exhibit41indenture






                                                                    Exhibit 4.1                                                                       EURONET WORLDWIDE, INC.                                                                                                                                                                 AND                                                                                                                                                  U.S. BANK NATIONAL ASSOCIATION,                                                                                                                                                               as Trustee                                                                                                                                                              INDENTURE                                                                      Dated as of March 18, 2019                                                                                                            0.75% Convertible Senior Notes due 2049                                                                                          #91808965v6   10058821.1  





 






                               TABLE OF CONTENTS                                                                                                                    PAGE                                     ARTICLE 1                                   DEFINITIONS   Section 1.01 .  Definitions ............................................................................................................... 1  Section 1.02 .  References to Interest ............................................................................................ 14                                     ARTICLE 2          ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES   Section 2.01 .  Designation and Amount....................................................................................... 14  Section 2.02 .  Form of Notes ....................................................................................................... 14  Section 2.03 .  Date and Denomination of Notes; Payments of Interest and Defaulted             Amounts ................................................................................................................. 15  Section 2.04 .  Execution, Authentication and Delivery of Notes ................................................. 17  Section 2.05 .  Exchange and Registration of Transfer of Notes; Restrictions on Transfer;             Depositary .............................................................................................................. 17  Section 2.06 .  Mutilated, Destroyed, Lost or Stolen Notes .......................................................... 24  Section 2.07 .  Temporary Notes ................................................................................................... 25  Section 2.08 .  Cancellation of Notes Paid, Converted, Etc ......................................................... 25  Section 2.09 .  CUSIP Numbers .................................................................................................... 25  Section 2.10 .  Additional Notes; Repurchases ............................................................................. 25  Section 2.11 .  U.S. Federal Income Tax Treatment ..................................................................... 26                                     ARTICLE 3                            SATISFACTION AND DISCHARGE   Section 3.01 .  Satisfaction and Discharge ................................................................................... 27                                     ARTICLE 4                       PARTICULAR COVENANTS OF THE COMPANY   Section 4.01 .  Payment of Principal and Interest ........................................................................ 27  Section 4.02 .  Maintenance of Office or Agency ......................................................................... 27  Section 4.03 .  Appointments to Fill Vacancies in Trustee’s Office ............................................. 28  Section 4.04 .  Provisions as to Paying Agent .............................................................................. 28  Section 4.05 .  Existence ............................................................................................................... 30  Section 4.06 .  Rule 144A Information Requirement and Annual Reports ................................... 30  Section 4.07 .  Stay, Extension and Usury Laws ........................................................................... 32  Section 4.08 .  Compliance Certificate; Statements as to Defaults .............................................. 32  Section 4.09 .  Further Instruments and Acts ............................................................................... 32                                        i  #91808965v6   10058821.1  





 






                                     ARTICLE 5             LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE   Section 5.01 .  Lists of Holders ..................................................................................................... 32  Section 5.02 .  Preservation and Disclosure of Lists .................................................................... 32                                     ARTICLE 6                               CONTINGENT INTEREST   Section 6.01 .  Contingent Interest................................................................................................ 33                                     ARTICLE 7                              DEFAULTS AND REMEDIES   Section 7.01 .  Events of Default ................................................................................................... 33  Section 7.02 .  Acceleration; Rescission and Annulment .............................................................. 35  Section 7.03 .  Additional Interest ................................................................................................ 36  Section 7.04 .  Payments of Notes on Default; Suit Therefor ....................................................... 37  Section 7.05 .  Application of Monies Collected by Trustee ......................................................... 38  Section 7.06 .  Proceedings by Holders ........................................................................................ 39  Section 7.07 .  Proceedings by Trustee ......................................................................................... 40  Section 7.08 .  Remedies Cumulative and Continuing .................................................................. 40  Section 7.09 .  Direction of Proceedings and Waiver of Defaults by Majority of Holders .......... 41  Section 7.10 .  Notice of Defaults ................................................................................................. 41  Section 7.11 .  Undertaking to Pay Costs ..................................................................................... 42                                     ARTICLE 8                              CONCERNING THE TRUSTEE   Section 8.01 .  Duties and Responsibilities of Trustee .................................................................. 42  Section 8.02 .  Reliance on Documents, Opinions, Etc................................................................. 44  Section 8.03 .  No Responsibility for Recitals, Etc ....................................................................... 45  Section 8.04 .  Trustee, Paying Agents, Conversion Agents or Note Registrar May Own             Notes ...................................................................................................................... 45  Section 8.05 .  Monies and Shares of Common Stock to Be Held in Trust ................................... 45  Section 8.06 .  Compensation and Expenses of Trustee ............................................................... 45  Section 8.07 .  Officers’ Certificate as Evidence .......................................................................... 46  Section 8.08 .  Eligibility of Trustee ............................................................................................. 47  Section 8.09 .  Resignation or Removal of Trustee ....................................................................... 47  Section 8.10 .  Acceptance by Successor Trustee ......................................................................... 48  Section 8.11 .  Succession by Merger, Etc .................................................................................... 49  Section 8.12 .  Trustee’s Application for Instructions from the Company ................................... 49                                          ii  #91808965v6   10058821.1  





 






                                     ARTICLE 9                             CONCERNING THE HOLDERS   Section 9.01 .  Action by Holders ................................................................................................. 49  Section 9.02 .  Proof of Execution by Holders .............................................................................. 50  Section 9.03 .  Who Are Deemed Absolute Owners ...................................................................... 50  Section 9.04 .  Company-Owned Notes Disregarded ................................................................... 50  Section 9.05 .  Revocation of Consents; Future Holders Bound .................................................. 51                                    ARTICLE 10                                HOLDERS’ MEETINGS   Section 10.01 .  Purpose of Meetings ........................................................................................... 51  Section 10.02 .  Call of Meetings by Trustee ................................................................................ 52  Section 10.03 .  Call of Meetings by Company or Holders .......................................................... 52  Section 10.04 .  Qualifications for Voting .................................................................................... 52  Section 10.05 .  Regulations ......................................................................................................... 52  Section 10.06 .  Voting .................................................................................................................. 53  Section 10.07 .  No Delay of Rights by Meeting ........................................................................... 53                                    ARTICLE 11                             SUPPLEMENTAL INDENTURES   Section 11.01 .  Supplemental Indentures Without Consent of Holders ....................................... 54  Section 11.02 .  Supplemental Indentures with Consent of Holders ............................................. 55  Section 11.03 .  Effect of Supplemental Indentures ...................................................................... 56  Section 11.04 .  Notation on Notes ............................................................................................... 56  Section 11.05 .  Evidence of Compliance of Supplemental Indenture to Be Furnished to             Trustee ................................................................................................................... 56                                    ARTICLE 12                 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE   Section 12.01 .  Company May Consolidate, Etc. on Certain Terms ........................................... 56  Section 12.02 .  Successor Corporation to Be Substituted ........................................................... 57  Section 12.03 .  Opinion of Counsel to Be Given to Trustee ........................................................ 58                                    ARTICLE 13          IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS   Section 13.01 .  Indenture and Notes Solely Corporate Obligations ............................................ 58                                          iii  #91808965v6   10058821.1  





 






                                    ARTICLE 14                               CONVERSION OF NOTES   Section 14.01 .  Conversion Privilege .......................................................................................... 58  Section 14.02 .  Conversion Procedure; Settlement Upon Conversion. ....................................... 61  Section 14.03 .  Increased Conversion Rate Applicable to Certain Notes Surrendered in             Connection with Make-Whole Adjustment Events ................................................. 65  Section 14.04 .  Adjustment of Conversion Rate ........................................................................... 68  Section 14.05 . Adjustments of Prices ........................................................................................... 77  Section 14.06 .  Shares to Be Fully Paid ...................................................................................... 77  Section 14.07 .  Effect of Recapitalizations, Reclassifications and Changes of the Common             Stock. ...................................................................................................................... 78  Section 14.08 .  Certain Covenants .............................................................................................. 80  Section 14.09 .  Responsibility of Trustee ..................................................................................... 80  Section 14.10 .  Notice to Holders Prior to Certain Actions ........................................................ 81  Section 14.11 .  Stockholder Rights Plans .................................................................................... 81  Section 14.12 .  Limit on Issuance of Shares of Common Stock Upon Conversion...................... 81                                    ARTICLE 15                     REPURCHASE OF NOTES AT OPTION OF HOLDERS   Section 15.01 .  Repurchase at Option of Holders. ...................................................................... 82  Section 15.02 .  Repurchase at Option of Holders Upon a Fundamental Change ....................... 84  Section 15.03 .  Withdrawal of Repurchase Notice or Fundamental Change Repurchase             Notice ..................................................................................................................... 87  Section 15.04 .  Deposit of Repurchase Price or Fundamental Change Repurchase Price ......... 87  Section 15.05 .  Covenant to Comply with Applicable Laws Upon Repurchase of Notes ............ 88                                      ARTICLE 16                               OPTIONAL REDEMPTION   Section 16.01 .  Optional Redemption .......................................................................................... 89  Section 16.02 .  Notice of Optional Redemption; Selection of Notes ........................................... 89  Section 16.03 .  Payment of Notes Called for Redemption ........................................................... 90  Section 16.04 .  Restrictions on Redemption ................................................................................ 91                                    ARTICLE 17                             MISCELLANEOUS PROVISIONS   Section 17.01 .  Provisions Binding on Company’s Successors ................................................... 91  Section 17.02 .  Official Acts by Successor Corporation .............................................................. 91  Section 17.03 .  Addresses for Notices, Etc .................................................................................. 91  Section 17.04 .  Governing Law; Jurisdiction .............................................................................. 92                                         iv  #91808965v6   10058821.1  





 






   Section 17.05 .  Evidence of Compliance with Conditions Precedent; Certificates and             Opinions of Counsel to Trustee ............................................................................. 92  Section 17.06 .  Legal Holidays .................................................................................................... 93  Section 17.07 .  No Security Interest Created ............................................................................... 93  Section 17.08 .  Benefits of Indenture ........................................................................................... 93  Section 17.09 .  Table of Contents, Headings, Etc ....................................................................... 93  Section 17.10 .  Authenticating Agent ........................................................................................... 93  Section 17.11 .  Execution in Counterparts .................................................................................. 94  Section 17.12 .  Severability ......................................................................................................... 95  Section 17.13 .  Waiver of Jury Trial ............................................................................................ 95  Section 17.14 .  Force Majeure .................................................................................................... 95  Section 17.15 .  Calculations ........................................................................................................ 95  Section 17.16 .  USA PATRIOT Act .............................................................................................. 95                                      EXHIBIT  Exhibit A   Form of Note                                                  A-1                                            v  #91808965v6   10058821.1  





 






         INDENTURE dated as of March 18, 2019 between Euronet Worldwide, Inc., a Delaware  corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. Bank  National Association, a national banking association organized under the laws of the United  States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).                                 W I T N E S S E T H:         WHEREAS, for its lawful corporate purposes, the Company has duly authorized the  issuance of its 0.75% Convertible Senior Notes due 2049 (the “Notes”), initially in an aggregate  principal amount not to exceed $525,000,000, and in order to provide the terms and conditions  upon which the Notes are to be authenticated, issued and delivered, the Company has duly  authorized the execution and delivery of this Indenture; and         WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note,  the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice, the  Form of Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes  are to be substantially in the forms hereinafter provided; and         WHEREAS, all acts and things necessary to make the Notes, when executed by the  Company and authenticated and delivered by the Trustee or a duly authorized authenticating  agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and  this Indenture a valid agreement according to its terms, have been done and performed, and the  execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly  authorized.         NOW, THEREFORE, THIS INDENTURE WITNESSETH:         That in order to declare the terms and conditions upon which the Notes are, and are to be,  authenticated, issued and delivered, and in consideration of the premises and of the purchase and  acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the  Trustee for the equal and proportionate benefit of the respective Holders from time to time of the  Notes (except as otherwise provided below), as follows:                                     ARTICLE 1                                   DEFINITIONS         Section 1.01.  Definitions.  The terms defined in this Section 1.01 (except as herein  otherwise expressly provided or unless the context otherwise requires) for all purposes of this  Indenture and of any indenture supplemental hereto shall have the respective meanings specified  in this Section 1.01.  The words “herein,” “hereof,” “hereunder” and words of similar import  refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.   The terms defined in this Article include the plural as well as the singular.                                             #91808965v6   10058821.1  





 






         “Additional Interest” means all amounts, if any, payable pursuant to Section 4.06(d),  Section 4.06(e) and Section 7.03, as applicable.          “Additional Shares” shall have the meaning specified in Section 14.03(a).         “Affiliate” of any specified Person means any other Person directly or indirectly  controlling or controlled by or under direct or indirect common control with such specified  Person.  For the purposes of this definition, “control,” when used with respect to any specified  Person means the power to direct or cause the direction of the management and policies of such  Person, directly or indirectly, whether through the ownership of voting securities, by contract or  otherwise; and the terms “controlling” and “controlled” have meanings correlative to the  foregoing.         “Bid Solicitation Agent” means the Person appointed by the Company to solicit bids for  the Trading Price of the Notes in accordance with Section 14.01(b)(i).  The Company shall  initially act as the Bid Solicitation Agent.         “Board of Directors” means the board of directors of the Company or a committee of  such board duly authorized to act for it hereunder.         “Board Resolution” means a copy of a resolution certified by the Secretary or an  Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to  be in full force and effect on the date of such certification, and delivered to the Trustee.         “Business Day” means, with respect to any Note, any day other than a Saturday, a  Sunday or a day on which federally chartered banking institutions in New York, New York are  not required to be open.           “Capital Stock” means, for any entity, any and all shares, interests, rights to purchase,  warrants, options, participations or other equivalents of or interests in (however designated)  stock issued by that entity.         “Cash Settlement” shall have the meaning specified in Section 14.02(a).         “Clause A Distribution” shall have the meaning specified in Section 14.04(c).         “Clause B Distribution” shall have the meaning specified in Section 14.04(c).         “Clause C Distribution” shall have the meaning specified in Section 14.04(c).         “close of business” means 5:00 p.m. (New York City time).         “Closing Sale Price” of the Common Stock on any date means the closing per share sale  price (or, if no closing sale price is reported, the average of the bid and ask prices or, if more  than one in either case, the average of the average bid and the average ask prices) at 4:00 p.m.                                         2  #91808965v6   10058821.1  





 






   (New York City time) on such date as reported in composite transactions for the principal U.S.  national or regional securities exchange on which the Common Stock is traded or,  if the  Common Stock is not listed on a U.S. national or regional securities exchange, as quoted by  OTC Markets Group Inc. or a similar organization.  If the Common Stock is not so quoted, the  “Closing Sale Price” shall be the average of the mid-point of the last bid and ask prices for the  Common Stock on the relevant date from each of at least three nationally recognized  independent investment banking firms selected by the Company for this purpose.         “Code” shall mean the Internal Revenue Code of 1986, as amended.         “Combination Settlement” shall have the meaning specified in Section 14.02(a).         “Commission” means the U.S. Securities and Exchange Commission.         “Common Conversion Period” shall have the meaning specified in the definition of  “Conversion Period”.           “Common Equity” of any Person means any class or classes of Capital Stock then  outstanding and normally entitled (without regard to the occurrence of any contingency) to vote  in the election of the board of directors of such Person.         “Common Stock” means the common stock of the Company, par value $0.02 per share,  at the date of this Indenture, subject to Section 14.07.         “Company” shall have the meaning specified in the first paragraph of this Indenture, and  subject to the provisions of Article 12, shall include its successors and assigns.         “Company Notice” shall have the meaning specified in Section 15.01(a).         “Company Order” means a written order of the Company, signed by (a) the Company’s  Chief Executive Officer, President, Executive or Senior Vice President or any Vice President  (whether or not designated by a number or numbers or word or words added before or after the  title “Vice President”) and (b) any such other Officer designated in clause (a) of this definition or  the Company’s Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and  delivered to the Trustee.         “contingent debt regulations” shall have the meaning specified in Section 2.11(b).         “Contingent Interest” shall have the meaning specified in Section 6.01(a).         “Contingent Interest Measurement Period” shall have the meaning specified in  Section 6.01(a).         “Contingent Interest Period” shall have the meaning specified in Section 6.01(a).                                         3  #91808965v6   10058821.1  





 






         “Contingent Interest Trading Price” shall have the same meaning as “Trading Price”,  except that, for purposes of determining Contingent Interest (a) the Bid Solicitation Agent shall  be required to obtain the Trading Price per $1,000 principal amount of Notes for each of the five  Trading Days immediately preceding the first day of the applicable six-month period  commencing with the Contingent Interest Period that begins on March 15, 2025, irrespective of  whether it is instructed to do so by the Company; and (b) (x) if on any date of determination the  Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount  of the Notes from an independent nationally recognized securities dealer or (y) if the Company  instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to obtain  such bids when required, then, in either such case, the Contingent Interest Trading Price per  $1,000 principal amount of the Notes shall be deemed to be equal to the product of (i) the  Conversion Rate in effect on the relevant date of determination and (ii) the average of the  Closing Sale Prices of the Common Stock over the five Trading Day period ending on, but  excluding, the relevant date of determination.         “Conversion Agent” shall have the meaning specified in Section 4.02.         “Conversion Date” shall have the meaning specified in Section 14.02(c).         “Conversion Obligation” shall have the meaning specified in Section 14.01(a).         “Conversion Period” with respect to any Note surrendered for conversion means: (i) if  the relevant Conversion Date occurs other than during the Common Conversion Period, the  Maturity Conversion Period or the Redemption Period, the 40 consecutive Trading Day period  beginning on, and including, the second Trading Day after the related Conversion Date;  (ii) subject to clause (iv) below, if the relevant Conversion Date occurs during the period  beginning on, and including, December 15, 2024 and ending at the close of business on the  Business Day immediately preceding March 20, 2025 (the “Common Conversion Period”), the  40 consecutive Trading Days beginning on, and including the 41st Scheduled Trading Day  immediately preceding March 20, 2025; (iii) subject to clause (iv) below, if the relevant  Conversion Date occurs during the period beginning on, and including, December 15, 2048 and  ending at the close of business on the Business Day immediately preceding the Maturity Date  (the “Maturity Conversion Period”), the 40 consecutive Trading Days beginning on, and  including, the 41st Scheduled Trading Day immediately preceding the Maturity Date; and (iv) if  the relevant Conversion Date occurs during the period beginning on, and including, the date of  the Company’s issuance of a Redemption Notice with respect to the Notes pursuant to Section  16.02 and ending at the close of business on the Business Day immediately preceding the  relevant Redemption Date (the “Redemption Period”), the 40 consecutive Trading Days  beginning on, and including, the 41st Scheduled Trading Day immediately preceding such  Redemption Date.         “Conversion Price” means as of any time, $1,000, divided by the Conversion Rate as of  such time.                                         4  #91808965v6   10058821.1  





 






         “Conversion Rate” shall have the meaning specified in Section 14.01(a).         “Corporate Event” shall have the meaning specified in Section 14.01(b)(iii).         “Corporate Trust Office” means the principal office of the Trustee at which at any time  its corporate trust business shall be administered, which office at the date hereof is located at  Corporate Trust Services, SL-MO-T3CT, One U.S. Bank Plaza, St. Louis, MO 63101, or such  other address as the Trustee may designate from time to time by notice to the Holders and the  Company, or the principal corporate trust office of any successor trustee (or such other address  as such successor trustee may designate from time to time by notice to the Holders and the  Company).         “Custodian” means the Trustee, as custodian for The Depository Trust Company, with  respect to the Global Notes, or any successor entity thereto.         “Daily Conversion Value” means, for each of the 40 consecutive Trading Days during  the relevant Conversion Period, one-fourtieth (1/40th) of the product of (a) the Conversion Rate  on such Trading Day and (b) the Daily VWAP for such Trading Day.         “Daily Measurement Value” means the Specified Dollar Amount (if any), divided by 40.         “Daily Settlement Amount,” for each $1,000 aggregate principal amount of Notes  surrendered for conversion, for each of the 40 consecutive Trading Days during the relevant  Conversion Period, shall consist of:               (a)  cash in an amount equal to the lesser of (i) the Daily Measurement Value        and (ii) the Daily Conversion Value on such Trading Day; and               (b)  if the Daily Conversion Value on such Trading Day exceeds the Daily        Measurement Value, a number of shares of Common Stock equal to (i) the difference        between the Daily Conversion Value and the Daily Measurement Value, divided by (ii)        the Daily VWAP for such Trading Day.         “Daily VWAP” for the Common Stock (or any security that is part of the Reference  Property into which the Common Stock has been converted, if applicable), means, for any  Trading Day, the per share volume-weighted average price of the Common Stock (or other  security) on The Nasdaq Global Select Market (or other principal exchange on which such  security is then listed) as displayed under the heading “Bloomberg VWAP” on Bloomberg page  “EEFT <equity> AQR” (or its equivalent successor if such page is not available, or the  Bloomberg Page for any security that is part of the Reference Property into which the Common  Stock has been converted, if applicable) in respect of the period from the scheduled open of  trading until the scheduled close of trading of the primary trading session on such Trading Day  (or if such volume-weighted average price is unavailable (or the Reference Property is not a  security), the market value of one share of the Common Stock (or other Reference Property) on  such Trading Day as determined, if practicable, using a volume-weighted average method, by a                                        5  #91808965v6   10058821.1  





 






   nationally recognized independent investment banking firm retained for this purpose by the  Company).  The “Daily VWAP” shall be determined without regard to after-hours trading or any  other trading outside of the regular trading session trading hours.           “Default” means any event that is, or after notice or passage of time, or both, would be,  an Event of Default.         “Defaulted Amounts” means any amounts on any Note (including, without limitation,  the Redemption Price, the Repurchase Price on any Repurchase Date, the Fundamental Change  Repurchase Price, principal and interest) that are payable but are not punctually paid or duly  provided for.           “Depositary” means, with respect to each Global Note, the Person specified in Section  2.05(c) as the Depositary with respect to such Notes, until a successor shall have been appointed  and become such pursuant to the applicable provisions of this Indenture, and thereafter,  “Depositary” shall mean or include such successor.         “Distributed Property” shall have the meaning specified in Section 14.04(c).         “Effective Date” shall have the meaning specified in Section 14.03(c), except that, as  used in Section 14.04 and Section 14.05, “Effective Date” means the first date on which  shares of the Common Stock trade on the applicable exchange or in the applicable market,  regular way, reflecting the transaction.         “Event of Default” shall have the meaning specified in Section 7.01.         “Ex-Dividend Date” when used with respect to any dividend or distribution, means the  first date on which shares of the Common Stock trade, regular way, on the relevant exchange or  in the relevant market from which the sale price was obtained without the right to receive such  dividend or distribution, from the Company or, if applicable, from the seller of Common Stock  on such exchange or market (in the form of due bills or otherwise) as determined by such  exchange or market.         “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules  and regulations promulgated thereunder.         “Form of Assignment and Transfer” means the “Form of Assignment and Transfer”  attached as Attachment 4 to the Form of Note attached hereto as Exhibit A.         “Form of Fundamental Change Repurchase Notice” means the “Form of Fundamental  Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as  Exhibit A.         “Form of Note” means the “Form of Note” attached hereto as Exhibit A.                                         6  #91808965v6   10058821.1  





