under U.S.
Treasury Regulation section 1.1275-4(b) that will result in an adjustment under
U.S. Treasury Regulation section 1.1275-4(b)(3)(iv) and U.S. Treasury Regulation
section 1.1275-4(b)(6).




(b) Comparable Yield and Projected Payment Schedule. Solely for purposes of applying U.S.
Treasury Regulation section 1.1275-4 to the Securities:




(i) for United States federal income tax purposes, to accrue interest with respect
to outstanding Securities pursuant to the “noncontingent bond method,” as set forth
in U.S. Treasury Regulation section 1.1275-4(b), regardless of the usual method of
tax accounting of any Holder, based on the comparable yield of the Securities as
described below;




(ii) the comparable yield, as defined in U.S. Treasury Regulation
section 1.1275-4(b)(4)(i), for the Securities is 9.40%, compounded semi-annually;




(iii) the projected payment schedule, as defined in U.S. Treasury Regulation
section 1.1275-4(b)(4)(ii), is the schedule found at Annex A of the Indenture; and




(iv) the Company acknowledges and agrees, and each Holder and any beneficial owner
of a Security, by its purchase of a Security shall be deemed to acknowledge and
agree, that (A) the projected payment schedule is determined on the basis of an
assumption of linear growth of the stock price, (B) the comparable yield and the
projected payment schedule are not determined for any other purpose other than for
the purposes of applying U.S. Treasury Regulation section 1.1275-4(b) to the
Securities and (C) the comparable yield and the projected payment schedule do not
constitute a projection or representation regarding the actual amounts payable on
the Securities.



20. Authentication.



This Security shall not be valid until an authorized signatory of the Trustee manually signs
the Trustee’s Certificate of Authentication on the other side of this Security.



21. Abbreviations.



Customary abbreviations may be used in the name of a Securityholder or an assignee, such as
TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift
to Minors Act).



22. Governing Law.



THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY.



23. Copy of Indenture.



The Company shall furnish to any Securityholder upon written request and without charge a copy
of the Indenture which has in it the text of this Security in larger type. Requests may be made to:



	 	 	 
	[24.

	 	Live Nation, Inc.

9348 Civic Center Drive

Beverly Hills, CA 90210

Attn: Investor Relations

Facsimile No.: 310-975-6909

Registration Rights.






The Holders of the Securities are entitled to the benefits of a Registration Rights Agreement,
dated as of July 16, 2007, between the Company and Banc of America Securities LLC and J.P. Morgan
Securities Inc., as representatives of the initial purchasers, including the right to receive
Additional Amounts upon a Registration Default (as defined in such agreement).]3




	3	 	This Section to be included only if the
Security is a Restricted Security.




10









	 	 	 	 	 
	ASSIGNMENT FORM
	 	CONVERSION NOTICE
	To assign this Security, fill in the
	 	To convert this Security,
	form below:
	 	check the box [   ]
	 
	 	To convert only part of this
	 
	 	Security, state the
	 
	 	principal amount to be
	 
	 	converted (which must be
	 
	 	$1,000 or an integral
	 
	 	multiple of $1,000):
	I or we assign and transfer this
	 	If you want the stock
	Security to
	 	certificate made out in
	______________________________
	 	another person’s name fill
	____________________
	 	in the form below:
	(Insert assignee’s soc. sec. or tax ID
	 	 	—	 
	no.)
	 	 	—	 
	_____________________________
	 	(Insert the other person’s
	_____________________________
	 	soc. sec. tax ID no.)
	_____________________________
	 	 	—	 
	(Print or type assignee’s name,
	 	 	—	 
	address and zip code)
	 	 	—	 
	and irrevocably appoint
	 	 	—	 
	____________________ agent to
	 	 	—	 
	transfer this Security on the books of
	 	(Print or type other
	the Company. The agent may substitute
	 	person’s name, address and
	another to act for him.
	 	zip code)
	 
	 	 	 	 






Date:      Your Signature:      



     



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



Signature Guaranteed



     



Participant in a Recognized Signature



Guarantee Medallion Program



By:     



Authorized Signatory



11



SCHEDULE OF INCREASES AND DECREASES




OF GLOBAL SECURITY




	 	 	 	 	 
	Initial Principal Amount of Global Security: [
	 	] Dollars
	($[

	 	]).
	 	