 






         “Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as  Attachment 1 to the Form of Note attached hereto as Exhibit A.         “Form of Repurchase Notice” means the “Form of Repurchase Notice” attached as  Attachment 3 to the Form of Note attached hereto as Exhibit A.         “Fundamental Change” shall be deemed to have occurred at the time after the Notes are  originally issued if any of the following occurs:               (a)  except as described in clause (b) below, any “person” or “group” within        the meaning of Section 13(d) of the Exchange Act, other than the Company, its Wholly        Owned Subsidiaries and the employee benefit plans of the Company and its Wholly        Owned Subsidiaries, has become the direct or indirect “beneficial owner,” as defined in        Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing 50%        or more of the voting power of the Company’s Common Equity;                (b)  the consummation of (A) any recapitalization, reclassification or change of        the Common Stock (other than changes resulting from a subdivision or combination) as a        result of which the Common Stock would be converted into, or exchanged for, stock,        other securities, other property or assets; (B) any share exchange, consolidation or merger        of the Company pursuant to which the Common Stock will be converted into cash,        securities or other property or assets; or (C) any sale, lease or other transfer in one        transaction or a series of transactions of all or substantially all of the consolidated assets        of the Company and its Subsidiaries, taken as a whole, to any Person other than one of        the Company’s Wholly Owned Subsidiaries; provided, however, that neither (i) a        transaction described in clause (B) in which the holders of all classes of the Company’s        Common Equity immediately prior to such transaction own, directly or indirectly, more        than 50% of all classes of Common Equity of the continuing or surviving corporation or        transferee or the parent thereof immediately after such transaction in substantially the        same proportions as such ownership immediately prior to such transaction nor (ii) any        merger solely for the purpose of changing the Company’s jurisdiction of incorporation        and resulting in a reclassification, conversion or exchange of outstanding shares of the        Common Stock solely into shares of common stock of the surviving entity shall be a        Fundamental Change pursuant to this clause (b);                (c)  the holders of the Company’s Capital Stock approve any plan or proposal        for the liquidation or dissolution of the Company (whether or not otherwise in        compliance with this Indenture); or               (d)  the Common Stock (or other common stock underlying the Notes) ceases        to be listed or quoted on any of The New York Stock Exchange, The Nasdaq Global        Select Market or The Nasdaq Global Market (or any of their respective successors);   provided, however, that a transaction or transactions described in clause (b) above shall not  constitute a Fundamental Change, if at least 90% of the consideration received or to be received                                        7  #91808965v6   10058821.1  





 






   by the common stockholders of the Company, excluding cash payments for fractional shares and  cash payments made pursuant to dissenters’ appraisal rights, in connection with such transaction  or transactions consists of shares of common stock that are listed or quoted on any of The New  York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any  of their respective successors) or will be so listed or quoted immediately following such  transaction or transactions and as a result of such transaction or transactions the Notes become  convertible into such consideration (subject to the provisions of Section 14.02(a)).         For purposes of this definition of Fundamental Change, “person” or “group” have the  meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any  successor provisions, and the term “group” includes any group acting for the purpose of  acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1)  under the Exchange Act, or any successor provision. A “beneficial owner” shall be determined in  accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of this Indenture  and “beneficially own” and “beneficially owned” have meanings correlative to that of beneficial  owner.         “Fundamental Change Company Notice” shall have the meaning specified in Section  15.02(c).         “Fundamental Change Repurchase Date” shall have the meaning specified in Section  15.02(a).         “Fundamental Change Repurchase Notice” shall have the meaning specified in  Section 15.02(b)(i).         “Fundamental Change Repurchase Price” shall have the meaning specified in Section  15.02(a).          “Global Note” shall have the meaning specified in Section 2.05(b).           “Holder,” as applied to any Note, or other similar terms (but excluding the term  “beneficial holder”), means any Person in whose name at the time a particular Note is registered  on the Note Register.         “Indenture” means this instrument as originally executed or, if amended or  supplemented as herein provided, as so amended or supplemented.         “Interest Payment Date” means each March 15 and September 15 of each year,  beginning on September 15, 2019.           “Make Whole Adjustment Event” means the occurrence prior to March 20, 2025 of any  transaction or event that constitutes a Fundamental Change (determined after giving effect to any  exceptions to or exclusions from such definition, but without regard to the proviso in clause (b)                                         8  #91808965v6   10058821.1  





 






   but, for the avoidance of doubt, subject to the proviso immediately following clause (d) of such  definition).         “Market Disruption Event” means, for the purposes of determining amounts due upon  conversion (a) a failure by the principal U.S. national or regional securities exchange or trading  system on which the Common Stock is then listed or quoted to open for trading during its regular  trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any  Scheduled Trading Day for the Common Stock for more than one half-hour period in the  aggregate of any suspension or limitation imposed on trading (by reason of movements in price  exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or  in any options contracts or futures contracts relating to the Common Stock.         “Maturity Conversion Period” shall have the meaning specified in the definition of  “Conversion Period”.          “Maturity Date” means March 15, 2049.         “Measurement Period” shall have the meaning specified in Section 14.01(b)(i).         “Merger Event” shall have the meaning specified in Section 14.07(a).          “Note” or “Notes” shall have the meaning specified in the first paragraph of the recitals  of this Indenture.         “Note Register” shall have the meaning specified in Section 2.05(a).         “Note Registrar” shall have the meaning specified in Section 2.05(a).         “Notice of Conversion” shall have the meaning specified in Section 14.02(b).         “Offering Memorandum” means the preliminary offering memorandum dated March 12,  2019, as supplemented by the related pricing term sheet dated March 13, 2019, relating to the  offering and sale of the Notes.         “Officer” means, with respect to the Company, the President, the Chief Executive  Officer, the Treasurer, the Secretary, any Executive or Senior Vice President or any Vice  President (whether or not designated by a number or numbers or word or words added before or  after the title “Vice President”).         “Officers’ Certificate,” when used with respect to the Company, means a certificate that  is delivered to the Trustee and that is signed by (a) two Officers of the Company or (b) one  Officer of the Company and one of the Treasurer, any Assistant Treasurer, the Secretary, any  Assistant Secretary or the Controller of the Company.  Each such certificate shall include the  statements provided for in Section 17.05 if and to the extent required by the provisions of such                                         9  #91808965v6   10058821.1  





 






   Section.  One of the Officers giving an Officers’ Certificate pursuant to Section 4.08 shall be the  principal executive, financial or accounting officer of the Company.         “open of business” means 9:00 a.m. (New York City time).         “Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be  an employee of or counsel to the Company, that is delivered to the Trustee.  Each such opinion  shall include the statements provided for in Section 17.05 if and to the extent required by the  provisions of such Section 17.05.          “Optional Redemption” shall have the meaning specified in Section 16.01.         “outstanding,” when used with reference to Notes, shall, subject to the provisions of  Section 9.04, mean, as of any particular time, all Notes authenticated and delivered by the  Trustee under this Indenture, except:               (a)  Notes theretofore canceled by the Trustee or accepted by the Trustee for        cancellation;               (b)  Notes, or portions thereof, that have become due and payable and in        respect of which monies in the necessary amount shall have been deposited in trust with        the Trustee or with any Paying Agent (other than the Company) or shall have been set        aside and segregated in trust by the Company (if the Company shall act as its own Paying        Agent);               (c)  Notes that have been paid pursuant to Section 2.06 or Notes in lieu of        which, or in substitution for which, other Notes shall have been authenticated and        delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is        presented that any such Notes are held by protected purchasers in due course;                (d)  Notes converted pursuant to Article 14 and required to be cancelled        pursuant to Section 2.08; and               (e)  Notes repurchased by the Company pursuant to the penultimate sentence        of Section 2.10.           “Paying Agent” shall have the meaning specified in Section 4.02.         “Person” means an individual, a corporation, a limited liability company, an association,  a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a  government or an agency or a political subdivision thereof.           “Physical Notes” means permanent certificated Notes in registered form issued in  denominations of $1,000 principal amount and integral multiples thereof.                                         10  #91808965v6   10058821.1  





 






         “Physical Settlement” shall have the meaning specified in Section 14.02(a).         “Predecessor Note” of any particular Note means every previous Note evidencing all or  a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this  definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for  a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the  mutilated, lost, destroyed or stolen Note that it replaces.         “Record Date” means, with respect to any dividend, distribution or other transaction or  event in which the holders of Common Stock (or other applicable security) have the right to  receive any cash, securities or other property or in which the Common Stock (or such other  security) is exchanged for or converted into any combination of cash, securities or other property,  the date fixed for determination of holders of the Common Stock (or such other security) entitled  to receive such cash, securities or other property (whether such date is fixed by the Board of  Directors, by statute, by contract or otherwise).         “Redemption Date” shall have the meaning specified in Section 16.02(a).         “Redemption Notice” shall have the meaning specified in Section 16.02(a).         “Redemption Period” shall have the meaning specified in the definition of “Conversion  Period”.           “Redemption Price” means, for any Notes to be redeemed pursuant to Section 16.01,  100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but  excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date  but on or prior to the immediately succeeding Interest Payment Date, in which case interest  accrued to the Interest Payment Date will be paid to Holders of record of such Notes on such  Regular Record Date, and the Redemption Price will be equal to 100% of the principal amount  of such Notes).         “Reference Property” shall have the meaning specified in Section 14.07(a).         “Regular Record Date,” with respect to any Interest Payment Date, means the March 1  or September 1 (whether or not such day is a Business Day) immediately preceding the  applicable March 15 or September 15 Interest Payment Date, respectively.         “Repurchase Date” shall have the meaning specified in Section 15.01(a).         “Repurchase Expiration Time” shall have the meaning specified in Section 15.01(a).         “Repurchase Notice” shall have the meaning specified in Section 15.01(a).         “Repurchase Price” shall have the meaning specified in Section 15.01(a).                                         11  #91808965v6   10058821.1  





 






         “Resale Restriction Termination Date” shall have the meaning specified in Section  2.05(c).         “Responsible Officer” means, when used with respect to the Trustee, any officer within  the corporate trust department of the Trustee having direct responsibility for the administration  of this Indenture, or to whom any corporate trust matter is referred because of such person's  knowledge of and familiarity with the particular subject.           “Restricted Securities” shall have the meaning specified in Section 2.05(c).         “Rule 144” means Rule 144 as promulgated under the Securities Act.         “Rule 144A” means Rule 144A as promulgated under the Securities Act.         “Scheduled Trading Day” means any day that is scheduled to be a Trading Day on The  Nasdaq Global Select Market, or if the Common Stock is not listed on The Nasdaq Global Select  Market, the principal other U.S. national or regional securities exchange or trading system on  which the Common Stock is then listed or quoted.  If the Common Stock is not so listed or  quoted, “Scheduled Trading Day” means a Business Day.         “Securities Act” means the Securities Act of 1933, as amended, and the rules and  regulations promulgated thereunder.         “Settlement Amount” has the meaning specified in Section 14.02(a)(iv).         “Settlement Method” means, with respect to any conversion of Notes, Physical  Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been  elected) by the Company.         “Settlement Notice” has the meaning specified in Section 14.02(a)(iii).         “Significant Subsidiary” means a Subsidiary of the Company that meets the definition  of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act.         “Specified Dollar Amount” means the maximum cash amount per $1,000 principal  amount of Notes to be received upon conversion as specified in the Settlement Notice related to  any converted Notes.         “Spin-Off” shall have the meaning specified in Section 14.04(c).         “Stock Price” shall have the meaning specified in Section 14.03(c).         “Subsidiary” means, with respect to any Person, any corporation, association,  partnership or other business entity of which more than 50% of the total voting power of shares  of Capital Stock or other interests (including partnership interests) entitled (without regard to the                                         12  #91808965v6   10058821.1  





 






   occurrence of any contingency) to vote in the election of directors, managers, general partners or  trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii)  such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of  such Person.         “Successor Company” shall have the meaning specified in Section 12.01(a).         “Tax Original Issue Discount” shall have the meaning specified in Section 2.11(a).         “Trading Day” means a day on which (i) trading in the Common Stock generally occurs  on The Nasdaq Global Select Market or, if the Common Stock is not listed on The Nasdaq  Global Select Market, on the principal other U.S. national or regional securities exchange or  trading system on which the Common Stock is then listed or quoted, or if the Common Stock is  not then listed on a U.S. national or regional securities exchange, on the principal other market  on which the Common Stock is then traded and (ii) a Closing Sale Price for the Common Stock  is available on such securities exchange, trading system or other market; provided, that for  purposes of determining amounts due upon conversion only, “Trading Day” means a day on  which (x) there is no Market Disruption Event, (y) trading in the Common Stock generally  occurs on The Nasdaq Global Select Market or, if the Common Stock is not then listed on The  Nasdaq Global Select Market, on the principal other U.S. national or regional securities  exchange or trading system on which the Common Stock is then listed or quoted and (z) the  relevant exchange or trading system closes at 4:00 p.m. (New York City time) or the then  standard closing time for regular trading on such exchange or trading system; provided further  that, in each case, if the Common Stock is not so listed or quoted, “Trading Day” means a  Business Day.         “Trading Price” of the Notes on any date of determination means the average of the  secondary market bid quotations per $1,000 principal amount of Notes obtained by the Bid  Solicitation Agent for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New  York City time, on such determination date from three independent nationally recognized  securities dealers the Company selects for this purpose; provided that if three such bids cannot  reasonably be obtained by the Bid Solicitation Agent but two such bids can reasonably be  obtained, then the average of these 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. If the Bid  Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of  Notes from an independent nationally recognized securities dealer on any determination date,  then the Trading Price per $1,000 principal amount of Notes on such determination date shall be  deemed to be less than 98% of the product of the Closing Sale Price of the Common Stock on  such date and the Conversion Rate.           “transfer” shall have the meaning specified in Section 2.05(c).          “Trigger Event” shall have the meaning specified in Section 14.04(c).                                         13  #91808965v6   10058821.1  





 






         “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as it was in  force at the date of execution of this Indenture; provided, however, that in the event the Trust  Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall  mean, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended.         “Trustee” means the Person named as the “Trustee” in the first paragraph of this  Indenture until a successor trustee shall have become such pursuant to the applicable provisions  of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a  Trustee hereunder.         “unit of Reference Property” shall have the meaning specified in Section 14.07(a).         “Valuation Period” shall have the meaning specified in Section 14.04(c).         “Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary of such  Person, except that, solely for purposes of this definition, the reference to “more than 50%” in  the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.         Section 1.02.  References to Interest.  Unless the context otherwise requires, any  reference to interest on, or in respect of, any Note in this Indenture shall be deemed to include  (a) any Additional Interest if, in such context, Additional Interest is, was or would be payable  pursuant to any of Section 4.06(d), Section 4.06(e) and  Section 7.03 and (b) any Contingent  Interest if, in such context, Contingent Interest is, was or would be payable pursuant to Section  6.01. Unless the context otherwise requires, any express mention of Additional Interest or  Contingent Interest in any provision hereof shall not be construed as excluding Additional  Interest or Contingent Interest, as the case may be, in those provisions hereof where such express  mention is not made.                                     ARTICLE 2          ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES         Section 2.01.  Designation and Amount.  The Notes shall be designated as the “0.75%  Convertible Senior Notes due 2049.” The aggregate principal amount of Notes that may be  authenticated and delivered under this Indenture is initially limited to $525,000,000, subject to  Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or  in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder.         Section 2.02.  Form of Notes.  The Notes and the Trustee’s certificate of authentication to  be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the  terms and provisions of which shall constitute, and are hereby expressly incorporated in and  made a part of this Indenture.  To the extent applicable, the Company and the Trustee, by their  execution and delivery of this Indenture, expressly agree to such terms and provisions and to be  bound thereby.                                         14  #91808965v6   10058821.1  





 






         Any Global Note may be endorsed with or have incorporated in the text thereof such  legends or recitals or changes not inconsistent with the provisions of this Indenture as may be  required by the Custodian or the Depositary, or as may be required to comply with any  applicable law or any regulation thereunder or with the rules and regulations of any securities  exchange or automated quotation system upon which the Notes may be listed or traded or  designated for issuance or to conform with any usage with respect thereto, or to indicate any  special limitations or restrictions to which any particular Notes are subject.         Any of the Notes may have such letters, numbers or other marks of identification and  such notations, legends or endorsements as the Officers executing the same may approve  (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with  the provisions of this Indenture, or as may be required to comply with any law or with any rule  or regulation made pursuant thereto or with any rule or regulation of any securities exchange or  automated quotation system on which the Notes may be listed or designated for issuance, or to  conform to usage or to indicate any special limitations or restrictions to which any particular  Notes are subject.         Each Global Note shall represent such principal amount of the outstanding Notes as shall  be specified therein and shall provide that it shall represent the aggregate principal amount of  outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of  outstanding Notes represented thereby may from time to time be increased or reduced to reflect  redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby.   Any endorsement of a Global Note to reflect the amount of any increase or decrease in the  amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian,  at the direction of the Trustee, in such manner and upon instructions given by the Holder of such  Notes in accordance with this Indenture.  Payment of principal (including the Redemption Price,  the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and  accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the  date of payment, unless a record date or other means of determining Holders eligible to receive  payment is provided for herein.         Section 2.03.  Date and Denomination of Notes; Payments of Interest and Defaulted  Amounts.  (a) The Notes shall be issuable in registered form without coupons in denominations  of $1,000 principal amount and integral multiples thereof.  Each Note shall be dated the date of  its authentication and shall bear interest from the date specified on the face of such Note.   Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of  twelve 30-day months and, for partial months, on the basis of the number of days actually  elapsed in a 30-day month.        (b)  The Person in whose name any Note (or its Predecessor Note) is registered on the  Note Register at the close of business on any Regular Record Date with respect to any Interest  Payment Date shall be entitled to receive the interest payable on such Interest Payment Date.   The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the  office or agency of the Company maintained by the Company for such purposes, which shall                                        15  #91808965v6   10058821.1  





 






   initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by  wire transfer of immediately available funds to the account of the Depositary or its nominee.   The Company shall pay interest (i) on any Physical Notes (A) to Holders holding Physical Notes  having an aggregate principal amount of $1,000,000 or less, by check mailed to the Holders of  these Notes at their address as it appears in the Note Register and (B) to Holders holding  Physical Notes having an aggregate principal amount of more than $1,000,000, either by check  mailed to each Holder or, upon application by such a Holder to the Note Registrar not later than  the relevant Regular Record Date, by wire transfer in immediately available funds to that  Holder’s account, which application shall remain in effect until the Holder notifies, in writing,  the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately  available funds to the account of the Depositary or its nominee.          (c)  Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the  relevant payment date but shall accrue interest per annum at the rate borne by the Notes plus one  percent, subject to the enforceability thereof under applicable law, from, and including, such  relevant payment date, and such Defaulted Amounts together with such interest thereon shall be  paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:                (i)  The Company may elect to make payment of any Defaulted Amounts to        the Persons in whose names the Notes (or their respective Predecessor Notes) are        registered at the close of business on a special record date for the payment of such        Defaulted Amounts, which shall be fixed in the following manner.  The Company shall        notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid        on each Note and the date of the proposed payment (which shall be not less than 25 days        after the receipt by the Trustee of such notice, unless the Trustee shall consent to an        earlier date), and at the same time the Company shall deposit with the Trustee an amount        of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts        or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the        date of the proposed payment, such money when deposited to be held in trust for the        benefit of the Persons entitled to such Defaulted Amounts as in this clause provided.         Thereupon the Company shall fix a special record date for the payment of such Defaulted        Amounts which shall be not more than 15 days and not less than 10 days prior to the date        of the proposed payment, and not less than 10 days after the receipt by the Trustee of the        notice of the proposed payment.  The Company shall promptly notify the Trustee of such        special record date and the Trustee, in the name and at the expense of the Company, shall        cause notice of the proposed payment of such Defaulted Amounts and the special record        date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it        appears in the Note Register, not less than 10 days prior to such special record date.         Notice of the proposed payment of such Defaulted Amounts and the special record date        therefor having been so mailed, such Defaulted Amounts shall be paid to the Persons in        whose names the Notes (or their respective Predecessor Notes) are registered at the close        of business on such special record date and shall no longer be payable pursuant to the        following clause (ii) of this Section 2.03(c).                                         16  #91808965v6   10058821.1  





 






               (ii)  The Company may make payment of any Defaulted Amounts in any other        lawful manner not inconsistent with the requirements of any securities exchange or        automated quotation system on which the Notes may be listed or designated for issuance,        and upon such notice as may be required by such exchange or automated quotation        system, if, after notice given by the Company to the Trustee of the proposed payment        pursuant to this clause, such manner of payment shall be deemed practicable by the        Trustee.         Section 2.04.  Execution, Authentication and Delivery of Notes.  The Notes shall be  signed in the name and on behalf of the Company by the manual or facsimile signature of its  Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its  Executive or Senior Vice Presidents.         At any time and from time to time after the execution and delivery of this Indenture, the  Company may deliver Notes executed by the Company to the Trustee for authentication, together  with a Company Order for the authentication and delivery of such Notes, and the Trustee in  accordance with such Company Order shall authenticate and deliver such Notes, without any  further action by the Company hereunder.         Only such Notes as shall bear thereon a certificate of authentication substantially in the  form set forth on the form of Note attached as Exhibit A hereto, executed manually by an  authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided  by Section 17.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for  any purpose.  Such certificate by the Trustee (or such an authenticating agent) upon any Note  executed by the Company shall be conclusive evidence that the Note so authenticated has been  duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this  Indenture.         In case any Officer of the Company who shall have signed any of the Notes shall cease to  be such Officer before the Notes so signed shall have been authenticated and delivered by the  Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and  delivered or disposed of as though the person who signed such Notes had not ceased to be such  Officer of the Company; and any Note may be signed on behalf of the Company by such persons  as, at the actual date of the execution of such Note, shall be the Officers of the Company,  although at the date of the execution of this Indenture any such person was not such an Officer.         Section 2.05.  Exchange and Registration of Transfer of Notes; Restrictions on Transfer;  Depositary.  (a) The Company shall cause to be kept at the Corporate Trust Office a register (the  register maintained in such office or in any other office or agency of the Company designated  pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations  as it may prescribe, the Company shall provide for the registration of Notes and of transfers of  Notes.  Such register shall be in written form or in any form capable of being converted into  written form within a reasonable period of time.  The Trustee is hereby initially appointed the                                         17  #91808965v6   10058821.1  





 






   “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.   The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.         Upon surrender for registration of transfer of any Note to the Note Registrar or any co- Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05,  the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the  designated transferee or transferees, one or more new Notes of any authorized denominations  and of a like aggregate principal amount and bearing such restrictive legends as may be required  by this Indenture.         Notes may be exchanged for other Notes of any authorized denominations and of a like  aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or  agency maintained by the Company pursuant to Section 4.02.  Whenever any Notes are so  surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and  deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration  numbers not contemporaneously outstanding.         All Notes presented or surrendered for registration of transfer or for exchange, repurchase  or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co- Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of  transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its  attorney-in-fact duly authorized in writing.         No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any  co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but  the Company and the Trustee may require a Holder to pay a sum sufficient to cover any  documentary, stamp or similar issue or transfer tax required in connection therewith as a result of  the name of the Holder of new Notes issued upon such exchange or registration of transfer being  different from the name of the Holder of the old Notes surrendered for exchange or registration  of transfer.         None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be  required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a  portion of any Note is surrendered for conversion, such portion thereof surrendered for  conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not  withdrawn) in accordance with Article 15, (iii) any Notes selected for redemption in  accordance with Article 16, except the unredeemed portion of any Note being redeemed in  part or (iv) any Notes during a period beginning at the open of business 15 calendar days  before the mailing of a Redemption Notice and ending at the close of business on the date  on which the relevant Redemption Notice is mailed.           All Notes issued upon any registration of transfer or exchange of Notes in accordance  with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and                                         18  #91808965v6   10058821.1  





 






   entitled to the same benefits under this Indenture as the Notes surrendered upon such registration  of transfer or exchange.        (b)  So long as the Notes are eligible for book-entry settlement with the Depositary,  unless otherwise required by law, subject to the fourth paragraph from the end of Section 2.05(c)  all Notes shall be represented by one or more Notes in global form (each, a “Global Note”)  registered in the name of the Depositary or the nominee of the Depositary.  The transfer and  exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical  Note shall be effected through the Depositary (but not the Trustee or the Custodian) in  accordance with this Indenture (including the restrictions on transfer set forth herein) and the  procedures of the Depositary therefor.        (c)  Every Note that bears or is required under this Section 2.05(c) to bear the legend  set forth in this Section 2.05(c) (together with any Common Stock issued upon conversion of the  Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted  Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c)  (including the legend set forth below), unless such restrictions on transfer shall be eliminated or  otherwise waived by written consent of the Company, and the Holder of each such Restricted  Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on  transfer.  As used in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses  any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.         Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the  date that is one year after the last date of original issuance of the Notes, or such shorter period of  time as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if any,  as may be required by applicable law, any certificate evidencing such Note (and all securities  issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued  upon conversion thereof, which shall bear the legend set forth in Section 2.05(d), if applicable)  shall bear a legend in substantially the following form (unless such Notes have been transferred  pursuant to a registration statement that has become or been declared effective under the  Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to  the exemption from registration provided by Rule 144 or any similar provision then in force  under the Securities Act, or unless otherwise agreed by the Company in writing, with notice  thereof to the Trustee):         THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON  CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT  BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN  ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF  OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:               (1)  REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS        ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING                                         19  #91808965v6   10058821.1  





 






         OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE        INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND               (2)  AGREES FOR THE BENEFIT OF EURONET WORLDWIDE, INC.        (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR        OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST        HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER        THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF        TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY        SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS        MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:                     (A)  TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR                     (B)  TO A QUALIFIED INSTITUTIONAL BUYER IN              COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR                     (C)  PURSUANT TO AN EXEMPTION FROM REGISTRATION              PROVIDED BY RULE 144 UNDER THE SECURITIES ACT.          PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH  CLAUSE (2)(C) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT  TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR  OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO  DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE  WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO  REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.         No transfer of any Note prior to the Resale Restriction Termination Date will be  registered by the Note Registrar unless the applicable box on the Form of Assignment and  Transfer has been checked.         Any Note (or security issued in exchange or substitution therefor) (i) as to which such  restrictions on transfer shall have expired in accordance with their terms, (ii) that has been  transferred pursuant to a registration statement that has become effective or been declared  effective under the Securities Act and that continues to be effective at the time of such transfer or  (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any  similar provision then in force under the Securities Act, may, upon surrender of such Note for  exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be  exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall  not bear the restrictive legend required by this Section 2.05(c) and shall not be assigned a  restricted CUSIP number. The Company shall be entitled to instruct the Custodian in  writing to so surrender any Global Note as to which any of the conditions set forth in clause                                         20  #91808965v6   10058821.1  





 






   (i) through (iii) of the immediately preceding sentence have been satisfied, and, upon such  instruction, the Custodian shall so surrender such Global Note for exchange; and any new  Global Note so exchanged therefor shall not bear the restrictive legend specified in this  Section 2.05(c) and shall not be assigned a restricted CUSIP number.  The Company shall  promptly notify the Trustee upon the occurrence of the Resale Restriction Termination Date and  promptly after a registration statement, if any, with respect to the Notes or any Common Stock  issued upon conversion of the Notes has been declared effective under the Securities Act.         Notwithstanding any other provisions of this Indenture (other than the provisions set forth  in this Section 2.05(c)), a Global Note may not be transferred as a whole or in part except (i) by  the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the  Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a  successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a  Global Note or a portion thereof for one or more Physical Notes in accordance with the second  immediately succeeding paragraph.         The Depositary shall be a clearing agency registered under the Exchange Act.  The  Company initially appoints The Depository Trust Company to act as Depositary with respect to  each Global Note.  Initially, each Global Note shall be issued to the Depositary, registered in the  name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as  custodian for Cede & Co.         If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or  unable to continue as depositary for the Global Notes and a successor depositary is not appointed  within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the  Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of  Default with respect to the Notes has occurred and is continuing and a beneficial owner of any  Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall  execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the  authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii),  a Physical Note to such beneficial owner in a principal amount equal to the principal amount of  such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of  clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a  portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such  Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the  Trustee such Global Notes shall be canceled.         Physical Notes issued in exchange for all or a part of the Global Note pursuant to this  Section 2.05(c) shall be registered in such names and in such authorized denominations as the  Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the  case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall  instruct the Trustee.  Upon execution and authentication, the Trustee shall deliver such Physical  Notes to the Persons in whose names such Physical Notes are so registered.                                         21  #91808965v6   10058821.1  





 






         At such time as all interests in a Global Note have been converted, canceled, repurchased,  redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee  in accordance with standing procedures and existing instructions between the Depositary and the  Custodian.  At any time prior to such cancellation, if any interest in a Global Note is exchanged  for Physical Notes, converted, canceled, repurchased, redeemed or transferred to a transferee  who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of  such Global Note, the principal amount of such Global Note shall, in accordance with the  standing procedures and instructions existing between the Depositary and the Custodian, be  appropriately reduced or increased, as the case may be, and an endorsement shall be made on  such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such  reduction or increase.         None of the Company, the Trustee or any agent of the Company or the Trustee shall have  any responsibility or liability for any aspect of the records relating to or payments made on  account of beneficial ownership interests of a Global Note or maintaining, supervising or  reviewing any records relating to such beneficial ownership interests.        (d)  Until the Resale Restriction Termination Date, any stock certificate representing  Common Stock issued upon conversion of a Note shall bear a legend in substantially the  following form (unless such Common Stock has been transferred pursuant to a registration  statement that has become or been declared effective under the Securities Act and that continues  to be effective at the time of such transfer, or pursuant to the exemption from registration  provided by Rule 144 or any similar provision then in force under the Securities Act, or such  Common Stock has been issued upon conversion of a Note that has transferred pursuant to a  registration statement that has become or been declared effective under the Securities Act and  that continues to be effective at the time of such transfer, or pursuant to the exemption from  registration provided by Rule 144 or any similar provision then in force under the Securities Act,  or unless otherwise agreed by the Company with written notice thereof to the Trustee and any  transfer agent for the Common Stock):         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT  OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,  SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH  THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL  INTEREST HEREIN, THE ACQUIRER:               (1)  REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS        ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING        OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE        INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND                (2)  AGREES FOR THE BENEFIT OF EURONET WORLDWIDE, INC.        (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR        OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST                                         22  #91808965v6   10058821.1  





 






         HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER        THE LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE        CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER        PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT        OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF        ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:                     (A)  TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR                     (B)   TO A QUALIFIED INSTITUTIONAL BUYER IN              COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR                     (C)  PURSUANT TO AN EXEMPTION FROM REGISTRATION              PROVIDED BY RULE 144 UNDER THE SECURITIES ACT.         PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH  CLAUSE (2)(C) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE  COMPANY’S COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY  OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY  REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED  TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND  APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE  AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS  OF THE SECURITIES ACT.         Any such Common Stock (i) as to which such restrictions on transfer shall have expired  in accordance with their terms, (ii) that has been transferred pursuant to a registration statement  that has become or been declared effective under the Securities Act and that continues to be  effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from  registration provided by Rule 144 or any similar provision then in force under the Securities Act,  may, upon surrender of the certificates representing such shares of Common Stock for exchange  in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for  a new certificate or certificates for a like aggregate number of shares of Common Stock, which  shall not bear the restrictive legend required by this Section 2.05(d).        (e)  Any Note or Common Stock issued upon the conversion or exchange of a Note that  is repurchased or owned by any Affiliate of the Company (or any Person who was an Affiliate of  the Company at any time during the three months preceding) may not be resold by such Affiliate  (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant  to an exemption from the registration requirements of the Securities Act in a transaction that  results in such Note or Common Stock, as the case may be, no longer being a “restricted security”  (as defined under Rule 144).  The Company shall cause any Note that is repurchased or owned  by it to be surrendered to the Trustee for cancellation in accordance with Section 2.08.                                           23  #91808965v6   10058821.1  





 






         Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes.  In case any Note shall become  mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its  written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate  and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in  exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so  destroyed, lost or stolen.  In every case the applicant for a substituted Note shall furnish to the  Company, to the Trustee and, if applicable, to such authenticating agent such security or  indemnity as may be required by them to save each of them harmless from any loss, liability,  cost or expense caused by or connected with such substitution, and, in every case of destruction,  loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to  such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such  Note and of the ownership thereof.         The Trustee or such authenticating agent may authenticate any such substituted Note and  deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and,  if applicable, such authenticating agent may require.  No service charge shall be imposed by the  Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the  issuance of any substitute Note, but the Company and the Trustee may require a Holder to pay a  sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in  connection therewith as a result of the name of the Holder of the new substitute Note being  different from the name of the Holder of the old Note that became mutilated or was destroyed,  lost or stolen.  In case any Note that has matured or is about to mature or has been surrendered  for required repurchase or is about to be converted in accordance with Article 14 shall become  mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of  issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion  of the same (without surrender thereof except in the case of a mutilated Note), as the case may be,  if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and,  if applicable, to such authenticating agent such security or indemnity as may be required by them  to save each of them harmless for any loss, liability, cost or expense caused by or connected with  such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the  Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence of  their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.         Every substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of  the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual  obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at  any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set  forth in) this Indenture equally and proportionately with any and all other Notes duly issued  hereunder.  To the extent permitted by law, all Notes shall be held and owned upon the express  condition that the foregoing provisions are exclusive with respect to the replacement, payment,  redemption, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall  preclude any and all other rights or remedies notwithstanding any law or statute existing or  hereafter enacted to the contrary with respect to the replacement, payment, redemption,  conversion or repurchase of negotiable instruments or other securities without their surrender.                                        24  #91808965v6   10058821.1  





 






         Section 2.07.  Temporary Notes.  Pending the preparation of Physical Notes, the  Company may execute and the Trustee or an authenticating agent appointed by the Trustee shall,  upon written request of the Company, authenticate and deliver temporary Notes (printed or  lithographed).  Temporary Notes shall be issuable in any authorized denomination, and  substantially in the form of the Physical Notes but with such omissions, insertions and variations  as may be appropriate for temporary Notes, all as may be determined by the Company.  Every  such temporary Note shall be executed by the Company and authenticated by the Trustee or such  authenticating agent upon the same conditions and in substantially the same manner, and with  the same effect, as the Physical Notes.  Without unreasonable delay, the Company shall execute  and deliver to the Trustee or such authenticating agent Physical Notes (other than any Global  Note) and thereupon any or all temporary Notes (other than any Global Note) may be  surrendered in exchange therefor, at each office or agency maintained by the Company pursuant  to Section 4.02 and the Trustee or such authenticating agent shall authenticate and deliver in  exchange for such temporary Notes an equal aggregate principal amount of Physical Notes.   Such exchange shall be made by the Company at its own expense and without any charge  therefor.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same  benefits and subject to the same limitations under this Indenture as Physical Notes authenticated  and delivered hereunder.         Section 2.08.  Cancellation of Notes Paid, Converted, Etc.  The Company shall cause all  Notes surrendered for the purpose of payment, repurchase, redemption, registration of transfer or  exchange or conversion, if surrendered to any Person other than the Trustee (including any of the  Company’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation.   All Notes delivered to the Trustee shall be canceled promptly by it, and no Notes shall be  authenticated in exchange thereof except as expressly permitted by any of the provisions of this  Indenture.  The Trustee shall dispose of canceled Notes in accordance with its customary  procedures and, after such disposition, shall deliver a certificate of such disposition to the  Company, at the Company’s written request in a Company Order.           Section 2.09.  CUSIP Numbers.  The Company in issuing the Notes may use “CUSIP”  numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all  notices issued to Holders as a convenience to such 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  Notes or on such notice and that reliance may be placed only on the other identification numbers  printed on the Notes.  The Company shall promptly notify the Trustee in writing of any change  in the “CUSIP” numbers.           Section 2.10.  Additional Notes; Repurchases.  The Company may, without the consent  of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional  Notes hereunder with the same terms as the Notes initially issued hereunder (other than  differences in the issue price and interest accrued prior to the issue date of such additional Notes)  in an unlimited aggregate principal amount; provided that if any such additional Notes are not  fungible with the Notes initially issued hereunder for U.S. federal income tax and securities law  purposes, such additional Notes shall have a separate CUSIP number.  Prior to the issuance of                                        25  #91808965v6   10058821.1  





 






   any such additional Notes, the Company shall deliver to the Trustee a Company Order, an  Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of  Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee  shall reasonably request.  In addition, the Company may, to the extent permitted by law, and  directly or indirectly (regardless of whether such Notes are surrendered to the Company),  repurchase Notes in the open market or otherwise, whether by the Company, its Subsidiaries,  Affiliates, agents or dealers, or through a private or public tender or exchange offer or through  counterparties to private agreements, including by cash-settled swaps or other derivatives.  The  Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash- settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance  with Section 2.08.         Section 2.11.  U.S. Federal Income Tax Treatment.  (a) For purposes of Sections 1272,  1273 and 1275 of the Code, the Notes are being issued with original issue discount (“Tax  Original Issue Discount”) and the issue date of the Notes is March 18, 2019. In addition, the  Notes are subject to the U.S. Treasury Department regulations governing contingent payment  debt instruments. For purposes of Sections 1272, 1273 and 1275 of the Code, the comparable  yield of the Notes is 5.4%, compounded semi-annually (which shall be treated as the yield to  maturity for U.S. federal income tax purposes).         (b) The Company and each Holder and beneficial holder agree (i) to treat the Notes as  indebtedness for U.S. federal income tax purposes that is subject to the U.S. Treasury  Department regulations governing contingent payment debt instruments (the “contingent debt  regulations”), (ii) that each Holder and beneficial holder shall be bound by the Company’s  application of the contingent debt regulations to the Notes, including the Company’s  determination of the “comparable yield” and “projected payment schedule” within the meaning  of the contingent debt regulations, (iii) to treat the cash and the fair market value of any Common  Stock to be received upon the conversion of the Notes as a contingent payment for purposes of  the contingent debt regulations, (iv) to accrue interest with respect to the outstanding Notes as  Tax Original Issue Discount according to the “noncontingent bond method” set forth in the  contingent debt regulations, using the comparable yield of 5.4% compounded semi-annually and  (v) that the Company and each Holder and beneficial holder will not take any position on any  U.S. federal income tax return that is inconsistent with (i), (ii), (iii) or (iv) unless required by  applicable law. The Company agrees to provide promptly to Holders of the Notes, upon written  request, the issue price, amount of Tax Original Issue Discount and projected payment schedule.          (c) Any certificate evidencing the Notes (and all securities properly treated as  indebtedness for U.S. federal income tax purposes issued in exchange therefor or substitution  thereof) shall bear a legend in substantially the following form:         THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR  UNITED STATES FEDERAL INCOME TAX PURPOSES.  THE ISSUE DATE OF THIS  SECURITY IS MARCH 18, 2019 AND FOR PURPOSES OF SECTIONS 1272, 1273 AND  1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE                                        26  #91808965v6   10058821.1  





 






   COMPARABLE YIELD IS 5.4%, COMPOUNDED SEMI-ANNUALLY. UPON REQUEST,  THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS  SECURITY INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF OID  AND THE PROJECTED PAYMENT SCHEDULE. HOLDERS SHOULD CONTACT:  GENERAL COUNSEL, EURONET WORLDWIDE, INC., 3500 COLLEGE BOULEVARD,  LEAWOOD, KANSAS 66211.                                       ARTICLE 3                            SATISFACTION AND DISCHARGE         Section 3.01.  Satisfaction and Discharge.  This Indenture shall upon request of the  Company contained in an Officers’ Certificate cease to be of further effect, and the Trustee, at  the expense of the Company, shall execute proper instruments acknowledging satisfaction and  discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other  than Notes which have been destroyed, lost or stolen and which have been replaced, paid or  converted as provided in Section 2.06) have been delivered to the Trustee for cancellation; or (ii)  the Company has deposited with the Trustee or delivered to Holders, as applicable, after the  Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any  Repurchase Date, any Fundamental Change Repurchase Date, upon conversion or otherwise,  cash or cash, shares of Common Stock or a combination thereof, as applicable, solely to satisfy  the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all  other sums due and payable under this Indenture by the Company; and (b) the Company has  delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all  conditions precedent herein provided for relating to the satisfaction and discharge of this  Indenture have been complied with.  Notwithstanding the satisfaction and discharge of this  Indenture, the obligations of the Company to the Trustee under Section 8.06 shall survive.                                      ARTICLE 4                       PARTICULAR COVENANTS OF THE COMPANY         Section 4.01.  Payment of Principal and Interest.  The Company covenants and agrees  that it will cause to be paid the principal (including the Redemption Price, the Repurchase Price  and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest  on, each of the Notes at the places, at the respective times and in the manner provided herein and  in the Notes.           Section 4.02.  Maintenance of Office or Agency.  The Company will maintain in the  Borough of Manhattan, The City of New York, an office or agency where the Notes may be  surrendered for registration of transfer or exchange or for presentation for payment or repurchase  (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to  or upon the Company in respect of the Notes and this Indenture may be served.  The Company  will give prompt written notice to the Trustee of the location, and any change in the location, of                                        27  #91808965v6   10058821.1  





 






   such office or agency.  If at any time the Company shall fail to maintain any such required office  or agency or shall fail to furnish the Trustee with the address thereof, such presentations,  surrenders, notices and demands may be made or served at the Corporate Trust Office or the  office or agency of the Trustee in the Borough of Manhattan, The City of New York.         The Company may also from time to time designate as co-Note Registrars one or more  other offices or agencies where the Notes may be presented or surrendered for any or all such  purposes and may from time to time rescind such designations; provided that no such designation  or rescission shall in any manner relieve the Company of its obligation to maintain an office or  agency in the Borough of Manhattan, The City of New York, for such purposes.  The Company  will give prompt written notice to the Trustee of any such designation or rescission and of any  change in the location of any such other office or agency.  The terms “Paying Agent” and  “Conversion Agent” include any such additional or other offices or agencies, as applicable.         The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar,  Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the  Borough of Manhattan, The City of New York, where Notes may be surrendered for registration  of transfer or exchange or for presentation for payment or repurchase or for conversion and  where notices and demands to or upon the Company in respect of the Notes and this Indenture  may be served.           Section 4.03.  Appointments to Fill Vacancies in Trustee’s Office.  The Company,  whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner  provided in Section 8.09, a Trustee, so that there shall at all times be a Trustee hereunder.         Section 4.04.  Provisions as to Paying Agent.  (a) If the Company shall appoint a Paying  Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver  to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the  provisions of this Section 4.04:                (i)  that it will hold all sums held by it as such agent for the payment of the        principal (including the Redemption Price, the Repurchase Price and the Fundamental        Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes        in trust for the benefit of the Holders of the Notes;               (ii)  that it will give the Trustee prompt notice of any failure by the Company        to make any payment of the principal (including the Redemption Price, the Repurchase        Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and        unpaid interest on, the Notes when the same shall be due and payable; and               (iii) that at any time during the continuance of an Event of Default, upon        request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust.         The Company shall, on or before each due date of the principal (including the  Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if                                        28  #91808965v6   10058821.1  