	 	 	 	 	 	 	 	 	 
	Date

	 	Amount of Increase

in Principal Amount

of Global Security
	 	Amount of Decrease

in Principal Amount

of Global Security
	 	Principal Amount of

Global Security

After Increase or

Decrease
	 	

Notation by

Registrar or

Security Custodian
	 

	 	 
	 	 
	 	 
	 	 






12




EXHIBIT B




[FORM OF FACE OF CERTIFICATED SECURITY]




[NEITHER THIS SECURITY NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR THE SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY, NOR ANY INTEREST OR PARTICIPATION HEREIN OR
THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT
AND ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE
TRANSFER THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY, PRIOR TO THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144(k) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION), ONLY (A) TO LIVE NATION, INC. (THE “ISSUER”), (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) IN COMPLIANCE WITH RULE 144A TO
A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM; AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE
TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY UNDER
RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).]



[The foregoing legend may be removed from this Security upon the earlier of the transfer of
this Security pursuant to clause 2(B) above or upon the transfer of this Security under Rule 144
under the Securities Act of 1933 (or any successor provision).]



THIS SECURITY IS BEING ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE FOR THIS SECURITY IS $1,000 PER $1,000
OF PRINCIPAL AMOUNT AND THE ISSUE DATE FOR THIS SECURITY IS JULY 16, 2007. THIS SECURITY IS
SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT
INSTRUMENTS. THE COMPARABLE YIELD FOR THIS SECURITY IS 9.40% PER ANNUM, COMPOUNDED SEMI-ANNUALLY
(WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).
FOR INFORMATION REGARDING THE PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY, HOLDERS SHOULD CONTACT
THE INVESTOR RELATIONS OF LIVE NATION, INC. AT 9348 CIVIC CENTER DRIVE, BEVERLY HILLS, CA 90210.



Pursuant to Section 2.15 of the Indenture, the foregoing legend is required for U.S. federal
income tax purposes.



13



LIVE NATION, INC.




2.875% Convertible Senior Notes Due 2027




CUSIP: [538034 AA7]4 [538034 AB5]5



Principal Amount: $ [ ]



No.



LIVE NATION, INC., a Delaware corporation, promises to pay to [     ] or registered
assigns, the principal amount of [     ]($[ ]), on July 15, 2027.



Interest Rate: 2.875% per year.



Interest Payment Dates: January 15 and July 15 of each year, commencing January 15, 2008.



Interest Record Date: January 1 and July 1 of each year.



Reference is hereby made to the further provisions of this Security set forth on the reverse
side of this Security, which further provisions shall for all purposes have the same effect as if
set forth at this place.



4 144A CUSIP




	5	 	Unrestricted CUSIP




14









IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 
	Dated: [

	 	     ]
	 	

LIVE NATION, INC.
	 	



	
 
	 	 	 	By:
	 	

	
 
	 	 	 	 	 	 
	
 
	 	 	 	 	 	Name:
	
 
	 	 	 	 	 	Title:
	Attestation:

	 	

	 	

	 	

	
 
	 	 
	 	 
	 	







Name:



Title:



	 	 	 
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION

	WELLS FARGO BANK, N.A.,

	 	

	as Trustee, certifies that this is one

	of the Securities referred to in the

	within-mentioned Indenture.

	 	

	By__________________________________

	Authorized Officer

Dated: [

	 	

     ]






15




[FORM OF REVERSE OF CERTIFICATED SECURITY IS IDENTICAL TO EXHIBIT A]




16




EXHIBIT C




LIVE NATION, INC.




2.875% Convertible Senior Notes Due 2027




Transfer Certificate




In connection with any transfer of any of the Securities within the period prior to the
expiration of the holding period applicable to the sales thereof under Rule 144(k) under the
Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the
undersigned registered owner of this Security hereby certifies with respect to $     
principal amount of the above-captioned Securities presented or surrendered on the date hereof (the
“Surrendered Securities”) for registration of transfer, or for conversion where the securities
issuable upon such conversion are to be registered in a name other than that of the undersigned
registered owner (each such transaction being a “transfer”), that such transfer complies with the
restrictive legend set forth on the face of the Surrendered Securities for the reason checked
below:




	 	 	 	[_] A transfer of the Surrendered Securities is made to the Company; or






	 	 	 	[_] The transfer of the Surrendered Securities is pursuant to an effective
registration statement under the Securities Act; or






	 	 	 	[_] The transfer of the Surrendered Securities complies with Rule 144A under the
Securities Act; or






	 	 	 	[_] The transfer of the Surrendered Securities is pursuant to Rule 144 under the
Securities Act and each of the conditions set forth in such rule have been met;





and unless the box below is checked, the undersigned confirms that, to the undersigned’s knowledge,
such Securities are not being transferred to an “affiliate” of the Company as defined in Rule 144
under the Securities Act (an “Affiliate”).