 






   applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum  sufficient to pay such principal (including the Redemption Price, the Repurchase Price and the  Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless  such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to  take such action; provided that if such deposit is made on the due date, such deposit must be  received by the Paying Agent by 11:00 a.m., New York City time, on such date.        (b)  If the Company shall act as its own Paying Agent, it will, on or before each due  date of the principal (including the Redemption Price, the Repurchase Price and the Fundamental  Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set  aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to  pay such principal (including the Redemption Price, the Repurchase Price and the Fundamental  Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and  will promptly notify the Trustee in writing of any failure to take such action and of any failure by  the Company to make any payment of the principal (including the Redemption Price, the  Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued  and unpaid interest on, the Notes when the same shall become due and payable.        (c)  Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at  any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any  other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by  the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or  amounts to be held by the Trustee upon the trusts herein contained and upon such payment or  delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying  Agent shall be released from all further liability but only with respect to such sums or amounts.        (d)  Any money and shares of Common Stock deposited with the Trustee or any Paying  Agent, or then held by the Company, in trust for the payment of the principal (including the  Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if  applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any  Note and remaining unclaimed for two years after such principal (including the Redemption  Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable),  interest or consideration due upon conversion has become due and payable shall be paid to the  Company on request of the Company contained in an Officers’ Certificate, or (if then held by the  Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as  an unsecured general creditor, look only to the Company for payment thereof, and all liability of  the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock,  and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that  the Trustee or such Paying Agent, before being required to make any such repayment, may at the  expense of the Company cause to be published once, in a newspaper published in the English  language, customarily published on each Business Day and of general circulation in The  Borough of Manhattan, The City of New York, notice that such money and shares of Common  Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30                                         29  #91808965v6   10058821.1  





 






   days from the date of such publication, any unclaimed balance of such money and shares of  Common Stock then remaining will be repaid or delivered to the Company.         Section 4.05.  Existence.  Subject to Article 12, the Company shall do or cause to be done  all things necessary to preserve and keep in full force and effect its corporate existence.         Section 4.06.  Rule 144A Information Requirement and Annual Reports.  (a)  At any time  the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so  long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall,  at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the  Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial  owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon  conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4)  under the Securities Act to facilitate the resale of such Notes or shares of Common Stock  pursuant to Rule 144A.  The Company shall take such further action as any Holder or beneficial  owner of such Notes or such Common Stock may reasonably request to the extent from time to  time required to enable such Holder or beneficial owner to sell such Notes or shares of Common  Stock in accordance with Rule 144A, as such rule may be amended from time to time.        (b)  The Company shall file with the Trustee, within 15 days after the same are required  to be filed with the Commission, copies of any documents or reports that the Company is  required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act  (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act).  Any such  document or report that the Company files with the Commission via the Commission’s EDGAR  system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of  this Section 4.06(b) at the time such documents are filed via the EDGAR system; provided that  the Trustee shall have no responsibility to determine whether the posting of such reports has  occurred.        (c)  Delivery of the reports and documents described in subsection (b) above 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 under this  Indenture (as to which the Trustee is entitled to conclusively rely on an Officers’ Certificate).        (d)  If, at any time during the six-month period beginning on, and including, the date  that is six months after the last date of original issuance of the Notes, the Company fails to  timely file any document or report that it is required to file with the Commission pursuant to  Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace  periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely  tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s  Affiliates at any time during the three months immediately preceding (as a result of restrictions  pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall  pay Additional Interest on the Notes.  Such Additional Interest shall accrue on the Notes at the                                         30  #91808965v6   10058821.1  





 






   rate of 0.25% per annum of the principal amount of the Notes outstanding for each day during  such period for which the Company’s failure to file has occurred and is continuing or the Notes  are not otherwise freely tradable by Holders other than the Company’s Affiliates (or Holders that  have been the Company’s Affiliates at any time during the three months immediately preceding)  without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes (in  either case, ending on the date that is one year from the last date of original issuance).  As used  in this Section 4.06(d), documents or reports that the Company is required to “file” with the  Commission pursuant to Section 13 or 15(d) of the Exchange Act do not include documents or  reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the  Exchange Act.          (e)  If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c)  has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise  freely tradable by Holders other than the Company’s Affiliates or Holders that were the  Company’s Affiliates at any time during the three months immediately preceding (without  restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the  365th day after the last date of original issuance of the Notes, the Company shall pay Additional  Interest on the Notes at a rate (i) equal to 0.25% per annum of the principal amount of Notes  outstanding for the first 90 days of such period and (ii) thereafter equal to 0.50% per annum of  the principal amount of Notes outstanding until the restrictive legend on the Notes has been  removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and  the Notes are freely tradable by Holders other than the Company’s Affiliates (or Holders that  were the Company’s Affiliates at any time during the three months immediately preceding)  (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes).          (f)  Additional Interest will be payable in arrears on each Interest Payment Date  following accrual in the same manner as regular interest on the Notes.          (g)  The Additional Interest that is payable in accordance with Section 4.06(d) or  Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be  payable as a result of the Company’s election pursuant to Section 7.03; provided that in no event  shall the rate of any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e),  when taken together with that of Additional Interest payable pursuant to Section 7.03 exceed a  total of 0.50% per annum.        (h)  If Additional Interest is payable by the Company pursuant to Section 4.06(d) or  Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect  stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such  Additional Interest is payable.  Unless and until a Responsible Officer of the Trustee receives at  the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no  such Additional Interest is payable.  If the Company has paid Additional Interest directly to the  Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting  forth the particulars of such payment.                                         31  #91808965v6   10058821.1  





 






         Section 4.07.  Stay, Extension and Usury Laws.  The Company covenants (to the extent  that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner  whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other  law that would prohibit or forgive the Company from paying all or any portion of the principal of  or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter  in force, or that may affect the covenants or the performance of this Indenture; and the Company  (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such  law, and covenants that it will not, by resort to any such law, hinder, delay or impede the  execution of any power herein granted to the Trustee, but will suffer and permit the execution of  every such power as though no such law had been enacted.         Section 4.08.  Compliance Certificate; Statements as to Defaults.  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 on December 31, 2019) an Officers’ Certificate stating  whether the signers thereof have knowledge of any failure by the Company to comply with all  conditions and covenants then required to be performed under this Indenture and, if so,  specifying each such failure and the nature thereof.         In addition, the Company shall deliver to the Trustee, as soon as possible, and in any  event within 30 days after the occurrence of any Event of Default or Default, an Officers’  Certificate setting forth the details of such Event of Default or Default, its status and the action  that the Company is taking or proposing to take in respect thereof.         Section 4.09.  Further Instruments and Acts.  Upon request of the Trustee, the Company  will execute and deliver such further instruments and do such further acts as may be reasonably  necessary or proper to carry out more effectively the purposes of this Indenture.                                     ARTICLE 5             LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE         Section 5.01.  Lists of Holders.  The Company covenants and agrees that it will furnish or  cause to be furnished to the Trustee, semi-annually, not more than 15 days after each March 1  and September 1 in each year beginning with September 1, 2019, and at such other times as the  Trustee may request in writing, within 30 days after receipt by the Company of any such request  (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide  any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably  require of the names and addresses of the Holders as of a date not more than 15 days (or such  other date as the Trustee may reasonably request in order to so provide any such notices) prior to  the time such information is furnished, except that no such list need be furnished so long as the  Trustee is acting as Note Registrar.         Section 5.02.  Preservation and Disclosure of Lists.  The Trustee shall preserve, in as  current a form as is reasonably practicable, all information as to the names and addresses of the                                        32  #91808965v6   10058821.1  





 






   Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained  by the Trustee in its capacity as Note Registrar, if so acting.  The Trustee may destroy any list  furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.                                     ARTICLE 6                               CONTINGENT INTEREST         Section 6.01.  Contingent Interest.  (a) Beginning with the six-month period commencing  on March 15, 2025, and for each subsequent six-month period (each, a “Contingent Interest  Period”) the Company will pay additional interest (“Contingent Interest”) to the Holders of  Notes if the Contingent Interest Trading Price per $1,000 principal amount of the Notes for each  of the five Trading Days immediately preceding the first day of the applicable Contingent  Interest Period (the “Contingent Interest Measurement Period”) equals or exceeds $1,200.           (b) During any Contingent Interest Period in which Contingent Interest is payable, the  Contingent Interest payable per $1,000 principal amount of Notes will equal the product of  (i) 0.50% per annum and (ii) the average Contingent Interest Trading Price of $1,000 principal  amount of Notes during the Contingent Interest Measurement Period and will be payable in the  same manner, at the same time and upon the same terms as regular interest payable on the Notes.  Contingent Interest, if any, shall be payable in addition to, and not in lieu of, regular interest in  respect of the Notes and any Additional Interest payable in respect of the Notes.         (c) The Company shall notify Holders, the Trustee and the Paying Agent in writing as  soon as practicable upon the Company’s determination that Holders will be entitled to receive  Contingent Interest during any Contingent Interest Period and issue a press release containing the  relevant information (and make such press release available on its website).  None of the Trustee,  Paying Agent or Bid Solicitation Agent shall have any duty to determine whether the Company  is obligated to pay Contingent Interest.                                     ARTICLE 7                              DEFAULTS AND REMEDIES         Section 7.01.  Events of Default.  Each of the following events shall be an “Event of  Default” with respect to the Notes:        (a)  default in any payment of interest on any Note when due and payable, and the  default continues for a period of 30 days;        (b)  default in the payment of principal of any Note when due and payable on the  Maturity Date, upon Optional Redemption, upon declaration of acceleration or otherwise;                                          33  #91808965v6   10058821.1  





 






         (c)  default in the payment of the Fundamental Change Repurchase Price or  Repurchase Price of any Note when due in connection with a Fundamental Change or on any of  March 15, 2025, March 15, 2029, March 15, 2034, March 15, 2039 or March 15, 2044, as the  case may be;        (d)  failure by the Company to pay or deliver, as the case may be, the consideration due  upon conversion of any Note (including any Additional Shares) when due if such failure  continues for 5 days;        (e)  failure by the Company to provide timely a Fundamental Change Company Notice  in accordance with Section 15.02(c) or notice of any event in accordance with Section  14.01(b)(ii) or Section 14.01(b)(iii), in each case when due;        (f)  failure by the Company to comply with its obligations under Article 12;        (g)  failure by the Company for 60 consecutive days after written notice from the  Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has  been received by the Company to comply with any of its other agreements contained in the Notes  or this Indenture;        (h)  default by the Company or any Subsidiary of the Company with respect to any  mortgage, agreement or other instrument under which there may be outstanding, or by which  there may be secured or evidenced, any indebtedness for money borrowed in excess of  $50 million (or its foreign currency equivalent) in the aggregate of the Company and/or any such  Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in  such indebtedness becoming or being declared due and payable prior to its scheduled maturity or  (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at  its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise and  such defaulted payment is not made, waived or extended within the applicable grace period;        (i)  a final judgment or judgments for the payment of $50 million (or its foreign  currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate  rendered against the Company or any Subsidiary of the Company by a court of competent  jurisdiction, which judgment is not paid, discharged or stayed within 60 days after (i) the date on  which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date  on which all rights to appeal have been extinguished (to the extent not covered by indemnities  provided by reputable creditworthy companies or insurance as to which the applicable insurance  company is solvent and has not denied coverage);        (j)  the Company or any Significant Subsidiary (or any group of Subsidiaries of the  Company that, taken together, would constitute a Significant Subsidiary) shall commence a  voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect  to the Company or any such Significant Subsidiary or such group of Subsidiaries of the  Company or its or their debts under any bankruptcy, insolvency or other similar law now or  hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other                                        34  #91808965v6   10058821.1  





 






   similar official of the Company or any such Significant Subsidiary or such group of Subsidiaries  of the Company or any substantial part of its or their property, or shall consent to any such relief  or to the appointment of or taking possession by any such official in an involuntary case or other  proceeding commenced against it or them, or shall make a general assignment for the benefit of  creditors, or shall fail generally to pay its or their debts as they become due; or        (k)  an involuntary case or other proceeding shall be commenced against the Company  or any Significant Subsidiary (or any group of Subsidiaries of the Company that, taken together,  would constitute a Significant Subsidiary) seeking liquidation, reorganization or other relief with  respect to the Company or such Significant Subsidiary or such group of Subsidiaries of the  Company or its or their debts under any bankruptcy, insolvency or other similar law now or  hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other  similar official of the Company or such Significant Subsidiary or such group of Subsidiaries of  the Company or any substantial part of its or their property, and such involuntary case or other  proceeding shall remain undismissed and unstayed for a period of 60 consecutive days.         Section 7.02.  Acceleration; Rescission and Annulment.  If one or more Events of Default  shall have occurred and be continuing (whatever the reason for such Event of Default and  whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any  judgment, decree or order of any court or any order, rule or regulation of any administrative or  governmental body), then, and in each and every such case (other than an Event of Default  specified in Section 7.01(j) or Section 7.01(k) with respect to the Company), either the Trustee or  the Holders of at least 25% in aggregate principal amount of the Notes then outstanding  determined in accordance with Section 9.04, by notice in writing to the Company (and to the  Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid  interest on, all the Notes to be due and payable immediately, and upon any such declaration the  same shall become and shall automatically be immediately due and payable, anything contained  in this Indenture or in the Notes to the contrary notwithstanding.  If an Event of Default specified  in Section 7.01(j) or Section 7.01(k) with respect to the Company occurs and is continuing, 100%  of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall  automatically be immediately due and payable.           The immediately preceding paragraph, however, is subject to the conditions that if, at any  time after the principal of the Notes shall have been so declared due and payable, and before any  judgment or decree for the payment of the monies due shall have been obtained or entered as  hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to  pay installments of accrued and unpaid interest upon all Notes and the principal of any and all  Notes that shall have become due otherwise than by acceleration (with interest on overdue  installments of accrued and unpaid interest to the extent that payment of such interest is  enforceable under applicable law, and on such principal at the rate borne by the Notes plus one  percent at such time) and amounts due to the Trustee pursuant to Section 8.06, and if (1)  rescission would not conflict with any judgment or decree of a court of competent jurisdiction  and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of  the principal of and accrued and unpaid interest, if any, on Notes that shall have become due                                        35  #91808965v6   10058821.1  





 






   solely by such acceleration, shall have been cured or waived pursuant to Section 7.09, then and  in every such case (except as provided in the immediately succeeding sentence) the Holders of a  majority in aggregate principal amount of the Notes then outstanding, by written notice to the  Company and to the Trustee, may waive all Defaults or Events of Default with respect to the  Notes and rescind and annul such declaration and its consequences and such Default shall cease  to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every  purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall  affect any subsequent Default or Event of Default, or shall impair any right consequent thereon.   Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment  shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment  of the principal (including the Redemption Price, the Repurchase Price and the Fundamental  Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a  failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may  be, the consideration due upon conversion of the Notes.         Section 7.03.  Additional Interest.  Notwithstanding anything in this Indenture or in the  Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default  relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b)  shall for the 360 days after the occurrence of such an Event of Default consist exclusively of  the right to receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of  the principal amount of the Notes outstanding for each day during the period beginning on, and  including, the date on which such an Event of Default first occurs and ending on the earlier of (x)  the date on which such Event of Default is cured or waived or (y) the 180th day immediately  following, and including, the date on which such Event of Default first occurred, and (ii) if such  Event of Default has not been cured or validly waived prior to the 181st day immediately  following, and including, the date on which such Event of Default first occurred, 0.50% per  annum of the aggregate principal amount of the Notes then outstanding for each day during the  period beginning on, and including, the 181st day immediately following, and including, the date  on which such Event of Default first occurred and ending on the earlier of (x) the date on which  such Event of Default is cured or waived or (y) the 360th day immediately following, and  including, the date on which such Event of Default first occurred.  If the Company so elects, such  Additional Interest shall be payable in the same manner and on the same dates as the stated  interest payable on the Notes.  On the 361st day after such Event of Default (if the Event of  Default relating to the Company’s failure to file is not cured or waived prior to such 361st day),  the Additional Interest will cease to accrue and the Notes shall be immediately subject to  acceleration as provided in Section 7.02.  The provisions of this paragraph will not affect the  rights of Holders of Notes in the event of the occurrence of any Event of Default other than the  Company’s failure to comply with its obligations as set forth in Section 4.06(b).  In the event the  Company does not elect to pay Additional Interest following an Event of Default in accordance  with this Section 7.03 or the Company elected to make such payment but does not pay the  Additional Interest when due, the Notes shall be immediately subject to acceleration as provided  in Section 7.02.                                         36  #91808965v6   10058821.1  





 






         Notwithstanding the foregoing, Additional Interest payable pursuant to this Section 7.03  shall be in addition to any Additional Interest payable pursuant to Section 4.06(d) or Section  4.06(e); provided that in no event will the rate of Additional Interest payable under this Section  7.03, when taken together with that of Additional Interest payable under Section 4.06(d) or  Section 4.06(e), exceed a total of 0.50% per annum.           In order to elect to pay Additional Interest as the sole remedy during the first 360 days  after the occurrence of any Event of Default described in the first paragraph of this Section 7.03,  the Company must notify all Holders of the Notes, the Trustee and the Paying Agent in writing  of such election prior to the beginning of such 360-day period.  Upon the failure to timely give  such notice, the Notes shall be immediately subject to acceleration as provided in Section 7.02.         Section 7.04.  Payments of Notes on Default; Suit Therefor.  If an Event of Default  described in clause (a) or (b) of Section 7.01 shall have occurred, the Company shall, upon  demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole  amount then due and payable on the Notes for principal and interest, if any, with interest on any  overdue principal and interest, if any, at the rate borne by the Notes plus one percent at such time,  and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to  the Trustee under Section 8.06.  If the Company shall fail to pay such amounts forthwith upon  such demand, the Trustee, in its own name and as trustee of an express trust, may institute a  judicial proceeding for the collection of the sums so due and unpaid, may prosecute such  proceeding to judgment or final decree and may enforce the same against the Company or any  other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the  manner provided by law out of the property of the Company or any other obligor upon the Notes,  wherever situated.         In the event there shall be pending proceedings for the bankruptcy or for the  reorganization of the Company or any other obligor on the Notes under Title 11 of the United  States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy  or reorganization, liquidator, sequestrator or similar official shall have been appointed for or  taken possession of the Company or such other obligor, the property of the Company or such  other obligor, or in the event of any other judicial proceedings relative to the Company or such  other obligor upon the Notes, or to the creditors or property of the Company or such other  obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and  payable as therein expressed or by declaration or otherwise and irrespective of whether the  Trustee shall have made any demand pursuant to the provisions of this Section 7.04, shall be  entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a  claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in  respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and  other papers or documents and to take such other actions as it may deem 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) and of the Holders  allowed in such judicial proceedings relative to the Company or any other obligor on the Notes,  its or their creditors, or its or their property, and to collect and receive any monies or other                                        37  #91808965v6   10058821.1  





 






   property payable or deliverable on any such claims, and to distribute the same after the deduction  of any amounts due to the Trustee under Section 8.06; and any receiver, assignee or trustee in  bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by  each of the Holders to make such payments to the Trustee, as administrative expenses, and, in  the event that the Trustee shall consent to the making of such payments directly to the Holders,  to pay to the Trustee any amount due it for reasonable compensation, expenses, advances and  disbursements, including agents and counsel fees, and including any other amounts due to the  Trustee under Section 8.06, incurred by it up to the date of such distribution.  To the extent that  such payment of reasonable compensation, expenses, advances and disbursements out of the  estate in any such proceedings shall be denied for any reason, payment of the same shall be  secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies,  securities and other property that the Holders of the Notes may be entitled to receive in such  proceedings, whether in liquidation or under any plan of reorganization or arrangement or  otherwise.         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 such Holder 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.         All rights of action and of asserting claims under this Indenture, or under any of the  Notes, may be enforced by the Trustee without the possession of any of the Notes, or the  production thereof at any trial or other proceeding relative thereto, and any such suit or  proceeding instituted by the Trustee shall be brought in its own name as trustee of an express  trust, and any recovery of judgment shall, after provision for the payment of the reasonable  compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be  for the ratable benefit of the Holders of the Notes.         In any proceedings brought by the Trustee (and in any proceedings involving the  interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee  shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any  Holders of the Notes parties to any such proceedings.         In case the Trustee shall have proceeded to enforce any right under this Indenture and  such proceedings shall have been discontinued or abandoned because of any waiver pursuant to  Section 7.09 or any rescission and annulment pursuant to Section 7.02 or for any other reason or  shall have been determined adversely to the Trustee, then and in every such case the Company,  the Holders and the Trustee shall, subject to any determination in such proceeding, be restored  respectively to their several positions and rights hereunder, and all rights, remedies and powers  of the Company, the Holders and the Trustee shall continue as though no such proceeding had  been instituted.         Section 7.05.  Application of Monies Collected by Trustee.  Any monies or property  collected by the Trustee pursuant to this Article 7 with respect to the Notes shall be applied in the                                         38  #91808965v6   10058821.1  





 






   following order, at the date or dates fixed by the Trustee for the distribution of such monies or  property, upon presentation of the several Notes, and stamping thereon the payment, if only  partially paid, and upon surrender thereof, if fully paid:         First, to the payment of all amounts due the Trustee under Section 8.06;          Second, in case the principal of the outstanding Notes shall not have become due and be  unpaid, to the payment of interest on, and any cash due upon conversion of, the Notes in default  in the order of the date due of the payments of such interest and cash due upon conversion, as the  case may be, with interest (to the extent that such interest has been collected by the Trustee)  upon such overdue payments at the rate borne by the Notes at such time, plus one percent, such  payments to be made ratably to the Persons entitled thereto;         Third, in case the principal of the outstanding Notes shall have become due, by  declaration or otherwise, and be unpaid to the payment of the whole amount (including, if  applicable, the payment of the Redemption Price, the Repurchase Price and the Fundamental  Change Repurchase Price and any cash due upon conversion) then owing and unpaid upon the  Notes for principal and interest, if any, with interest on the overdue principal and, to the extent  that such interest has been collected by the Trustee, upon overdue installments of interest at the  rate borne by the Notes at such time plus one percent, and in case such monies shall be  insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the  payment of such principal (including, if applicable, the Redemption Price, the Repurchase Price  and the Fundamental Change Repurchase Price and the cash due upon conversion) and interest  without preference or priority of principal over interest, or of interest over principal or of any  installment of interest over any other installment of interest, or of any Note over any other Note,  ratably to the aggregate of such principal (including, if applicable, the Redemption Price, the  Repurchase Price and the Fundamental Change Repurchase Price and any cash due upon  conversion) and accrued and unpaid interest; and         Fourth, to the payment of the remainder, if any, to the Company.         Section 7.06.  Proceedings by Holders.  Except to enforce the right to receive payment of  principal (including, if applicable, the Redemption Price, the Repurchase Price and the  Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or  delivery of the consideration due upon conversion, no Holder of any Note shall have any right by  virtue of or by availing of any provision of this Indenture to institute any suit, action or  proceeding in equity or at law upon or under or with respect to this Indenture, or for the  appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other  remedy hereunder, unless:         (a)  such Holder previously shall have given to the Trustee written notice of an Event of  Default and of the continuance thereof, as herein provided;                                          39  #91808965v6   10058821.1  





 






        (b)  Holders of at least 25% in aggregate principal amount of the Notes then  outstanding shall have made written request upon the Trustee to institute such action, suit or  proceeding in its own name as Trustee hereunder;        (c)  such Holders shall have offered to the Trustee reasonable indemnity against any  loss, liability or expense to be incurred therein or thereby;        (d)  the Trustee for 60 days after its receipt of such notice, request and offer, shall have  failed to institute any such action, suit or proceeding; and         (e)  no direction that is inconsistent with such written request shall have been given to  the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then  outstanding within such 60-day period pursuant to Section 7.09,    it being understood and intended, and being expressly covenanted by the taker and Holder of  every Note with every other taker and Holder and the Trustee that no one or more Holders shall  have any right in any manner whatever by virtue of or by availing of any provision of this  Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to  obtain priority over or preference to any other such Holder, or to enforce any right under this  Indenture, except in the manner herein provided and for the equal, ratable and common benefit  of all Holders (except as otherwise provided herein).  For the protection and enforcement of this  Section 7.06, each and every Holder and the Trustee shall be entitled to such relief as can be  given either at law or in equity.         Notwithstanding any other provision of this Indenture and any provision of any Note, the  right of any Holder to receive payment or delivery, as the case may be, of (x) the principal  (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase  Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due  upon conversion of, such Note, on or after the respective due dates expressed or provided for in  such Note or in this Indenture, or to institute suit for the enforcement of any such payment or  delivery, as the case may be, on or after such respective dates against the Company shall not be  impaired or affected without the consent of such Holder.         Section 7.07.  Proceedings by Trustee.  In case of an Event of Default, the Trustee may in  its discretion proceed to protect and enforce the rights vested in it by this Indenture by such  appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either  by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the  specific enforcement of any covenant or agreement contained in this Indenture or in aid of the  exercise of any power granted in this Indenture, or to enforce any other legal or equitable right  vested in the Trustee by this Indenture or by law.         Section 7.08.  Remedies Cumulative and Continuing.  Except as provided in the last  paragraph of Section 2.06, all powers and remedies given by this Article 7 to the Trustee or to  the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any  rights thereof or of any other powers and remedies available to the Trustee or the Holders of the                                        40  #91808965v6   10058821.1  





 






   Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the  covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or  of any Holder of any of the Notes to exercise any right or power accruing upon any Default or  Event of Default shall impair any such right or power, or shall be construed to be a waiver of any  such Default or Event of Default or any acquiescence therein; and, subject to the provisions of  Section 7.06, every power and remedy given by this Article 7 or by law to the Trustee or to the  Holders may be exercised from time to time, and as often as shall be deemed expedient, by the  Trustee or by the Holders.         Section 7.09.  Direction of Proceedings and Waiver of Defaults by Majority of Holders.   The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding  determined in accordance with Section 9.04 shall have the right to direct the time, method and  place of conducting any proceeding for any remedy available to the Trustee or exercising any  trust or power conferred on the Trustee with respect to the Notes; provided, however, that (a)  such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the  Trustee may take any other action deemed proper by the Trustee that is not inconsistent with  such direction.  The Trustee may refuse to follow any direction that it determines is unduly  prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.   The Holders of a majority in aggregate principal amount of the Notes at the time outstanding  determined in accordance with Section 9.04 may on behalf of the Holders of all of the Notes  waive any past Default or Event of Default hereunder and its consequences except (i) a default in  the payment of accrued and unpaid interest, if any, on, or the principal (including any  Redemption Price, any Repurchase Price and any Fundamental Change Repurchase Price) of, the  Notes when due that has not been cured pursuant to the provisions of Section 7.01, (ii) a failure  by the Company to pay or deliver, as the case may be, the consideration due upon conversion of  the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 11  cannot be modified or amended without the consent of each Holder of an outstanding Note  affected.  Upon any such waiver, the Company, the Trustee and the Holders of the Notes shall be  restored to their former positions and rights hereunder; but no such waiver shall extend to any  subsequent or other Default or Event of Default or impair any right consequent thereon.   Whenever any Default or Event of Default hereunder shall have been waived as permitted by this  Section 7.09, said Default or Event of Default shall for all purposes of the Notes and this  Indenture be deemed to have been cured and to be not continuing; but no such waiver shall  extend to any subsequent or other Default or Event of Default or impair any right consequent  thereon.         Section 7.10.  Notice of Defaults.  The Trustee shall, within 90 days after the occurrence  and continuance of a Default of which a Responsible Officer has received written notification,  deliver, to all Holders as the names and addresses of such Holders appear upon the Note Register,  notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured  or waived before the giving of such notice; provided that, except in the case of a Default in the  payment of the principal of (including the Redemption Price, the Repurchase Price and the  Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of  the Notes or a Default in the payment or delivery of the consideration due upon conversion, the                                        41  #91808965v6   10058821.1  





 






   Trustee shall be protected in withholding such notice if and so long as a committee of  Responsible Officers of the Trustee in good faith determines that the withholding of such notice  is in the interests of the Holders.         Section 7.11.  Undertaking to Pay Costs.  All parties to this Indenture agree, and each  Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may,  in its discretion, require, in any suit for the enforcement of any right or remedy under this  Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the  filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that  such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and  expenses, against any party litigant in such suit, having due regard to the merits and good faith of  the claims or defenses made by such party litigant; provided that the provisions of this Section  7.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any  suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in  principal amount of the Notes at the time outstanding determined in accordance with Section  9.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal  of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the  Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if  applicable) on or after the due date expressed or provided for in such Note or to any suit for the  enforcement of the right to convert any Note, or receive the consideration due upon conversion,  in accordance with the provisions of Article 14.                                     ARTICLE 8                              CONCERNING THE TRUSTEE         Section 8.01.  Duties and Responsibilities of Trustee.  The Trustee, prior to the  occurrence of an Event of Default and after the curing or waiver of all Events of Default that  may have occurred, undertakes to perform such duties and only such duties as are specifically set  forth in this Indenture.  In the event 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 its exercise, as a prudent person would exercise or use under the  circumstances in the conduct of such person’s own affairs; provided that if an Event of Default  occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or  powers under this Indenture at the request or direction of any of the Holders unless such Holders  have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss,  liability or expense that might be incurred by it in compliance with such request or direction.         No provision of this Indenture shall be construed to relieve the Trustee from liability for  its own negligent action, its own negligent failure to act or its own willful misconduct, except  that:        (a)  prior to the occurrence of an Event of Default and after the curing or waiving of all  Events of Default that may have occurred:                                        42  #91808965v6   10058821.1  





 






                (i)  the duties and obligations of the Trustee shall be determined solely by the        express provisions of this Indenture, and the Trustee shall not be liable except for the        performance of such duties and obligations as are specifically set forth in this Indenture        and no implied covenants or obligations shall be read into this Indenture against the        Trustee; and               (ii)  in the absence of negligence, bad faith or willful misconduct on the part of        the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the        correctness of the opinions expressed therein, upon any certificates or opinions furnished        to the Trustee and conforming to the requirements of this Indenture; but, in the case of        any such certificates or opinions that by any provisions hereof are specifically required to        be furnished to the Trustee, the Trustee shall be under a duty to examine the same to        determine whether or not they conform to the requirements of this Indenture (but need        not confirm or investigate the accuracy of any mathematical calculations or other facts        stated therein);        (b)  the Trustee shall not be liable for any error of judgment made in good faith by a  Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was  negligent in ascertaining the pertinent facts;        (c)  the Trustee shall not be liable with respect to any action taken or omitted to be  taken by it in good faith in accordance with the direction of the Holders of not less than a  majority of the aggregate principal amount of the Notes at the time outstanding determined as  provided in Section 9.04 relating to the time, method and place of conducting any proceeding for  any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,  under this Indenture;        (d)  whether or not therein provided, every provision of this Indenture relating to the  conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the  provisions of this Section;        (e)  the Trustee shall not be liable in respect of any payment (as to the correctness of  amount, entitlement to receive or any other matters relating to payment) or notice effected by the  Company or any Paying Agent or any records maintained by any co-Note Registrar with respect  to the Notes;        (f)  if any party fails to deliver a notice relating to an event the fact of which, pursuant  to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on  its failure to receive such notice as reason to act as if no such event occurred; and        (g)  in the event that the Trustee is also acting as Custodian, Note Registrar, Paying  Agent, Conversion Agent or transfer agent hereunder, the rights and protections afforded to the  Trustee pursuant to this Article 8 shall also be afforded to such Custodian, Note Registrar,  Paying Agent, Conversion Agent or transfer agent.                                         43  #91808965v6   10058821.1  





 






         None of the provisions contained in this Indenture shall require the Trustee to expend or  risk its own funds or otherwise incur personal financial liability in the performance of any of its  duties or in the exercise of any of its rights or powers.         Section 8.02.  Reliance on Documents, Opinions, Etc.  Except as otherwise provided in  Section 8.01:        (a)  the Trustee may conclusively rely and shall be fully protected in acting upon any  resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,  bond, note, coupon or other paper or document believed by it in good faith to be genuine and to  have been signed or presented by the proper party or parties;        (b)  any request, direction, order or demand of the Company mentioned herein shall be  sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be  herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a  copy thereof certified by the Secretary or an Assistant Secretary of the Company;        (c)  the Trustee may consult with counsel and require an Opinion of Counsel and any  advice of such counsel or Opinion of Counsel shall be full and complete authorization and  protection in respect of any action taken or omitted by it hereunder in good faith and in  accordance with such advice or Opinion of Counsel;        (d)  the Trustee shall 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 or other paper or document, but the Trustee, in its  discretion, may make such further inquiry or investigation into such facts or matters as it may see  fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be  entitled to examine the books, records and premises of the Company, personally or by agent or  attorney at the expense of the Company and shall incur no liability of any kind by reason of such  inquiry or investigation;         (e)  the Trustee may execute any of the trusts or powers hereunder or perform any  duties hereunder either directly or by or through agents, custodians, nominees or attorneys and  the Trustee shall not be responsible for any misconduct or negligence on the part of any agent,  custodian, nominee or attorney appointed by it with due care hereunder;         (f)  the permissive rights of the Trustee enumerated herein shall not be construed as  duties;        (g)  the Trustee shall be under no obligation to exercise any of the rights or powers  vested in it by this Indenture at the request or direction of any of the Holders pursuant to this  Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably  satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it  in compliance with such request or direction;                                           44  #91808965v6   10058821.1  





 






        (h)  the rights, privileges, protections, immunities and benefits given to the Trustee,  including, without limitation, its right to be indemnified, are extended to, and shall be  enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and  other Person employed to act hereunder, including, without limitation, the Note Registrar, Paying  Agents and Conversion Agent; and         (i)  the Trustee may request that the Company deliver an Officers’ Certificate setting  forth the names of individuals and/or titles of officers authorized at such time to take specified  actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Person  authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any  such certificate previously delivered and not superseded.           In no event shall the Trustee be liable for any special, punitive, indirect or consequential  loss or damage of any kind whatsoever (including but not limited to lost profits), even if the  Trustee has been advised of the likelihood of such loss or damage and regardless of the form of  action other than any such loss or damage caused by the Trustee’s willful misconduct or  negligence.  The Trustee shall not be charged with knowledge of any Default or Event of Default  with respect to the Notes, unless written notice of such Default or Event of Default shall have  been given to a Responsible Officer of the Trustee by the Company or by any Holder of the  Notes.         Section 8.03.  No Responsibility for Recitals, Etc.  The recitals contained herein and in  the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of  the Company, and the Trustee assumes no responsibility for the correctness of the same.  The  Trustee makes no representations as to the validity or sufficiency of this Indenture or of the  Notes.  The Trustee shall not be accountable for the use or application by the Company of any  Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity  with the provisions of this Indenture.         Section 8.04.  Trustee, Paying Agents, Conversion Agents or Note Registrar May Own  Notes.  The Trustee, any Paying Agent, any Conversion Agent or Note Registrar, in its individual  or any other capacity, may become the owner or pledgee of Notes with the same rights it would  have if it were not the Trustee, Paying Agent, Conversion Agent or Note Registrar.         Section 8.05.  Monies and Shares of Common Stock to Be Held in Trust.  All monies and  shares of Common Stock received by the Trustee shall, until used or applied as herein provided,  be held in trust for the purposes for which they were received.  Money and shares of Common  Stock held by the Trustee in trust hereunder need not be segregated from other funds except to  the extent required by law.  The Trustee shall be under no liability for interest on any money or  shares of Common Stock received by it hereunder except as may be agreed from time to time by  the Company and the Trustee.         Section 8.06.  Compensation and Expenses of Trustee.  The Company covenants and  agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable                                         45  #91808965v6   10058821.1  





 






   compensation for all services rendered by it hereunder in any capacity (which shall not be  limited by any provision of law in regard to the compensation of a trustee of an express trust) as  mutually agreed to in writing between the Trustee and the Company, and the Company will pay  or reimburse the Trustee upon its request for all reasonable expenses, disbursements and  advances reasonably incurred or made by the Trustee in accordance with any of the provisions of  this Indenture in any capacity thereunder (including the reasonable compensation and the  expenses and disbursements of its agents and counsel and of all Persons not regularly in its  employ) except any such expense, disbursement or advance as shall have been caused by its  negligence, willful misconduct or bad faith.  The Company also covenants to indemnify the  Trustee in any capacity under this Indenture and any other document or transaction entered into  in connection herewith and its agents and any authenticating agent for, and to hold them  harmless against, any loss, claim, damage, liability or expense incurred without negligence,  willful misconduct or bad faith on the part of the Trustee, its officers, directors, agents or  employees, or such agent or authenticating agent, as the case may be, and arising out of or in  connection with the acceptance or administration of this Indenture or in any other capacity  hereunder, including the costs and expenses of defending themselves against any claim of  liability in the premises.  The obligations of the Company under this Section 8.06 to compensate  or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and  advances shall be secured by a senior claim to which the Notes are hereby made subordinate on  all money or property held or collected by the Trustee, except, subject to the effect of Section  7.05, funds held in trust herewith for the benefit of the Holders of particular Notes.  The  Trustee’s right to receive payment of any amounts due under this Section 8.06 shall not be  subordinate to any other liability or indebtedness of the Company.  The obligation of the  Company under this Section 8.06 shall survive the satisfaction and discharge of this Indenture  and the earlier resignation or removal or the Trustee.  The Company need not pay for any  settlement made without its consent, which consent shall not be unreasonably withheld.  The  indemnification provided in this Section 8.06 shall extend to the officers, directors, agents and  employees of the Trustee.         Without prejudice to any other rights available to the Trustee under applicable law, when  the Trustee and its agents and any authenticating agent incur expenses or render services after an  Event of Default specified in Section 7.01(j) or Section 7.01(k) occurs, the expenses and the  compensation for the services are intended to constitute expenses of administration under any  bankruptcy, insolvency or similar laws.         Section 8.07.  Officers’ Certificate as Evidence.  Except as otherwise provided in Section  8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it  necessary or desirable that a matter be proved or established prior to taking or omitting any  action hereunder, such matter (unless other evidence in respect thereof be herein specifically  prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be  deemed to be conclusively proved and established by an Officers’ Certificate delivered to the  Trustee, and such Officers’ Certificate, in the absence of negligence or willful misconduct on the  part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under  the provisions of this Indenture upon the faith thereof.                                          46  #91808965v6   10058821.1  





 






         Section 8.08.  Eligibility of Trustee.  There shall at all times be a Trustee hereunder which  shall be a Person that is eligible pursuant to the Trust Indenture Act (as if the Trust Indenture Act  were applicable hereto) to act as such and has a combined capital and surplus of at least  $50,000,000.  If such Person publishes reports of condition at least annually, pursuant to law or  to the requirements of any supervising or examining authority, then for the purposes of this  Section, the combined capital and surplus of such Person shall be deemed to be its combined  capital and surplus as set forth in its most recent report of condition so published.  If at any time  the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall  resign immediately in the manner and with the effect hereinafter specified in this Article.         Section 8.09.  Resignation or Removal of Trustee.  (a) The Trustee may at any time resign  by giving written notice of such resignation to the Company and by mailing notice thereof to the  Holders at their addresses as they shall appear on the Note Register.  Upon receiving such notice  of resignation, the Company shall promptly appoint a successor trustee by written instrument, in  duplicate, executed by order of the Board of Directors, one copy of which instrument shall be  delivered to the resigning Trustee and one copy to the successor trustee.  If no successor trustee  shall have been so appointed and have accepted appointment within 60 days after the mailing of  such notice of resignation to the Holders, the resigning Trustee may, at the expense of the  Company, petition any court of competent jurisdiction for the appointment of a successor trustee,  or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or  since the date of this Indenture) may, subject to the provisions of Section 7.11, on behalf of  himself or herself and all others similarly situated, petition any such court for the appointment of  a successor trustee.  Such court may thereupon, after such notice, if any, as it may deem proper  and prescribe, appoint a successor trustee.        (b)  In case at any time any of the following shall occur:                (i)  the Trustee shall cease to be eligible in accordance with the provisions of        Section 8.08 and shall fail to resign after written request therefor by the Company or by        any such Holder, or               (ii)  the Trustee shall become incapable of acting, or shall be adjudged a        bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or        any public officer shall take charge or control of the Trustee or of its property or affairs        for the purpose of rehabilitation, conservation or liquidation,   then, in either case, the Company may by a Board Resolution remove the Trustee and appoint a  successor trustee by written instrument, in duplicate, executed by order of the Board of Directors,  one copy of which instrument shall be delivered to the Trustee so removed and one copy to the  successor trustee, or, subject to the provisions of Section 7.11, any Holder who has been a bona  fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on  behalf of himself or herself and all others similarly situated, petition any court of competent  jurisdiction for the removal of the Trustee and the appointment of a successor trustee.  Such                                         47  #91808965v6   10058821.1  





 






   court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the  Trustee and appoint a successor trustee.        (c)  The Holders of a majority in aggregate principal amount of the Notes at the time  outstanding, as determined in accordance with Section 9.04, may at any time remove the Trustee  and nominate a successor trustee that shall be deemed appointed as successor trustee unless  within ten days after notice to the Company of such nomination the Company objects thereto, in  which case the Trustee so removed or any Holder, upon the terms and conditions and otherwise  as in Section 8.09(a) provided, may petition any court of competent jurisdiction for an  appointment of a successor trustee.        (d)  Any resignation or removal of the Trustee and appointment of a successor trustee  pursuant to any of the provisions of this Section 8.09 shall become effective upon acceptance of  appointment by the successor trustee as provided in Section 8.10.         Section 8.10.  Acceptance by Successor Trustee.  Any successor trustee appointed as  provided in Section 8.09 shall execute, acknowledge and deliver to the Company and to its  predecessor trustee an instrument accepting such appointment hereunder, and thereupon the  resignation or removal of the predecessor trustee shall become effective and such successor  trustee, without any further act, deed or conveyance, shall become vested with all the rights,  powers, duties and obligations of its predecessor hereunder, with like effect as if originally  named as Trustee herein; but, nevertheless, on the written request of the Company or of the  successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it  pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such  successor trustee all the rights and powers of the trustee so ceasing to act.  Upon request of any  such successor trustee, the Company shall execute any and all instruments in writing for more  fully and certainly vesting in and confirming to such successor trustee all such rights and powers.   Any trustee ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby  made subordinate on all money or property held or collected by such trustee as such, except for  funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due  it pursuant to the provisions of Section 8.06.         No successor trustee shall accept appointment as provided in this Section 8.10 unless at  the time of such acceptance such successor trustee shall be eligible under the provisions of  Section 8.08.         Upon acceptance of appointment by a successor trustee as provided in this Section 8.10,  each of the Company and the successor trustee, at the written direction and at the expense of the  Company shall mail or cause to be mailed notice of the succession of such trustee hereunder to  the Holders at their addresses as they shall appear on the Note Register.  If the Company fails to  mail such notice within ten days after acceptance of appointment by the successor trustee, the  successor trustee shall cause such notice to be mailed at the expense of the Company.                                          48  #91808965v6   10058821.1  





 






         Section 8.11.  Succession by Merger, Etc.  Any corporation or other entity into which the  Trustee may be merged or converted or with which it may be consolidated, or any corporation or  other entity resulting from any merger, conversion or consolidation to which the Trustee shall be  a party, or any corporation or other entity succeeding to all or substantially all of the corporate  trust business of the Trustee (including the administration of this Indenture), shall be the  successor to the Trustee hereunder without the execution or filing of any paper or any further act  on the part of any of the parties hereto; provided that in the case of any corporation or other  entity succeeding to all or substantially all of the corporate trust business of the Trustee such  corporation or other entity shall be eligible under the provisions of Section 8.08.         In case at the time such successor to the Trustee shall succeed to the trusts created by this  Indenture, any of the Notes shall have been authenticated but not delivered, any such successor  to the Trustee may adopt the certificate of authentication of any predecessor trustee or  authenticating agent appointed by such predecessor trustee, and deliver such Notes so  authenticated; and in case at that time any of the Notes shall not have been authenticated, any  successor to the Trustee or an authenticating agent appointed by such successor trustee may  authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of  the successor trustee; and in all such cases such certificates shall have the full force which it is  anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have;  provided, however, that the right to adopt the certificate of authentication of any predecessor  trustee or to authenticate Notes in the name of any predecessor trustee shall apply only to its  successor or successors by merger, conversion or consolidation.         Section 8.12.  Trustee’s Application for Instructions from the Company.  Any application  by the Trustee for written instructions from the Company (other than with regard to any action  proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders  of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any  action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or  after which such action shall be taken or such omission shall be effective.  The Trustee shall not  be liable to the Company for any action taken by, or omission of, the Trustee in accordance with  a proposal included in such application on or after the date specified in such application (which  date shall not be less than three Business Days after the date any officer that the Company has  indicated to the Trustee should receive such application actually receives such application, unless  any such officer shall have consented in writing to any earlier date), unless, prior to taking any  such action (or the effective date in the case of any omission), the Trustee shall have received  written instructions in accordance with this Indenture in response to such application specifying  the action to be taken or omitted.                                     ARTICLE 9                             CONCERNING THE HOLDERS         Section 9.01.  Action by Holders.  Whenever in this Indenture it is provided that the  Holders of a specified percentage of the aggregate principal amount of the Notes may take any                                        49  #91808965v6   10058821.1  