17



	 	 	 	 	 	 	 	 	 
	      [_]The transferee is an Affiliate of the Company.

	DATE:
	 	 	 	 	 	 	—	 
	      Signature(s)







(If the registered owner is a corporation, partnership or fiduciary, the title of the person
signing on behalf of such registered owner must be stated.)



Signature Guaranteed



     



Participant in a Recognized Signature



Name:



Address:



Tax I.D.:



18




EXHIBIT D




LIVE NATION, INC.




NOTICE OF REDEMPTION




[DATE]



To the Holders of the 2.875% Convertible Senior Notes Due 2027 issued by Live Nation, Inc.:



Live Nation, Inc. (the “Issuer”) by this written notice hereby exercises, pursuant to Section
3.01 of that certain Indenture (the “Indenture”), dated as of July 16, 2007, between the Issuer and
Wells Fargo Bank, N.A., its right to redeem $[     ] of its 2.875% Convertible Senior Notes Due
2027 (the “Securities”). All capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture.



1. Redemption Date: [     ,      ]



2. Redemption Price: $[     ]



3. Conversion Rate: Each $1,000 principal amount of the Securities is convertible at your option
into [[insert number of shares] shares of the Issuer’s common stock, no par value (the “Common
Stock”)] [other mix of cash and Common Stock], subject to adjustment, during the period described
below.



4. Paying Agent and Conversion Agent: [NAME] [ADDRESS]



5. The Securities called for redemption may be converted at your option at any time from the date
of this Notice of Redemption until 5:00 p.m. on the Business Day immediately prior to the
Redemption Date set forth above.



6. The Securities called for redemption and not converted at your election prior to 5:00 p.m. on
the Business Day immediately prior to Redemption Date set forth above shall be redeemed on the
Redemption Date.



7. If you elect to convert your Securities, you must satisfy the requirements for conversion set
forth in your Securities.



8. Your Securities called for redemption must be surrendered by you (by effecting book-entry
transfer of the Securities or delivering Certificated Securities, together with necessary
endorsements, as the case may be) to [Name of Paying Agent] at [insert address] in order for you to
collect the Redemption Price.



9. [The Securities bearing the following Certificate Number(s) in the principal amount set forth
below opposite such Certificate Number(s) are being redeemed:



Certificate Number(s) Principal Amount]



10. Unless the Company defaults in making the payment of the Redemption Price owed to you,
Interest, Contingent Interest, if any, and Additional Amounts, if any, on your Securities called
for redemption shall cease to accrue on and after the Redemption Date.



	 	 	 	 	 	 	 
	11.

	 	CUSIP Number:
	 	[ ]
	 	

	
 
	 	 	 	 	 	LIVE NATION, INC.






19




EXHIBIT E




LIVE NATION, INC.




NOTICE OF REPURCHASE




[DATE]



To the Beneficial Owners of the 2.875% Convertible Senior Notes Due 2027 (the “Securities”) issued
by Live Nation, Inc.:



Live Nation, Inc. (the “Issuer”) by this written notice hereby notifies you, pursuant to
Section 3.07 of that certain Indenture (the “Indenture”), dated as of July 16, 2007, between the
Issuer and Wells Fargo Bank, N.A., that you may request the Issuer to repurchase your Securities by
delivery of a Repurchase Notice. Included herewith is the form of Repurchase Notice to be completed
by you if you wish to have your Securities repurchased by the Issuer. All capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Indenture.



	 	 	 	 	 	 	 
	1.

2.