 






   action (including the making of any demand or request, the giving of any notice, consent or  waiver or the taking of any other action), the fact that at the time of taking any such action, the  Holders of such specified percentage have joined therein may be evidenced (a) by any instrument  or any number of instruments of similar tenor executed by Holders in person or by agent or  proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any  meeting of Holders duly called and held in accordance with the provisions of Article 10, or (c)  by a combination of such instrument or instruments and any such record of such a meeting of  Holders.  Whenever the Company or the Trustee solicits the taking of any action by the Holders  of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of  such solicitation, a date as the record date for determining Holders entitled to take such action.   The record date if one is selected shall be not more than fifteen days prior to the date of  commencement of solicitation of such action.         Section 9.02.  Proof of Execution by Holders.  Subject to the provisions of Section 8.01,  Section 8.02 and Section 10.05, proof of the execution of any instrument by a Holder or its  agent or proxy shall be sufficient if made in accordance with such reasonable rules and  regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the  Trustee.  The holding of Notes shall be proved by the Note Register or by a certificate of the  Note Registrar.  The record of any Holders’ meeting shall be proved in the manner provided in  Section 10.06.         Section 9.03.  Who Are Deemed Absolute Owners.  The Company, the Trustee, any  authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar may  deem the Person in whose name a Note shall be registered upon the Note Register to be, and may  treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and  notwithstanding any notation of ownership or other writing thereon made by any Person other  than the Company or any Note Registrar) for the purpose of receiving payment of or on account  of the principal of and (subject to Section 2.03) accrued and unpaid interest on such Note, for  conversion of such Note and for all other purposes; and neither the Company nor the Trustee nor  any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any  notice to the contrary.  All such payments or deliveries so made to any Holder for the time being,  or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock or  other property so paid or delivered, effectual to satisfy and discharge the liability for monies  payable or shares deliverable upon any such Note.  Notwithstanding anything to the contrary in  this Indenture or the Notes following an Event of Default, any holder of a beneficial interest in a  Global Note may directly enforce against the Company, without the consent, solicitation, proxy,  authorization or any other action of the Depositary or any other Person, such holder’s right to  exchange such beneficial interest for a Note in certificated form in accordance with the  provisions of this Indenture.         Section 9.04.  Company-Owned Notes Disregarded.  In determining whether the Holders  of the requisite aggregate principal amount of Notes have concurred in any direction, consent,  waiver or other action under this Indenture, Notes that are owned by the Company, by any  Subsidiary thereof or by any Person directly or indirectly controlling or controlled by or under                                        50  #91808965v6   10058821.1  





 






   direct or indirect common control with the Company or any Subsidiary thereof shall be  disregarded and deemed not to be outstanding for the purpose of any such determination;  provided that for the purposes of determining whether the Trustee shall be protected in relying  on any such direction, consent, waiver or other action only Notes that a Responsible Officer  knows are so owned shall be so disregarded.  Notes so owned that have been pledged in good  faith may be regarded as outstanding for the purposes of this Section 9.04 if the pledgee shall  establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes  and that the pledgee is not the Company, a Subsidiary thereof or a Person directly or indirectly  controlling or controlled by or under direct or indirect common control with the Company or a  Subsidiary thereof.  In the case of a dispute as to such right, any decision by the Trustee taken  upon the advice of counsel shall be full protection to the Trustee.  Upon request of the Trustee,  the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying  all Notes, if any, known by the Company to be owned or held by or for the account of any of the  above described Persons; and, subject to Section 8.01, the Trustee shall be entitled to accept such  Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all  Notes not listed therein are outstanding for the purpose of any such determination.         Section 9.05.  Revocation of Consents; Future Holders Bound.  At any time prior to (but  not after) the evidencing to the Trustee, as provided in Section 9.01, of the taking of any action  by the Holders of the percentage of the aggregate principal amount of the Notes specified in this  Indenture in connection with such action, any Holder of a Note that is shown by the evidence to  be included in the Notes the Holders of which have consented to such action may, by filing  written notice with the Trustee at its Corporate Trust Office and upon proof of holding as  provided in Section 9.02, revoke such action so far as concerns such Note.  Except as aforesaid,  any such action taken by the Holder of any Note shall be conclusive and binding upon such  Holder and upon all future Holders and owners of such Note and of any Notes issued in  exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether  any notation in regard thereto is made upon such Note or any Note issued in exchange or  substitution therefor or upon registration of transfer thereof.                                    ARTICLE 10                                HOLDERS’ MEETINGS         Section 10.01.  Purpose of Meetings.  A meeting of Holders may be called at any time  and from time to time pursuant to the provisions of this Article 10 for any of the following  purposes:        (a)  to give any notice to the Company or to the Trustee or to give any directions to the  Trustee permitted under this Indenture, or to consent to the waiving of any Default or Event of  Default hereunder (in each case, as permitted under this Indenture) and its consequences, or to  take any other action authorized to be taken by Holders pursuant to any of the provisions of  Article 7;                                         51  #91808965v6   10058821.1  





 






        (b)  to remove the Trustee and nominate a successor trustee pursuant to the provisions  of Article 8;        (c)  to consent to the execution of an indenture or indentures supplemental hereto  pursuant to the provisions of Section 11.02; or        (d)  to take any other action authorized to be taken by or on behalf of the Holders of any  specified aggregate principal amount of the Notes under any other provision of this Indenture or  under applicable law.         Section 10.02.  Call of Meetings by Trustee.  The Trustee may at any time call a meeting  of Holders to take any action specified in Section 10.01, to be held at such time and at such place  as the Trustee shall determine.  Notice of every meeting of the Holders, setting forth the time and  the place of such meeting and in general terms the action proposed to be taken at such meeting  and the establishment of any record date pursuant to Section 9.01, shall be mailed to Holders of  such Notes at their addresses as they shall appear on the Note Register.  Such notice shall also be  mailed to the Company.  Such notices shall be mailed not less than 20 nor more than 90 days  prior to the date fixed for the meeting.         Any meeting of Holders shall be valid without notice if the Holders of all Notes then  outstanding are present in person or by proxy or if notice is waived before or after the meeting by  the Holders of all Notes then outstanding, and if the Company and the Trustee are either present  by duly authorized representatives or have, before or after the meeting, waived notice.         Section 10.03.  Call of Meetings by Company or Holders.  In case at any time the  Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate  principal amount of the Notes then outstanding, shall have requested the Trustee to call a  meeting of Holders, by written request setting forth in reasonable detail the action proposed to be  taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20  days after receipt of such request, then the Company or such Holders may determine the time  and the place for such meeting and may call such meeting to take any action authorized in  Section 10.01, by mailing notice thereof as provided in Section 10.02.         Section 10.04.  Qualifications for Voting.  To be entitled to vote at any meeting of  Holders a Person shall (a) be a Holder of one or more Notes on the record date pertaining to such  meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or  more Notes on the record date pertaining to such meeting.  The only Persons who shall be  entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote  at such meeting and their counsel and any representatives of the Trustee and its counsel and any  representatives of the Company and its counsel.         Section 10.05.  Regulations.  Notwithstanding any other provisions of this Indenture, the  Trustee may make such reasonable regulations as it may deem advisable for any meeting of  Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in  regard to the appointment and duties of inspectors of votes, the submission and examination of                                        52  #91808965v6   10058821.1  





 






   proxies, certificates and other evidence of the right to vote, and such other matters concerning  the conduct of the meeting as it shall think fit.         The Trustee shall, by an instrument in writing, appoint a temporary chairman of the  meeting, unless the meeting shall have been called by the Company or by Holders as provided in  Section 10.03, in which case the Company or the Holders calling the meeting, as the case may be,  shall in like manner appoint a temporary chairman.  A permanent chairman and a permanent  secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate  principal amount of the Notes represented at the meeting and entitled to vote at the meeting.         Subject to the provisions of Section 9.04, at any meeting of Holders each Holder or  proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes held or  represented by him or her; provided, however, that no vote shall be cast or counted at any  meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the  meeting to be not outstanding.  The chairman of the meeting shall have no right to vote other  than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the  proxy to vote on behalf of other Holders.  Any meeting of Holders duly called pursuant to the  provisions of Section 10.02 or Section 10.03 may be adjourned from time to time by the Holders  of a majority of the aggregate principal amount of Notes represented at the meeting, whether or  not constituting a quorum, and the meeting may be held as so adjourned without further notice.         Section 10.06.  Voting.  The vote upon any resolution submitted to any meeting of  Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or  of their representatives by proxy and the outstanding aggregate principal amount of the Notes  held or represented by them.  The permanent chairman of the meeting shall appoint two  inspectors of votes who shall count all votes cast at the meeting for or against any resolution and  who shall make and file with the secretary of the meeting their verified written reports in  duplicate of all votes cast at the meeting.  A record in duplicate of the proceedings of each  meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached  to said record the original reports of the inspectors of votes on any vote by ballot taken thereat  and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the  notice of the meeting and showing that said notice was mailed as provided in Section 10.02.  The  record shall show the aggregate principal amount of the Notes voting in favor of or against any  resolution.  The record shall be signed and verified by the affidavits of the permanent chairman  and secretary of the meeting and one of the duplicates shall be delivered to the Company and the  other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots  voted at the meeting.         Any record so signed and verified shall be conclusive evidence of the matters therein  stated.         Section 10.07.  No Delay of Rights by Meeting.  Nothing contained in this Article 10 shall  be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or  any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay                                         53  #91808965v6   10058821.1  





 






   in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders  under any of the provisions of this Indenture or of the Notes.                                    ARTICLE 11                             SUPPLEMENTAL INDENTURES         Section 11.01.  Supplemental Indentures Without Consent of Holders.  The Company,  when authorized by a Board Resolution and the Trustee, at the Company’s expense, may from  time to time and at any time enter into an indenture or indentures supplemental hereto for one or  more of the following purposes:        (a)  to cure any ambiguity, omission, defect or inconsistency;        (b)  to provide for the assumption by a Successor Company of the obligations of the  Company under this Indenture pursuant to Article 12;        (c)  to add guarantees with respect to the Notes;        (d)  to secure the Notes;        (e)  to add to the covenants or Events of Default of the Company for the benefit of the  Holders or surrender any right or power conferred upon the Company;        (f)  to make any change that does not adversely affect the rights of any Holder;  provided that, for the avoidance of doubt, any supplemental indenture made solely pursuant to  Section 11.01(h) below will be deemed to not adversely affect the rights of any Holder;         (g)  in connection with any Merger Event, provide that the notes are convertible into  Reference Property, subject to the provisions of Section 14.02, and make such related changes to  the terms of the Notes to the extent expressly required by Section 14.07; or        (h)  to conform the provisions of this Indenture or the Notes to the “Description of the  Notes” section of the Offering Memorandum.           Upon the written request of the Company, the Trustee is hereby authorized to join with  the Company in the execution of any such supplemental indenture, to make any further  appropriate agreements and stipulations that may be therein contained, but the Trustee shall not  be obligated to, but may in its discretion, enter into any supplemental indenture that affects the  Trustee’s own rights, duties or immunities under this Indenture or otherwise.         Any supplemental indenture authorized by the provisions of this Section 11.01 may be  executed by the Company and the Trustee without the consent of the Holders of any of the Notes  at the time outstanding, notwithstanding any of the provisions of Section 11.02.                                         54  #91808965v6   10058821.1  





 






         Section 11.02.  Supplemental Indentures with Consent of Holders.  With the consent  (evidenced as provided in Article 9) of the Holders of at least a majority of the aggregate  principal amount of the Notes then outstanding (determined in accordance with Section 9.04 and  including, without limitation, consents obtained in connection with a repurchase of, or tender or  exchange offer for, Notes), the Company, when authorized by a Board Resolution, and the  Trustee, at the Company’s expense, may from time to time and at any time enter into an  indenture or indentures supplemental hereto for the purpose of adding any provisions to or  changing in any manner or eliminating any of the provisions of this Indenture or any  supplemental indenture or of modifying in any manner the rights of the Holders; provided,  however, that, without the consent of each Holder of an outstanding Note affected, no such  supplemental indenture shall:        (a)  extend the Maturity Date of, or the stated time for payment of interest on, any Note;        (b)  reduce the principal amount of, or the rate of interest on, any Note;        (c)  reduce the amount of principal payable upon acceleration of the maturity of the  Notes;        (d)  make any Note payable in a currency, or at a place of payment, other than that  stated in the Note;        (e)  impair the right of any Holder to institute suit for the enforcement of any payment  on, or with respect to, such Holder’s Notes;         (f)  reduce the Redemption Price, the Repurchase Price on any Repurchase Date or the  Fundamental Change Repurchase Price of any Note or modify in any manner adverse to the  Holders the Company’s obligation to make such payments;        (g)  make any change that adversely affects the rights of Holders to convert Notes or  prevent the Company from paying the consideration due upon conversion;        (h)  adversely affect the ranking of the Notes; or        (i)  make any change in this Article 11 that requires each Holder’s consent or in the  waiver provisions in Section 7.02 or Section 7.09 except to increase the percentage required  for modification, amendment or waiver or to provide consent of each affected Holder of  Notes.         Upon the written request of the Company, and upon the filing with the Trustee of  evidence of the consent of Holders as aforesaid and subject to Section 11.05, the Trustee shall  join with the Company in the execution of such supplemental indenture unless such  supplemental indenture affects the Trustee’s own rights, duties or immunities under this  Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated  to, enter into such supplemental indenture.                                        55  #91808965v6   10058821.1  





 






         Holders do not need under this Section 11.02 to approve the particular form of any  proposed supplemental indenture.  It shall be sufficient if such Holders approve the substance  thereof.  After any such supplemental indenture becomes effective, the Company shall mail to  the Holders a notice briefly describing such supplemental indenture. However, the failure to give  such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of  the supplemental indenture.         Section 11.03.  Effect of Supplemental Indentures.  Upon the execution of any  supplemental indenture pursuant to the provisions of this Article 11, this Indenture shall be and  be deemed to be modified and amended in accordance therewith and the respective rights,  limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the  Company and the Holders shall thereafter be determined, exercised and enforced hereunder  subject in all respects to such modifications and amendments and all the terms and conditions of  any such supplemental indenture shall be and be deemed to be part of the terms and conditions of  this Indenture for any and all purposes.         Section 11.04.  Notation on Notes.  Notes authenticated and delivered after the execution  of any supplemental indenture pursuant to the provisions of this Article 11 may, at the  Company’s expense, bear a notation in form approved by the Trustee as to any matter provided  for in such supplemental indenture.  If the Company or the Trustee shall so determine, new Notes  so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any  modification of this Indenture contained in any such supplemental indenture may, at the  Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or  an authenticating agent duly appointed by the Trustee pursuant to Section 17.10) and delivered  in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.         Section 11.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished to  Trustee.  In addition to the documents required by Section 17.05, the Trustee shall receive an  Officers’ Certificate and an Opinion of Counsel each stating and as conclusive evidence that any  supplemental indenture executed pursuant hereto complies with the requirements of this Article  11 and is permitted or authorized by this Indenture.                                    ARTICLE 12                 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE         Section 12.01.  Company May Consolidate, Etc. on Certain Terms.  Subject to the  provisions of Section 12.02, the Company shall not consolidate with, enter into a binding share  exchange with, merge with or into, another Person or sell, assign, convey, transfer, lease or  otherwise dispose of the Company’s properties and assets substantially as an entirety, to any  Person, unless:        (a)  the resulting, surviving or transferee Person (the “Successor Company”), if not the  Company, shall be a corporation organized and existing under the laws of the United States of                                        56  #91808965v6   10058821.1  





 






   America, any State thereof or the District of Columbia, and the Successor Company (if not the  Company) shall expressly assume, by supplemental indenture, all of the obligations of the  Company under the Notes and this Indenture; and        (b)  immediately after giving effect to such transaction, no Default or Event of Default  shall have occurred and be continuing under this Indenture.         For purposes of this Section 12.01, the sale, conveyance, transfer or lease of all or  substantially all of the properties and assets of one or more Subsidiaries of the Company to  another Person, which properties and assets, if held by the Company instead of such Subsidiaries,  would constitute all or substantially all of the properties and assets of the Company on a  consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of the  Company’s properties and assets substantially as an entirety to another Person.         Section 12.02.  Successor Corporation to Be Substituted.  In case of any such  consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the  Successor Company, by supplemental indenture, executed and delivered to the Trustee and  satisfactory in form to the Trustee, of the due and punctual payment of the principal of and  accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the  case may be, of any consideration due upon conversion of the Notes and the due and punctual  performance of all of the covenants and conditions of this Indenture to be performed by the  Company, such Successor Company (if not the Company) shall succeed to and, except in the  case of a lease, shall be substituted for the Company, with the same effect as if it had been  named herein as the party of the first part.  Such Successor Company thereupon may cause to be  signed, and may issue either in its own name or in the name of the Company any or all of the  Notes issuable hereunder which theretofore shall not have been signed by the Company and  delivered to the Trustee; and, upon the order of such Successor Company instead of the  Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the  Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes  that previously shall have been signed and delivered by the Officers of the Company to the  Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to  be signed and delivered to the Trustee for that purpose.  All the Notes so issued shall in all  respects have the same legal rank and benefit under this Indenture as the Notes theretofore or  thereafter issued in accordance with the terms of this Indenture as though all of such Notes had  been issued at the date of the execution hereof.  In the event of any such consolidation, merger,  sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 12  the Person named as the “Company” in the first paragraph of this Indenture (or any successor  that shall thereafter have become such in the manner prescribed in this Article 12) may be  dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such  Person shall be released from its liabilities as obligor and maker of the Notes and from its  obligations under this Indenture and the Notes.                                          57  #91808965v6   10058821.1  





 






         In case of any such consolidation, merger, sale, conveyance, transfer or lease, such  changes in phraseology and form (but not in substance) may be made in the Notes thereafter to  be issued as may be appropriate.         Section 12.03.  Opinion of Counsel to Be Given to Trustee.  No such consolidation,  merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an  Officers’ Certificate and an Opinion of Counsel each stating that and as conclusive evidence that  any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and,  if a supplemental indenture is required in connection with such transaction, such supplemental  indenture, complies with the provisions of this Article 12.                                    ARTICLE 13          IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS         Section 13.01.  Indenture and Notes Solely Corporate Obligations.  No recourse for the  payment of the principal of or accrued and unpaid interest on any Note, nor for any claim based  thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant  or agreement of the Company in this Indenture or in any supplemental indenture or in any Note,  nor because of the creation of any indebtedness represented thereby, shall be had against any  incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past,  present or future, of the Company or of any successor corporation, either directly or through the  Company or any successor corporation, whether by virtue of any constitution, statute or rule of  law, or by the enforcement of any assessment or penalty or otherwise. Each Holder by accepting  a Note expressly waives and releases all such liability as a condition of, and as consideration for,  the execution of this Indenture and the issue of the Notes.                                    ARTICLE 14                               CONVERSION OF NOTES         Section 14.01.  Conversion Privilege.  (a) Subject to and upon compliance with the  provisions of this Article 14, each Holder of a Note 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 Note (i) subject to satisfaction of the conditions described in  Section 14.01(b), at any time prior to the close of business on the Business Day immediately  preceding the Maturity Date under the circumstances and during the periods set forth in Section  14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), at any time during  (x) the period beginning on, and including, December 15, 2024 and ending at the close of  business on the Business Day immediately preceding March 20, 2025 or (y)  the period  beginning on, and including December 15, 2048 and ending at the close of business on the  Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate  of 5.2987 shares of Common Stock (subject to adjustment as provided in this Article 14, the                                         58  #91808965v6   10058821.1  





 






   “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with,  the settlement provisions of Section 14.02, the “Conversion Obligation”).        (b)  (i) A Holder may surrender all or any portion of its Notes for conversion at any  time during the five Business Day period immediately after any ten consecutive Trading Day  period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of  Notes, as determined following a request by a Holder of Notes in accordance with this subsection  (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the  Closing Sale Price of the Common Stock and the Conversion Rate on each such Trading Day.   The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection  (b)(i) and the definition of Trading Price set forth in this Indenture.  Simultaneously with  requesting that the Bid Solicitation Agent determine the Trading Price, the Company shall  provide written notice to the Bid Solicitation Agent (if other than the Company) of the three  independent nationally recognized securities dealers selected by the Company pursuant to the  definition of Trading Price, along with appropriate contact information for each and the  Company shall direct such securities dealers to provide Trading Prices to the Bid Solicitation  Agent.  The Bid Solicitation Agent (if other than the Company) shall have no obligation to  determine the Trading Price per $1,000 principal amount of Notes unless the Company has  requested such determination in writing, and the Company shall have no obligation to make such  request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no  obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder  provides the Company and the Bid Solicitation Agent (if other than the Company) with  reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading  Day would be less than 98% of the product of the Closing Sale Price of the Common Stock on  that day and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation  Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation  Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes  beginning on the next Trading Day and on each of the nine successive Trading Days until the  Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the  product of the Closing Sale Price of the Common Stock and the Conversion Rate.  If (x) the  Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid  Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when  obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation  Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the  Company is acting as Bid Solicitation Agent and the Company fails to make such determination  when obligated as provided in the preceding sentence, then, in either case, the Trading Price per  $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the  Closing Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such  failure.  If the Trading Price condition set forth above has been met, the Company shall so notify  the Holders, the Trustee and the Conversion Agent (if other than the Trustee).  If, at any time  after the Trading Price condition set forth above has been met, the Trading Price per $1,000  principal amount of Notes is greater than or equal to 98% of the product of the Closing Sale  Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify  the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).                                          59  #91808965v6   10058821.1  





 






               (ii)  If the Company elects to:                      (A)   distribute to all or substantially all holders of the Common Stock              any rights, options or warrants entitling them, for a period of not more than 45              calendar days after the announcement date of such distribution, to subscribe for              or purchase shares of the Common Stock at a price per share that is less than the              average of the Closing Sale Price of the Common Stock for the 10 consecutive              Trading Day period ending on, and including, the Trading Day immediately              preceding the announcement date for such distribution; or                      (B)   distribute to all or substantially all holders of the Common Stock              the Company’s assets, debt securities or rights to purchase securities of the              Company, which distribution has a per share value, as reasonably determined by              the Board of Directors, exceeding 10% of the Closing Sale Price of the Common              Stock on the Trading Day immediately preceding the announcement date for              such distribution,   then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the  Conversion Agent (if other than the Trustee) at least 50 Scheduled Trading Days prior to the Ex- Dividend Date for such distribution.  Once the Company has given such notice, a Holder may  surrender its Notes for conversion at any time until the earlier of (1) the close of business on the  Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the  Company’s announcement that such distribution will not take place, in each case, even if the  Notes are not otherwise convertible at such time.  Holders of the Notes may not convert any of  their Notes pursuant to this Section 14.01(b)(ii) if such Holders participate in, at the same time  and upon the same terms as holders of the Common Stock and solely as a result of holding the  Notes, such distribution without having to convert their Notes as if they held a number of shares  of the Common Stock equal to (x) the principal amount of such Holders’ Notes divided by  $1,000 multiplied by (y) the Conversion Rate.               (iii) If a transaction or event that constitutes a Fundamental Change or a Make        Whole Adjustment Event occurs, regardless of whether a Holder has the right to require        the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a        party to a Merger Event (each such Fundamental Change, Make Whole Adjustment        Event or Merger Event, a “Corporate Event”), a Holder’s Notes may be surrendered for        conversion at any time on or after the date that is 50 Scheduled Trading Days prior to the        anticipated effective date of the Corporate Event (or, if later, the Business Day after the        Company gives notice of such Corporate Event) until 30 Trading Days after the actual        effective date of such Corporate Event or, if such Corporate Event also constitutes a        Fundamental Change, until the related Fundamental Change Repurchase Date.  The        Company shall notify Holders and the Trustee (and Conversion Agent, if other than the        Trustee) (i) as promptly as practicable following the date the Company publicly        announces such Corporate Event but in no event less than 50 Scheduled Trading Days        prior to the anticipated effective date of such Corporate Event or (ii) if the Company does                                        60  #91808965v6   10058821.1  





 






         not have knowledge of such Corporate Event at least 50 Scheduled Trading Days prior to        the anticipated effective date of such Corporate Event, within three Business Days of the        date upon which the Company receives notice, or otherwise becomes aware, of such        Corporate Event, but in no event later than the actual effective date of such Corporate        Event.               (iv)  Holders may surrender Notes for conversion during any calendar quarter        commencing after the calendar quarter ending on June 30, 2019 (and only during such        calendar quarter), if the Closing Sale Price of the Common Stock for at least 20 Trading        Days (whether or not consecutive) in the period of 30 consecutive Trading Days ending        on, and including, the last Trading Day of the calendar quarter immediately preceding the        calendar quarter in which the conversion occurs, is more than 130% of the applicable        Conversion Price of the Notes on each such Trading Day.               (v)   If the Company calls any or all of the Notes for redemption pursuant to        Article 16, then Holders may surrender their Notes for conversion at any time prior to the        close of business on the Business Day immediately preceding the Redemption Date, even        if the Notes are not otherwise convertible at such time.  After that time, the right to        convert shall expire, unless the Company defaults in the payment of the Redemption        Price, in which case a Holder of Notes may convert its Notes until the Redemption Price        has been paid or duly provided for.         Section 14.02.  Conversion Procedure; Settlement Upon Conversion.          (a)  Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon  conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting  Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash  Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering  any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02  (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with  cash, if applicable, in lieu of delivering  any fractional share of Common Stock in accordance  with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth  in this Section 14.02.                (i)  All conversions for which the relevant Conversion Date occurs during the        Common Conversion Period, the Maturity Conversion Period or the Redemption Period,        as the case may be, shall be settled using the same Settlement Method.                 (ii)  Except for any Conversion Date occurring during the Common        Conversion Period, the Maturity Conversion Period or the Redemption Period, the        Company shall use the same Settlement Method for all conversions with the same        Conversion Date, but the Company shall not have any obligation to use the same        Settlement Method with respect to conversions with different Conversion Dates.                                         61  #91808965v6   10058821.1  





 






               (iii) If, in respect of any Conversion Date (or one of the periods described in        the third immediately succeeding set of parentheses, as the case may be), the Company        elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in        respect of such Conversion Date (or such period, as the case may be), the Company,        through the Trustee, shall deliver such Settlement Notice to converting Holders no later        than the close of business on the Scheduled Trading Day immediately following the        relevant Conversion Date (or, in the case of any conversions for which the relevant        Conversion Date occurs (x) during the Common Conversion Period, no later than        December 15, 2024, (y) in the case of the Maturity Conversion Period, no later than        December 15, 2048 or (z) in the case of the Redemption Period, in the relevant        Redemption Notice).  If the Company does not elect a Settlement Method prior to the        deadline set forth in the immediately preceding sentence, the Company shall no longer        have the right to elect Cash Settlement or Physical Settlement and the Company shall be        deemed to have elected Combination Settlement in respect of its Conversion Obligation,        and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to        $1,000.  Such Settlement Notice shall specify the relevant Settlement Method and in the        case of an election of Combination Settlement, the relevant Settlement Notice shall        indicate the Specified Dollar Amount per $1,000 principal amount of Notes.  If the        Company delivers a Settlement Notice electing Combination Settlement in respect of its        Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000        principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per        $1,000 principal amount of Notes shall be deemed to be $1,000.               (iv)  The cash, shares of Common Stock or combination of cash and shares of        Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall        be computed as follows:                      (A)   if the Company elects to satisfy its Conversion Obligation in              respect of such conversion by Physical Settlement, the Company shall deliver to              the converting Holder in respect of each $1,000 principal amount of Notes being              converted a number of shares of Common Stock equal to the Conversion Rate in              effect on the Conversion Date;                      (B)   if the Company elects to satisfy its Conversion Obligation in              respect of such conversion by Cash Settlement, the Company shall pay to the              converting Holder in respect of each $1,000 principal amount of Notes being              converted cash in an amount equal to the sum of the Daily Conversion Values for              each of the 40 consecutive Trading Days during the related Conversion Period;              and                      (C)   if the Company elects (or is deemed to have elected) to satisfy its              Conversion Obligation in respect of such conversion by Combination Settlement,              the Company shall pay or deliver, as the case may be, in respect of each $1,000              principal amount of Notes being converted, a Settlement Amount equal to the                                        62  #91808965v6   10058821.1  





 






               sum of the Daily Settlement Amounts for each of the 40 consecutive Trading              Days during the related Conversion Period.                 (v)   The Daily Settlement Amounts (if applicable) and the Daily Conversion        Values (if applicable) shall be determined by the Company promptly following the last        day of the Conversion Period.  Promptly after such determination of the Daily Settlement        Amounts or the Daily Conversion Values, as the case may be, and the amount of cash        payable in lieu of delivering any fractional share of Common Stock, the Company shall        notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily        Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount        of cash payable in lieu of delivering fractional shares of Common Stock.  The Trustee        and the Conversion Agent (if other than the Trustee) shall have no responsibility for any        such determination.        (b)  Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert  a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the  procedures of the Depositary in effect at that time and, if required, pay funds equal to interest  payable on the next Interest Payment Date to which such Holder is not entitled as set forth in  Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver  an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion  (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and  state in writing therein the principal amount of Notes 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 to be delivered upon settlement of the Conversion Obligation to be registered, (2)  surrender such Notes, duly endorsed to the Company or in blank (and accompanied by  appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if  required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds  equal to interest payable on the next Interest Payment Date to which such Holder is not entitled  as set forth in Section 14.02(h).  The Conversion Agent shall notify the Company of any  conversion pursuant to this Article 14 on the Conversion Date for such conversion.  No Notice of  Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has  also delivered a Repurchase Notice or Fundamental Change Repurchase Notice to the Company  in respect of such Notes and has not validly withdrawn such Repurchase Notice or Fundamental  Change Repurchase Notice in accordance with Section 15.03.         If more than one Note shall be surrendered for conversion at one time by the same Holder,  the Conversion Obligation with respect to such Notes shall be computed on the basis of the  aggregate principal amount of the Notes (or specified portions thereof to the extent permitted  thereby) so surrendered.        (c)  A Note 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 subsection (b) above.  Except as set forth in Section 14.03(b) and  Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in                                        63  #91808965v6   10058821.1  





 






   respect of the Conversion Obligation on the second Business Day immediately following the  relevant Conversion Date, if the Company elects Physical Settlement, or on the second Business  Day immediately following the last Trading Day of the relevant Conversion Period, in the case  of any other Settlement Method.  If any shares of Common Stock are due to converting Holders,  the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such  Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the  Depositary for the full number of shares of Common Stock to which such Holder shall be  entitled in satisfaction of the Company’s Conversion Obligation.        (d)  In case any Note shall be surrendered for partial conversion, the Company shall  execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder  of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate  principal amount equal to the unconverted portion of the surrendered Note, without payment of  any service charge by the converting Holder but, if required by the Company or Trustee, with  payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or  similar governmental charge required by law or that may be imposed in connection therewith as  a result of the name of the Holder of the new Notes issued upon such conversion being different  from the name of the Holder of the old Notes surrendered for such conversion.        (e)  If a Holder submits a Note for conversion, the Company shall pay any documentary,  stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon  conversion, unless the tax is due because the Holder requests such shares to be issued in a name  other than the Holder’s name, in which case the Holder shall pay that tax.  The Conversion  Agent may refuse to deliver the certificates representing the shares of Common Stock being  issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay  any tax that is due by such Holder in accordance with the immediately preceding sentence.          (f)  Except as provided in Section 14.04, no adjustment shall be made for dividends on  any shares of Common Stock issued upon the conversion of any Note as provided in this Article  14.        (g)  Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian  at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in  the principal amount represented thereby.  The Company shall notify the Trustee in writing of  any conversion of Notes effected through any Conversion Agent other than the Trustee.        (h)  Upon conversion, a Holder shall not receive any separate cash payment for accrued  and unpaid interest, if any, except as set forth below.  The Company’s settlement of the full  Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal  amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant  Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the  relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished  or forfeited.  Upon a conversion of Notes into a combination of cash and shares of Common  Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such                                         64  #91808965v6   10058821.1  





 






   conversion.  Notwithstanding the foregoing, if Notes are converted after the close of business on  a Regular Record Date, Holders of such Notes as of the close of business on such Regular  Record Date will receive the full amount of interest payable on such Notes on the corresponding  Interest Payment Date notwithstanding the conversion.  Notes surrendered for conversion during  the period from the close of business on any Regular Record Date to the open of business on the  immediately following Interest Payment Date must be accompanied by funds equal to the  amount of interest payable on the Notes so converted; provided that no such payment shall be  required (1) if the Company has specified a Fundamental Change Repurchase Date that is after a  Regular Record Date and on or prior to the Business Day immediately succeeding the date on  which the corresponding interest payment is made; (2) if the Company has specified a  Redemption Date that is after a Regular Record Date and on or prior to the Business Day  immediately succeeding the date on which the corresponding interest payment is made; (3) for  conversions following the Regular Record Date immediately preceding March 15, 2025; (4) for  conversions following the Regular Record Date immediately preceding the Maturity Date; or (5)  to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of  conversion with respect to such Note.  Therefore, for the avoidance of doubt, all Holders of  record on the Regular Record Date immediately preceding (x) March 15, 2025 shall receive the  full interest payment due on March 15, 2025 regardless of whether their Notes have been  converted following such Regular Record Date and (y) the Maturity Date shall receive the full  interest payment due on the Maturity Date regardless of whether their Notes have been converted  following such Regular Record Date.        (i)  The Person in whose name the shares of Common Stock shall be issuable upon  conversion shall be treated as a stockholder of record as of the close of business on the relevant  Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical  Settlement) or the close of business on the last Trading Day of the relevant Conversion Period (if  the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as  the case may be.  Upon a conversion of Notes, such Person shall no longer be a Holder of such  Notes surrendered for conversion.        (j)  The Company shall not issue any fractional share of Common Stock upon  conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of  Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion  Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day  of the relevant Conversion Period (in the case of Combination Settlement). For each Note  surrendered for conversion, if the Company has elected Combination Settlement, the full number  of shares that shall be issued upon conversion thereof shall be computed on the basis of the  aggregate Daily Settlement Amounts for the relevant Conversion Period and any fractional  shares remaining after such computation shall be paid in cash.         Section 14.03.  Increased Conversion Rate Applicable to Certain Notes Surrendered in  Connection with Make-Whole Adjustment Events.  (a)  If a Make Whole Adjustment Event  occurs and a Holder elects to convert its Notes in connection with such Make Whole Adjustment  Event, the Company shall, under the circumstances described below, increase the Conversion                                        65  #91808965v6   10058821.1  





 






   Rate for the Notes so surrendered for conversion by a number of additional shares of Common  Stock (the “Additional Shares”), as described below.  A conversion of Notes shall be deemed  for these purposes to be “in connection with” such Make Whole Adjustment Event if the relevant  Notice of Conversion is received by the Conversion Agent from, and including, the Effective  Date of the Make Whole Adjustment Event up to, and including, the Business Day immediately  prior to the related Fundamental Change Repurchase Date (or, in the case of a Make Whole  Adjustment Event that does not also constitute a Fundamental Change, the 35th Business Day  immediately following the Effective Date of such Make Whole Adjustment Event).          (b)  Upon surrender of Notes for conversion in connection with a Make Whole  Adjustment Event pursuant to Section 14.01(b)(iii), the Company shall, at its option, satisfy the  related Conversion Obligation by Physical Settlement, Cash Settlement or Combination  Settlement in accordance with Section 14.02; provided, however, that if, at the effective time of a  Make Whole Adjustment Event described in clause (b) of the definition of Fundamental Change,  the Reference Property following such Make Whole Adjustment Event is composed entirely of  cash, for any conversion of Notes following the Effective Date of such Make Whole Adjustment  Event, the Conversion Obligation shall be calculated based solely on the Stock Price for the  transaction and shall be deemed to be an amount of cash per $1,000 principal amount of  converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares),  multiplied by such Stock Price.  In such event, the Conversion Obligation shall be paid to  Holders in cash on the second Business Day following the Conversion Date. The Company shall  notify the Holders of Notes, the Trustee and the Conversion Agent of the anticipated Effective  Date of any Make Whole Adjustment Event and issue a press release as soon as practicable after  it first determines the anticipated Effective Date of such Make Whole Adjustment Event (and  shall make the press release available on its website).        (c)  The number of Additional Shares, if any, by which the Conversion Rate shall be  increased shall be determined by reference to the table below, based on the date on which the  Make Whole Adjustment Event occurs or becomes effective (the “Effective Date”) and the price  (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the Make  Whole Adjustment Event.  If the holders of the Common Stock receive in exchange for their  Common Stock only cash in a Make Whole Adjustment Event described in clause (b) of the  definition of Fundamental Change, the Stock Price shall be the cash amount paid per share.   Otherwise, the Stock Price shall be the average of the Closing Sale Prices of the Common Stock  over the five consecutive Trading Day period ending on, and including, the Trading Day  immediately preceding the Effective Date of the Make Whole Adjustment Event.  The Board of  Directors shall make appropriate adjustments to the Stock Price, in its good faith determination,  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, Effective Date (as  such term is used in Section 14.04) or expiration date of the event occurs during such five  consecutive Trading Day period.        (d)  The Stock Prices set forth in the column headings of the table below shall be  adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted.  The                                        66  #91808965v6   10058821.1  





 






           adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such      adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately      prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which      is the Conversion Rate as so adjusted.  The number of Additional Shares set forth in the table      below shall be adjusted in the same manner and at the same time as the Conversion Rate as set      forth in Section 14.04.            (e)  The following table sets forth the number of Additional Shares of Common Stock      by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant      to this Section 14.03 for each Stock Price and Effective Date set forth below:                                                          Stock Price   Effective Date $138.77  $150.00  $170.00  $188.73  $200.00  $225.00  $245.35  $260.00  $280.00  $300.00  $325.00  $350.00  $400.00  $650.00  March 18, 2019 .................1.9074 1.6028 1.1918 0.9147 0.7841 0.5631 0.4339 0.3611 0.2821 0.2212 0.1635 0.1209 0.0653 0.0000 March 15, 2020 .................1.9074 1.5949 1.1631 0.8747 0.7398 0.5147 0.3857 0.3143 0.2383 0.1810 0.1283 0.0907 0.0441 0.0000 March 15, 2021 .................1.9074 1.5718 1.1151 0.8124 0.6724 0.4426 0.3151 0.2466 0.1763 0.1256 0.0817 0.0525 0.0201 0.0000 March 15, 2022 .................1.9074 1.5441 1.0564 0.7314 0.5805 0.3347 0.2041 0.1392 0.0803 0.0450 0.0209 0.0089 0.0005 0.0000 September 20, 2022 ...........1.9074 1.5303 1.0315 0.6997 0.5441 0.2804 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 March 15, 2023 .................1.9074 1.5079 0.9985 0.6666 0.5140 0.2612 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 March 15, 2024 .................1.9074 1.4267 0.8709 0.5336 0.3910 0.1805 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 March 20, 2025 .................1.9074 1.3680 0.5837 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000                 The exact Stock Prices and Effective Dates may not be set forth in the table above, in      which case:                    (i)  if the Stock Price is between two Stock Prices in the table above or the            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 next higher and next lower Stock Prices and the earlier            and later Effective Dates, as applicable, based on a 365-day year;                   (ii)  if the Stock Price is greater than $650.00 per share (subject to adjustment            in the same manner as the Stock Prices set forth in the column headings of the table            above pursuant to subsection (d) above), no Additional Shares shall be added to the            Conversion Rate; and                    (iii) if the Stock Price is less than $138.77 per share (subject to adjustment in            the same manner as the Stock Prices set forth in the column headings of the table above            pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion            Rate.       Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal      amount of Notes exceed 7.2061 shares of Common Stock, subject to adjustment in the same      manner as the Conversion Rate pursuant to Section 14.04.                                             67      #91808965v6       10058821.1  





 






        (f)  Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate  pursuant to Section 14.04 in respect of a Make Whole Adjustment Event.         Section 14.04.  Adjustment of Conversion Rate.  The Conversion Rate shall be adjusted  from time to time by the Company if any of the following events occurs, except that the  Company shall not make any adjustments to the Conversion Rate if Holders of the Notes  participate (other than in the case of (x) a share split or share combination or (y) a tender or  exchange offer), at the same time and upon the same terms as holders of the Common Stock and  solely as a result of holding the Notes, in any of the transactions described in this Section 14.04,  without having to convert their Notes, as if they held a number of shares of Common Stock equal  to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes  held by such Holder.        (a)  If the Company solely issues shares of Common Stock as a dividend or distribution  on all or substantially all of the shares of the Common Stock, or if the Company effects a  subdivision or combination of the Common Stock, the Conversion Rate shall be adjusted based  on the following formula:                                             OS'                                CR'  CR 0                                                OS0  where,   CR0   =    the Conversion Rate in effect immediately prior to the open of business on the Ex-            Dividend Date of such dividend or distribution, or immediately prior to the open of             business on the Effective Date of such subdivision or combination of Common             Stock, as the case may be;   CR'   =   the Conversion Rate in effect immediately after the open of business on the Ex-            Dividend Date for such dividend or distribution, or immediately after the open of             business on the Effective Date of such subdivision or combination of Common             Stock, as the case may be;   OS0   =    the number of shares of Common Stock outstanding immediately prior to the open             of business on the Ex-Dividend Date for such dividend or distribution, or             immediately prior to the open of business on the Effective Date of such subdivision             or combination of Common Stock, as the case may be; and   OS'   =   the number of shares of Common Stock outstanding immediately after giving             effect to such dividend or distribution, or immediately after the Effective Date of             such subdivision or combination of Common Stock, as the case may be, after             giving effect to such issuance, subdivision or combination.                                          68  #91808965v6   10058821.1  





 






   Any adjustment made under this Section 14.04(a) shall become effective immediately after the  open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after  the open of business on the Effective Date for such subdivision or combination of Common  Stock, as applicable.  If any dividend or distribution of the type described in this Section 14.04(a)  is declared but not so paid or made, the Conversion Rate shall be immediately readjusted,  effective as of the date the Board of Directors determines not to pay such dividend or distribution,  to the Conversion Rate that would then be in effect if such dividend or distribution had not been  declared.        (b)  If the Company distributes to all or substantially all holders of the Common Stock  any rights, options or warrants entitling them, for a period of not more than 45 calendar days  after the announcement date of such distribution, to subscribe for or purchase shares of the  Common Stock at a price per share that is less than the average of the Closing Sale Prices of the  Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading  Day immediately preceding the announcement date for such distribution, the Conversion Rate  shall be increased based on the following formula:                                            OS0  X                               CR' CR0                                                  OS0  Y  where,   CR0   =    the Conversion Rate in effect immediately prior to the open of business on the Ex-            Dividend Date for such distribution;   CR'   =   the Conversion Rate in effect immediately after the open of business on the Ex-            Dividend Date for such distribution;   OS0   =    the number of shares of Common Stock outstanding immediately prior to the open             of business on the Ex-Dividend Date for such distribution;   X     =    the total number of shares of Common Stock issuable pursuant to such rights,             options or warrants; and   Y     =    the number of shares of Common Stock equal to the aggregate price payable to             exercise such rights, options or warrants, divided by the average of the Closing Sale             Prices of the Common Stock over the 10 consecutive Trading Day period ending             on, and including, the Trading Day immediately preceding the announcement date             for such distribution.   Any increase made under this Section 14.04(b) shall be made successively whenever any such  rights, options or warrants are distributed and shall become effective immediately after the open  of business on the Ex-Dividend Date for such distribution.  To the extent that shares of the  Common Stock are not delivered after the expiration of such rights, options or warrants, the                                         69  #91808965v6   10058821.1  





 






   Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the  increase with respect to the distribution of such rights, options or warrants been made on the  basis of delivery of only the number of shares of Common Stock actually delivered.  If such  rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the  Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not  occurred.         For purposes of this Section 14.04(b) and for the purpose of Section 14.01(b)(ii)(A), in  determining whether any rights, options or warrants entitle the holders to subscribe for or  purchase shares of the Common Stock at less than such average of the Closing Sale Prices of the  Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading  Day immediately preceding the announcement date for such distribution, there shall be taken into  account any consideration received by the Company for such rights, options or warrants and any  amount payable on exercise or conversion thereof, the value of such consideration, if other than  cash, to be determined by the Board of Directors.          (c)  If the Company distributes shares of its Capital Stock, evidences of its indebtedness,  other assets or property of the Company or rights, options or warrants to acquire its Capital Stock  or other securities, to all or substantially all holders of the Common Stock, excluding (i)  dividends, distributions or issuances as to which an adjustment referred to in Section 14.04(a) or  Section 14.04(b), (ii) dividends or distributions paid exclusively in cash described in Section  14.04(d), and (iii) Spin-Offs as to which the provisions set forth below in this Section 14.04(c)  shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or  property or rights, options or warrants to acquire Capital Stock or other securities, the  “Distributed Property”), then the Conversion Rate shall be increased based on the following  formula:                                              SP0                              CR'  CR 0                                                  SP0  FMV  where,   CR0   =    the Conversion Rate in effect immediately prior to the open of business on the Ex-            Dividend Date for such distribution;   CR'   =   the Conversion Rate in effect immediately after the open of business on the Ex-            Dividend Date for such distribution;   SP0   =    the average of the Closing Sale Prices of the Common Stock over the 10             consecutive Trading Day period ending on, and including, the Trading Day             immediately preceding the Ex-Dividend Date for such distribution; and                                          70  #91808965v6   10058821.1  