	 	Repurchase Date:

Repurchase Price:
	 	[

[
	 	]

]






3. Conversion Rate: To the extent described in Item 5 below, each $1,000 principal amount of the
Securities is convertible into [[insert number of shares] shares of the Issuer’s common stock, no
par value (the “Common Stock”)] [other mix of cash and Common Stock], subject to adjustment.



4. Paying Agent and Conversion Agent: [NAME] [ADDRESS]



5. The Securities as to which you have delivered a Repurchase Notice to the Paying Agent may be
converted if they are otherwise convertible pursuant to Article 10 of the Indenture and the terms
of the Securities only if you withdraw such Repurchase Notice pursuant to the terms of the
Indenture. You may be entitled to have your Securities converted into [mix of conversion
consideration]:




(i) prior to January 15, 2027, and during any fiscal quarter commencing after September 30,
2007 (and only during such quarter, if the Closing Price (as defined in the Indenture) of
the Issuer’s Common Stock for at least 20 Trading Days in the 30 Trading-Day period ending
on the last Trading Day of the preceding fiscal quarter was 130% or more of the Conversion
Price (as defined in the Indenture) on such Trading Day;




(ii) prior to January 15, 2027, during the five Business Days immediately following any five
consecutive Trading Day period in which the Trading Price per $1,000 principal amount of the
Securities (as determined following a request by a Security holder in accordance with the
procedures described in the Indenture) for each day of that period was less than 98% of the
product of the Closing Price of the Company’s Common Stock and the current Conversion Rate
of the Securities on each such day;




(iii) if the Issuer has called the Securities for redemption;




(iv) at any time on or after January 15, 2027 until the close of business on the Business
Day immediately preceding the Stated Maturity of the Securities; or




(v) upon the occurrence of certain specified corporate transactions described in the
Indenture.



6. The Securities as to which you have delivered a Repurchase Notice must be surrendered by you (by
effecting book-entry transfer of the Securities or delivering Certificated Securities, together
with necessary endorsements, as the case may be) to [Name of Paying Agent] at [insert address] in
order for you to collect the Repurchase Price.



7. The Repurchase Price for the Securities as to which you have delivered a Repurchase Notice and
not withdrawn such Repurchase Notice shall be paid promptly following the later of the Business Day
immediately following such Repurchase Date and the date you deliver such Securities to [Name of
Paying Agent].



8. In order to exercise your option to have the Issuer repurchase your Securities, you must deliver
the Repurchase Notice, duly completed by you with the information required by such Repurchase
Notice (as specified in Section 3.07 of the Indenture) and deliver such Repurchase Notice to the
Paying Agent at any time from 9:00 a.m. on [insert specified day] until 5:00 p.m. on the [insert
day that is the Repurchase Date].



9. In order to withdraw any Repurchase Notice previously delivered by you to the Paying Agent, you
must deliver to the Paying Agent, by 5:00 p.m. on [insert day that is the Repurchase Date], a
written notice of withdrawal specifying (i) the certificate number, if any, of the Securities in
respect of which such notice of withdrawal is being submitted, (ii) the principal amount of the
Securities in respect of which such notice of withdrawal is being submitted, and (iii) if you are
not withdrawing your Repurchase Notice for all of your Securities, the principal amount of the
Securities which still remain subject to the original Repurchase Notice.



10. Unless the Issuer defaults in making the payment of the Repurchase Price owed to you, Interest,
Contingent Interest, if any, and Additional Amounts, if any, on your Securities as to which you
have delivered a Repurchase Notice shall cease to accrue on and after the Repurchase Date.



	 	 	 	 	 	 	 	 	 
	11.

	 	CUSIP Number:
	 	[
	 	]
	 	

	
 
	 	 	 	 	 	 	 	LIVE NATION, INC.






20




EXHIBIT F




LIVE NATION, INC.




NOTICE OF OCCURRENCE




OF FUNDAMENTAL CHANGE




[DATE]



To the Holders of the 2.875% Convertible Senior Notes Due 2027 (the “Securities”) issued by Live
Nation, Inc.:



Live Nation, Inc. (the “Issuer”) by this written notice hereby notifies you, pursuant to
Section 3.08 of that certain Indenture (the “Indenture”), dated as of July 16, 2007, between the
Issuer and Wells Fargo Bank, N.A., that a Fundamental Change (as such term and other capitalized
terms used herein and not otherwise defined herein is defined in the Indenture) as described below
has occurred. Included herewith is the form of Fundamental Change Repurchase Notice to be completed
by you if you wish to have your Securities repurchased by the Issuer.



1. Fundamental Change: [Insert brief description of the Fundamental Change and the date of the
occurrence thereof].



2. Date by which Fundamental Change Repurchase Notice must be delivered by you to Paying Agent in
order to have your Securities repurchased:



3. Fundamental Change Repurchase Date:



4. Fundamental Change Repurchase Price:



5. Paying Agent and Conversion Agent: [NAME] [ADDRESS]



6. Conversion Rate: To the extent described in Item 7 below, each $1,000 principal amount of the
Securities is convertible into [[insert number of shares] shares of the Issuer’s common stock, no
par value (the “Common Stock”)] [other mix of cash and Common Stock], subject to adjustment.



7. The Securities as to which you have delivered a Fundamental Change Repurchase Notice to the
Paying Agent may be converted if they are otherwise convertible pursuant to Article 10 of the
Indenture and the terms of the Securities only if you withdraw such Fundamental Change Repurchase
Notice pursuant to the terms of the Indenture. You may be entitled to have your Securities
converted into shares of the Issuer’s Common Stock (or, at the option of the Issuer, cash or a
combination of cash and shares of the Issuer’s Common Stock):




(i) prior to January 15, 2027, and during any fiscal quarter commencing after September 30,
2007 (and only during such fiscal quarter), if the Closing Price (as defined in the
Indenture) of the Issuer’s Common Stock for at least 20 Trading Days in the 30 Trading-Day
period ending on the last Trading Day of the preceding fiscal quarter was 130% or more of
the Conversion Price (as defined in the Indenture) on such last Trading Day;




(ii) prior to January 15, 2027, during the five Business Days immediately following any five
consecutive Trading Day period in which the Trading Price per $1,000 principal amount of the
Securities (as determined following a request by a Security holder in accordance with the
procedures described in the Indenture) for each day of that period was less than 98% of the
product of the Closing Price of the Company’s Common Stock and the current Conversion Rate
of the Securities on each such day;




(iii) if the Issuer has called the Securities for redemption;




(iv) at any time on or after January 15, 2027 until the close of business on the Business
Day immediately preceding the Stated Maturity of the Securities; or




(v) upon the occurrence of certain specified corporate transactions described in the
Indenture.



8. The Securities as to which you have delivered a Fundamental Change Repurchase Notice must be
surrendered by you (by effecting book-entry transfer of the Securities or delivering Certificated
Securities, together with necessary endorsements, as the case may be) to [Name of Paying Agent] at
[insert address] in order for you to collect the Fundamental Change Repurchase Price.



9. The Fundamental Change Repurchase Price for the Securities as to which you have delivered a
Fundamental Change Repurchase Notice and not withdrawn such Notice shall be paid promptly following
the later of the Business Day immediately following such Fundamental Change Repurchase Date and the
date you deliver such Securities to [Name of Paying Agent].



10. In order to have the Issuer repurchase your Securities, you must deliver the Fundamental Change
Repurchase Notice, duly completed by you with the information required by such Fundamental Change
Repurchase Notice (as specified in Section 3.08 of the Indenture) and deliver such Fundamental
Change Repurchase Notice to the Paying Agent at any time from 9:00 a.m. on the date of the
occurrence of the Change of Control until 5:00 p.m. on the Fundamental Change Repurchase Date.



11. In order to withdraw any Fundamental Change Repurchase Notice previously delivered by you to
the Paying Agent, you must deliver to the Paying Agent, by 5:00 p.m. on the Fundamental Change
Repurchase Date, a written notice of withdrawal specifying (i) the certificate number, if any, of
the Securities in respect of which such notice of withdrawal is being submitted, (ii) the principal
amount of the Securities in respect of which such notice of withdrawal is being submitted, and
(iii) if you are not withdrawing your Fundamental Change Repurchase Notice for all of your
Securities, the principal amount of the Securities which still remain subject to the original
Fundamental Change Repurchase Notice.



12. Unless the Issuer defaults in making the payment of the Fundamental Change Repurchase Price
owed to you, Interest, Contingent Interest, if any, and Additional Amounts, if any, on your
Securities as to which you have delivered a Fundamental Change Repurchase Notice shall cease to
accrue on and after the Fundamental Change Repurchase Date.



	 	 	 	 	 	 	 	 	 
	13.

	 	CUSIP Number:
	 	[
	 	]
	 	

	
 
	 	 	 	 	 	 	 	LIVE NATION, INC.






21




SCHEDULE I




Number of Additional Shares




The following table sets forth the Stock Prices and the number of Additional Shares per $1,000
principal amount of Securities.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stock Price
	Effective Date

	 	$	 21.29	 	 	$	 23.00	 	 	$	 25.00	 	 	$	 27.14	 	 	$	 30.00	 	 	$	 32.50	 	 	$	 35.00	 	 	$	 37.50	 	 	$	 40.00	 	 	$	 45.00	 	 	$	 50.00	 	 	$	 60.00	 	 	$	 80.00	 	 	$	100.00	 
	
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16-Jul-07

	 	 	10.1309	 	 	 	8.7952	 	 	 	7.5945	 	 	 	6.5169	 	 	 	5.4691	 	 	 	4.7202	 	 	 	4.1462	 	 	 	3.6503	 	 	 	3.2650	 	 	 	2.6402	 	 	 	2.1909	 	 	 	1.5721	 	 	 	0.9080	 	 	 	0.5593	 
	15-Jul-08

	 	 	10.1309	 	 	 	8.6096	 	 	 	7.3309	 	 	 	6.2590	 	 	 	5.1791	 	 	 	4.4337	 	 	 	3.8633	 	 	 	3.3893	 	 	 	3.0050	 	 	 	2.4094	 	 	 	1.9935	 	 	 	1.4238	 	 	 	0.8217	 	 	 	0.5085	 
	15-Jul-09

	 	 	10.1309	 	 	 	8.3735	 	 	 	7.0105	 	 	 	5.9231	 	 	 	4.7905	 	 	 	4.0706	 	 	 	3.4836	 	 	 	3.0375	 	 	 	2.6505	 	 	 	2.1087	 	 	 	1.7227	 	 	 	1.2155	 	 	 	0.6955	 	 	 	0.4285	 
	15-Jul-10

	 	 	10.1309	 	 	 	8.1052	 	 	 	6.7113	 	 	 	5.5101	 	 	 	4.3571	 	 	 	3.6322	 	 	 	3.0476	 	 	 	2.6218	 	 	 	2.2697	 	 	 	1.7714	 	 	 	1.4277	 	 	 	1.0031	 	 	 	0.5792	 	 	 	0.3623	 
	15-Jul-11

	 	 	10.1309	 	 	 	7.8039	 	 	 	6.2685	 	 	 	4.9907	 	 	 	3.8378	 	 	 	3.0771	 	 	 	2.5399	 	 	 	2.1157	 	 	 	1.8100	 	 	 	1.3691	 	 	 	1.0815	 	 	 	0.7531	 	 	 	0.4383	 	 	 	0.2764	 
	15-Jul-12

	 	 	10.1309	 	 	 	7.4035	 	 	 	5.5837	 	 	 	4.2876	 	 	 	3.0288	 	 	 	2.2752	 	 	 	1.7862	 	 	 	1.4039	 	 	 	1.1625	 	 	 	0.8294	 	 	 	0.6381	 	 	 	0.4458	 	 	 	0.2642	 	 	 	0.1655	 
	15-Jul-13

	 	 	10.1309	 	 	 	6.7113	 	 	 	4.7281	 	 	 	3.1435	 	 	 	1.7865	 	 	 	1.1934	 	 	 	0.7587	 	 	 	0.5429	 	 	 	0.3875	 	 	 	0.2538	 	 	 	0.2035	 	 	 	0.1510	 	 	 	0.0938	 	 	 	0.0595	 
	20-Jul-14

	 	 	10.1309	 	 	 	6.6387	 	 	 	3.1605	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 






22




ANNEX A




Projected Payment Schedule





23






	 	 	 	 	 	 	 	 	 
	[attached following

this

page]Payment

Dates

	 	





Projected Payments
	 	





Interest Income

	31-Dec-07

	 	$	13.18	 	 	$	43.08	 
	15-Jan-08

	 	$	1.12	 	 	$	3.66	 
	15-Jul-08

	 	$	14.38	 	 	$	48.52	 
	31-Dec-08

	 	$	13.26	 	 	$	46.23	 
	15-Jan-09

	 	$	1.12	 	 	$	3.90	 
	15-Jul-09

	 	$	14.38	 	 	$	51.81	 
	31-Dec-09

	 	$	13.26	 	 	$	49.40	 
	15-Jan-10

	 	$	1.12	 	 	$	4.17	 
	15-Jul-10

	 	$	14.38	 	 	$	55.41	 
	31-Dec-10

	 	$	13.26	 	 	$	52.88	 
	15-Jan-11

	 	$	1.12	 	 	$	4.46	 
	15-Jul-11

	 	$	14.38	 	 	$	59.36	 
	31-Dec-11

	 	$	13.26	 	 	$	56.69	 
	15-Jan-12

	 	$	1.12	 	 	$	4.78	 
	15-Jul-12

	 	$	14.38	 	 	$	63.69	 
	31-Dec-12

	 	$	13.26	 	 	$	60.87	 
	15-Jan-13

	 	$	1.12	 	 	$	5.13	 
	15-Jul-13

	 	$	14.38	 	 	$	68.43	 
	31-Dec-13

	 	$	13.26	 	 	$	65.45	 
	15-Jan-14

	 	$	1.12	 	 	$	5.52	 
	15-Jul-14

	 	$	14.38	 	 	$	73.63	 
	31-Dec-14

	 	$	14.93	 	 	$	70.47	 
	15-Jan-15

	 	$	1.26	 	 	$	5.94	 
	15-Jul-15

	 	$	16.27	 	 	$	79.25	 
	31-Dec-15

	 	$	15.08	 	 	$	75.82	 
	15-Jan-16

	 	$	1.27	 	 	$	6.39	 
	15-Jul-16

	 	$	16.44	 	 	$	85.31	 
	31-Dec-16

	 	$	15.24	 	 	$	81.66	 
	15-Jan-17

	 	$	1.29	 	 	$	6.89	 
	15-Jul-17

	 	$	16.63	 	 	$	91.93	 
	31-Dec-17

	 	$	15.43	 	 	$	88.04	 
	15-Jan-18

	 	$	1.30	 	 	$	7.43	 
	15-Jul-18

	 	$	16.83	 	 	$	99.17	 
	31-Dec-18

	 	$	15.63	 	 	$	95.02	 
	15-Jan-19

	 	$	1.32	 	 	$	8.01	 
	15-Jul-19

	 	$	17.06	 	 	$	107.08	 
	31-Dec-19

	 	$	15.84	 	 	$	102.66	 
	15-Jan-20

	 	$	1.34	 	 	$	8.66	 
	15-Jul-20

	 	$	17.30	 	 	$	115.74	 
	31-Dec-20

	 	$	16.08	 	 	$	111.00	 
	15-Jan-21

	 	$	1.36	 	 	$	9.36	 
	15-Jul-21

	 	$	17.57	 	 	$	125.20	 
	31-Dec-21

	 	$	16.34	 	 	$	120.13	 
	15-Jan-22

	 	$	1.38	 	 	$	10.13	 
	15-Jul-22

	 	$	17.86	 	 	$	135.55	 
	31-Dec-22

	 	$	16.62	 	 	$	130.11	 
	15-Jan-23

	 	$	1.40	 	 	$	10.97	 
	15-Jul-23

	 	$	18.18	 	 	$	146.86	 
	31-Dec-23

	 	$	16.93	 	 	$	141.02	 
	15-Jan-24

	 	$	1.43	 	 	$	11.89	 
	15-Jul-24

	 	$	18.53	 	 	$	159.24	 
	31-Dec-24

	 	$	17.26	 	 	$	152.95	 
	15-Jan-25

	 	$	1.46	 	 	$	12.90	 
	15-Jul-25

	 	$	18.91	 	 	$	172.77	 
	31-Dec-25

	 	$	17.63	 	 	$	166.00	 
	15-Jan-26

	 	$	1.49	 	 	$	14.00	 
	15-Jul-26

	 	$	19.33	 	 	$	187.56	 
	31-Dec-26

	 	$	18.03	 	 	$	180.26	 
	15-Jan-27

	 	$	1.52	 	 	$	15.20	 
	15-Jul-27

	 	$	4,538.47	 	 	$	203.73	 







24