 






   FMV  =    the fair market value (as determined by the Board of Directors) of the Distributed             Property with respect to each outstanding share of the Common Stock as of the             open of business on the Ex-Dividend Date for such distribution.   Any increase made under the portion of this Section 14.04(c) above shall become effective  immediately after the open of business on the Ex-Dividend Date for such distribution.  If such  distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion  Rate that would then be in effect if such distribution had not been declared.  Notwithstanding the  foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in  lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000  principal amount thereof, at the same time and upon the same terms as holders of the Common  Stock receive the Distributed Property without having to convert its Notes, the amount and kind  of Distributed Property such Holder would have received if such Holder owned a number of  shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the  distribution.  If the Board of Directors determines the “FMV” (as defined above) of any  distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued  trading market for any securities, it shall in doing so consider the prices in such market over the  same period used in computing the Closing Sale Prices of the Common Stock over the 10  consecutive Trading Day period ending on, and including, the Trading Day immediately  preceding the Ex-Dividend Date for such distribution.         With respect to an adjustment pursuant to this Section 14.04(c) where there has been a  payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of  any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit  of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S.  national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the  following formula:                                          FMV0   MP0                             CR'  CR 0                                                      MP0  where,   CR0   =    the Conversion Rate in effect immediately prior to the open of business on the Ex-            Dividend Date for the Spin-Off;   CR'   =   the Conversion Rate in effect immediately after the open of business on the Ex-            Dividend Date for the Spin-Off;   FMV0  =    the average of the Closing Sale Prices of the Capital Stock or similar equity interest             distributed to holders of the Common Stock applicable to one share of the             Common Stock (determined by reference to the definition of Closing Sale Price as             set forth in Section 1.01 as if references therein to Common Stock were to such             Capital Stock or similar equity interest) over the first 10 consecutive Trading Day                                        71  #91808965v6   10058821.1  





 






              period immediately following, and including, the Ex-Dividend Date for the Spin-            Off (such period, the “Valuation Period”); and   MP0   =    the average of the Closing Sale Prices of the Common Stock over the Valuation             Period.         The increase to the Conversion Rate under the preceding paragraph shall be made  immediately after the close of business on the last Trading Day of the Valuation Period, but will  be given effect as of the open of business on the Ex-Dividend Date for the Spin-Off. If the Ex- Dividend Date for the Spin-Off is less than 10 Trading Days prior to, and including, the end of  the Conversion Period in respect of any conversion, references within the preceding paragraph to  10 Trading Days shall be deemed to be replaced, for purposes of calculating the consideration  due in respect of such conversion, with such lesser number of Trading Days as have elapsed  from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading  Day of such Conversion Period.  For purposes of determining the Conversion Rate, in respect of  any conversion during the 10 Trading Days commencing on the Ex-Dividend Date for any Spin- Off, references within the preceding paragraph  related to “Spin-Offs” to 10 Trading Days shall  be deemed replaced with such lesser number of Trading Days as have elapsed from, and  including, the Ex-Dividend Date for such Spin-Off to, but excluding, the relevant Conversion  Date. If such Spin-Off is subsequently cancelled and does not become effective, the Conversion  Rate shall be readjusted to be the Conversion Rate that would have been in effect if such Spin- Off had not been declared, effective as of the date the Board of Directors cancels or determines  not to effect such Spin-Off.         For purposes of this Section 14.04(c) (and subject in all respect to Section 14.11), rights,  options or warrants distributed by the Company to all holders of the Common Stock entitling  them to subscribe for or purchase shares of the Company’s Capital Stock, including Common  Stock (either initially or under certain circumstances), which rights, options or warrants, until the  occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred  with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in  respect of future issuances of the Common Stock, shall be deemed not to have been distributed  for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under this  Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon  such rights, options or warrants shall be deemed to have been distributed and an appropriate  adjustment (if any is required) to the Conversion Rate shall be made under this Section 14.04(c).   If any such right, option or warrant are subject to events, upon the occurrence of which such  rights, options 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 Ex-Dividend Date with respect to new rights, options  or warrants with such rights (in which case the existing rights, options or warrants shall be  deemed to terminate and expire on such date without exercise by any of the holders thereof).  In  addition, in the event of any distribution (or deemed distribution) of rights, options or warrants,  or any Trigger Event or other event (of the type described in the immediately preceding sentence)  with respect thereto that was counted for purposes of calculating a distribution amount for which                                        72  #91808965v6   10058821.1  





 






   an adjustment to the Conversion Rate under this Section 14.04(c) was made, (1) in the case of  any such rights, options or warrants that shall all have been redeemed or purchased without  exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate  shall be readjusted as if such rights, options or warrants had not been issued and (y) the  Conversion Rate shall then again be readjusted to give effect to such distribution, deemed  distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to  the per share redemption or purchase price received by a holder or holders of Common Stock  with respect to such rights, options or warrants (assuming such holder had retained such rights,  options or warrants), made to all holders of Common Stock as of the date of such redemption or  purchase, and (2) in the case of such rights, options 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, options and warrants had not been issued.         For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c), if any  dividend or distribution to which this Section 14.04(c) is applicable also includes one or both of:          (A)  a dividend or distribution of shares of Common Stock to which Section 14.04(a)  is applicable (the “Clause A Distribution”); or         (B)  a dividend or distribution of rights, options or warrants to which Section 14.04(b)  is applicable (the “Clause B Distribution”),   then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and  the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section  14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment  required by this Section 14.04(c) with respect to such Clause C Distribution shall then be made,  and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately  follow the Clause C Distribution and any Conversion Rate adjustment required by Section  14.04(a) and Section 14.04(b) with respect thereto shall then be made, except that, if determined  by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B  Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II)  any shares of Common Stock included in the Clause A Distribution or Clause B Distribution  shall be deemed not to be “outstanding immediately prior to the open of business on such Ex- Dividend Date or Effective Date” within the meaning of Section 14.04(a) or “outstanding  immediately prior to the open of business on such Ex-Dividend Date” within the meaning of  Section 14.04(b).        (d)  If any cash dividend or distribution is made to all or substantially all holders of the  Common Stock, the Conversion Rate shall be adjusted based on the following formula:                                 CR'  CR   SP0                                       0 SP   C                                           0      where,                                        73  #91808965v6   10058821.1  





 






   CR0   =    the Conversion Rate in effect immediately prior to the open of business on the Ex-            Dividend Date for such dividend or distribution;   CR'   =   the Conversion Rate in effect immediately after the open of business on the Ex-            Dividend Date for such dividend or distribution;   SP0   =    the Closing Sale Price of the Common Stock on the Trading Day immediately             preceding the Ex-Dividend Date for such dividend or distribution; and   C     =   the amount in cash per share the Company distributes to all or substantially all             holders of the Common Stock.   Any increase pursuant to this Section 14.04(d) shall become effective immediately after the open  of business on the Ex-Dividend Date for such dividend or distribution.  If such dividend or  distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the  Board of Directors determines not to make or pay such dividend or distribution, to be the  Conversion Rate that would then be in effect if such dividend or distribution had not been  declared.  Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than  “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive,  for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders  of shares of the Common Stock without having to convert its Notes, the amount of cash that such  Holder would have received if such Holder owned a number of shares of Common Stock equal  to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.          (e)  If the Company or any of its Subsidiaries make a payment in respect of a tender  offer or exchange offer for the Common Stock, to the extent that the cash and value of any other  consideration included in the payment per share of the Common Stock exceeds the average of  the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period  commencing on, and including, the Trading Day next succeeding the last date on which tenders  or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”),  the Conversion Rate shall be increased based on the following formula:                                        AC  SP'OS'                            CR'  CR 0                                                      OS0 SP'  where,   CR0   =    the Conversion Rate in effect immediately prior to the open of business on the             Trading Day next succeeding the Expiration Date;   CR'   =   the Conversion Rate in effect immediately after the open of business on the             Trading Day next succeeding the Expiration Date;                                          74  #91808965v6   10058821.1  





 






   AC    =   the aggregate value of all cash and any other consideration (as determined by the             Board of Directors) paid or payable for shares of Common Stock purchased in such             tender or exchange offer;   OS0   =    the number of shares of Common Stock outstanding immediately prior to the time             (the “Expiration Time”) such tender or exchange offer expires (prior to giving             effect to the purchase or exchange of all shares of Common Stock accepted for             purchase or exchange in such tender offer or exchange offer);   OS'   =   the number of shares of Common Stock outstanding immediately after the             Expiration Time (after giving effect to the purchase or exchange of all shares of             Common Stock accepted for purchase or exchange in such tender offer or exchange             offer); and   SP'   =    the average of the Closing Sale Prices of the Common Stock over the 10             consecutive Trading Day period (the “Tender Valuation Period”) commencing on,             and including, the Trading Day next succeeding the Expiration Date.   The increase to the Conversion Rate under this Section 14.04(e) shall be made immediately  after the close of business on the last day of the Tender Valuation Period, but will be given  effect at the open of business on the Trading Day next succeeding the Expiration Date.  If the  Trading Day next succeeding the Expiration Date is less than 10 Trading Days prior to, and  including, the end of the Conversion Period in respect of any conversion, references in this  Section 14.04(e) with respect to 10 Trading Days shall be deemed replaced, for purposes of  calculating the consideration due in respect of such conversion, with such lesser number of  Trading Days as have elapsed from, and including, the Trading Day next succeeding the  Expiration Date to, and including, the last Trading Day of such Conversion Period.  For purposes  of determining the Conversion Rate, in respect of any conversion during the 10 Trading Days  commencing on the Trading Day next succeeding the Expiration Date, references within this  Section 14.04(e) to 10 Trading Days shall be deemed replaced with such lesser number of  Trading Days as have elapsed from, and including, the Trading Day next succeeding the  Expiration Date to, but excluding, the relevant Conversion Date.        (f)  If (a) the Company elects to satisfy its Conversion Obligation through Combination  Settlement, and shares of the Common Stock are deliverable in respect of a given Trading Day in  the relevant Conversion Period; (b) any distribution or transaction described in clauses (a), (b),  (c), (d) and (e) of this Section 14.04 has not yet resulted in an adjustment to the Conversion Rate  on the Trading Day in question; and (c) the shares a Holder will receive in respect of such  Trading Day are not entitled to participate in the relevant distribution or transaction (because  they were not held on a related record date or otherwise), then the Company shall adjust the  number of shares of the Common Stock that shall be deliverable in respect of the relevant  Trading Day to reflect the relevant distribution or transaction.                                          75  #91808965v6   10058821.1  





 






        (g)  Notwithstanding this Section 14.04 or any other provision of this Indenture or the  Notes, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date, and a  Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the  related Record Date would be treated as the record holder of the shares of Common Stock as of  the related Conversion Date as described under Section 14.02(i) based on an adjusted Conversion  Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment  provisions in this Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend  Date shall not be made for such converting Holder. Instead, such Holder shall be treated as if  such Holder were the record owner of the shares of Common Stock on an unadjusted basis and  participate in the related dividend, distribution or other event giving rise to such adjustment.        (h)  In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this  Section 14.04, and to the extent permitted by applicable law and subject to the applicable rules of  any exchange on which any of the Company’s securities are then listed, the Company from time  to time may increase the Conversion Rate by any amount for a period of at least 20 Business  Days so long as the increase is irrevocable during such period and the Board of Directors  determines that such increase would be in the Company’s best interest.  In addition, to the extent  permitted by applicable law and subject to the applicable rules of any exchange on which any of  the Company’s securities are then listed, the Company may (but is not required to) increase the  Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to  purchase Common Stock in connection with a dividend or distribution of shares of Common  Stock (or rights to acquire shares of Common Stock) or similar event.  Whenever the Conversion  Rate is increased pursuant to either of the preceding two sentences, the Company must provide  the Holder of each Note a notice of the increase at least 15 days prior to the date the increased  Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the  period during which it will be in effect.        (i)  Except as stated herein, the Conversion Rate shall not be adjusted:                (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 the        Company’s securities 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 those shares pursuant to any present or future employee, director or consultant        benefit plan or program of or assumed by the Company or any of the Company’s        Subsidiaries;               (iii) upon the issuance of any shares of the Common Stock pursuant to any        option, warrant, right or exercisable, exchangeable or convertible security not described        in clause (ii) of this subsection and outstanding as of the date the Notes were first issued;               (iv)  solely for a change in the par value of the Common Stock; or                                         76  #91808965v6   10058821.1  





 






               (v)   for accrued and unpaid interest, including Contingent Interest or        Additional Interest, if any.        (j)  All calculations and other determinations under this Article 14 shall be made to the  nearest one-ten thousandth (1/10,000th) of a share.  The Company shall not be required to make  an adjustment in the Conversion Rate unless the adjustment would require a change of at least 1%  in the Conversion Rate.  However, the Company shall carry forward any adjustments that are  less than 1% of the Conversion Rate and take them into account in any subsequent adjustment of  the Conversion Rate or in connection with any conversion of Notes.          (k)  Whenever the Conversion Rate is adjusted as herein provided, the Company shall  promptly deliver to the Conversion Agent (with a copy to the Trustee) an Officers’ Certificate  setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the  facts requiring such adjustment.  Unless and until a Responsible Officer of the Trustee shall have  received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any  adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate  of which it has knowledge is still in effect.  In addition, the Company shall promptly issue a  press release containing the relevant information (and make the press release available on its  website).        (l)  For purposes of this Section 14.04, the number of shares of Common Stock at any  time outstanding shall not include shares of Common Stock held in the treasury of the Company  so long as the Company does not pay any dividend or make any distribution on shares of  Common Stock held in the treasury of the Company, but shall include shares of Common Stock  issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.          Section 14.05. Adjustments of Prices.  Whenever any provision of this Indenture requires  the Company to calculate the Closing Sale Prices, the Daily VWAPs, the Daily Conversion  Values or the Daily Settlement Amounts over a span of multiple days (including a Conversion  Period and the period for determining the Stock Price for purposes of a Make Whole Adjustment  Event), the Board of Directors shall make appropriate adjustments to each 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, Effective Date or expiration date, as the  case may be, of the event occurs, at any time during the period when the Closing Sale Prices, the  Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be  calculated.           Section 14.06.  Shares to Be Fully Paid.  The Company shall provide, free from  preemptive rights, out of its authorized but unissued shares, sufficient shares of Common Stock  to provide for conversion of the Notes from time to time as such Notes are presented for  conversion (assuming that at the time of computation of such number of shares, all such Notes  would be converted by a single Holder and that Physical Settlement were applicable).                                          77  #91808965v6   10058821.1  





 






         Section 14.07.  Effect of Recapitalizations, Reclassifications and Changes of the Common  Stock.          (a)  In the case of:                (i)  any recapitalization, reclassification or change of the Common Stock        (other than changes resulting from a subdivision or combination),                (ii)  any consolidation, merger, or binding share exchange involving the        Company,                (iii) any sale, lease or other transfer to a third party of the consolidated assets        of the Company and the Company’s Subsidiaries substantially as an entirety, or               (iv)  any statutory share exchange,   in each case, as a result of which the Common Stock would be converted into, or exchanged for,  stock, other securities, other property or assets (including cash or any combination thereof) (any  such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the  right to convert each $1,000 principal amount of Notes shall be changed into a right to convert  such principal amount of Notes into the kind and amount of shares of stock, other securities or  other property or assets (including cash or any combination thereof) that a holder of a number of  shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event  would have owned or been entitled to receive (the “Reference Property,” with each “unit of  Reference Property” meaning the kind and amount of Reference Property that a holder of one  share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the  effective time of such Merger Event, the Company or the successor or purchasing Person, as the  case may be, shall execute with the Trustee a supplemental indenture permitted under Section  11.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes;  provided, however, that at and after the effective time of the Merger Event (A) the Company  shall continue to have the right to determine the form of consideration to be paid or delivered, as  the case may be, upon conversion of Notes in accordance with Section 14.02 and (B) (I) any  amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall  continue to be payable in cash, (II) any shares of Common Stock that the Company would have  been required to deliver upon conversion of the Notes in accordance with Section 14.02 shall  instead be deliverable in the amount and type of Reference Property that a holder of that number  of shares of Common Stock would have been entitled to receive in such Merger Event and (III)  the Daily VWAP shall be calculated based on the value of a unit of Reference Property.         If the Merger Event causes the Common Stock to be converted into, or exchanged for, the  right to receive more than a single type of consideration (determined based in part upon any form  of stockholder election), then (i) the Reference Property into which the Notes will be convertible,  subject to the Company’s right to elect the Settlement Method,  shall be deemed to be (x) the  weighted average of the types and amounts of consideration received by the holders of Common  Stock that affirmatively make such an election or (y) if no holders of Common Stock                                        78  #91808965v6   10058821.1  





 






   affirmatively make such an election, the types and amounts of consideration actually received by  the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the  immediately preceding paragraph shall refer to the consideration referred to in clause (i)  attributable to one share of Common Stock.  If the holders of the Common Stock receive only  cash in such Merger Event, then for all conversions for which the relevant Conversion Date  occurs after the effective date of such Merger Event (A) the consideration due upon conversion  of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the  Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares  pursuant to Section 14.03), multiplied by the price paid per share of Common Stock in such  Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to  converting Holders on the second Business Day immediately following the relevant Conversion  Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the  Trustee) of such weighted average as soon as practicable after such determination is made.         Such supplemental indenture described in the second immediately preceding paragraph  shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is  possible to the adjustments provided for in this Article 14.  If, in the case of any Merger Event,  the Reference Property includes shares of stock, securities or other property or assets (including  cash or any combination thereof) of a Person other than the successor or purchasing corporation,  as the case may be, in such Merger Event, then such supplemental indenture shall also be  executed by such other Person and shall contain such additional provisions to protect the  interests of the Holders of the Notes as the Board of Directors shall reasonably consider  necessary by reason of the foregoing, including the provisions providing for the purchase rights  set forth in Article 15.        (b)  When the Company executes a supplemental indenture pursuant to subsection (a)  of this Section 14.07, the Company shall promptly file with the Trustee an Officers’ Certificate  briefly stating the kind or amount of cash, securities or property or asset that will comprise a unit  of Reference Property after any such Merger Event, any adjustment to be made with respect  thereto and that all conditions precedent have been complied with, and shall promptly mail  notice thereof to all Holders.  The Company shall notify the Holders of the execution of such  supplemental indenture within 20 days after execution thereof.  Failure to deliver such notice  shall not affect the legality or validity of such supplemental indenture.        (c)  The Company shall not become a party to any Merger Event unless its terms are  consistent with this Section 14.07.  None of the foregoing provisions shall affect the right of a  holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash  and shares of Common Stock, as applicable, as set forth in Section 14.01 and Section 14.02 prior  to the effective date of such Merger Event.        (d)  The above provisions of this Section shall similarly apply to successive Merger  Events.                                          79  #91808965v6   10058821.1  





 






         Section 14.08.  Certain Covenants.  (a) The Company covenants that all shares of  Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the  Company and free from all taxes, liens and charges with respect to the issue thereof.        (b)  The Company covenants that, if any shares of Common Stock to be provided for  the purpose of conversion of Notes hereunder require registration with or approval of any  governmental authority under any federal or state law before such shares of Common Stock may  be validly issued upon conversion, the Company will, to the extent then permitted by the rules  and interpretations of the Commission, secure such registration or approval, as the case may be.        (c)  The Company further covenants that if at any time the Common Stock shall be  listed on any national securities exchange or automated quotation system the Company will list  and keep listed, so long as the Common Stock shall be so listed on such exchange or automated  quotation system, any Common Stock issuable upon conversion of the Notes.         Section 14.09.  Responsibility of Trustee.  The Trustee and any other Conversion Agent  shall not at any time be under any duty or responsibility to any Holder to determine the  Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any  adjustment (including any increase) 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, property or  cash that may at any time be issued or delivered upon the conversion of any Note; 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 Note for the purpose of conversion or to comply with  any of the duties, responsibilities or covenants of the Company contained in this Article.   Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent  shall be under any responsibility to determine the correctness of any provisions contained in any  supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or  amount of shares of stock or securities or property (including cash) receivable by Holders upon  the conversion of their Notes after any event referred to in such Section 14.07 or to any  adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01, may  accept (without any independent investigation) as conclusive evidence of the correctness of any  such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the  Company shall be obligated to file with the Trustee prior to the execution of any such  supplemental indenture) with respect thereto.  Neither the Trustee nor the Conversion Agent  shall be responsible for determining whether any event contemplated by Section 14.01(b) has  occurred that makes the Notes eligible for conversion or no longer eligible therefor until the  Company has delivered to the Trustee and the Conversion Agent the notices referred to in  Section 14.01(b) with respect to the commencement or termination of such conversion rights, on  which notices the Trustee and the Conversion Agent may conclusively rely, and the Company                                        80  #91808965v6   10058821.1  





 






   agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the  occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).         Section 14.10.  Notice to Holders Prior to Certain Actions.  In case of any:          (a)  action by the Company or one of its Subsidiaries that would require an adjustment  in the Conversion Rate pursuant to Section 14.04 or Section 14.11;        (b)  Merger Event; or        (c)  voluntary or involuntary dissolution, liquidation or winding-up of the Company or  any of its Significant Subsidiaries;   then, in each case (unless notice of such event is otherwise required pursuant to another  provision of this Indenture), the Company shall cause to be filed with the Trustee and the  Conversion Agent (if other than the Trustee) and each Holder to be notified, as promptly as  possible but in any event at least 20 days prior to the applicable date hereinafter specified, a  notice stating (i) the date on which a record is to be taken for the purpose of such action by the  Company or one of its Significant Subsidiaries or, if a record is not to be taken, the date as of  which the holders of Common Stock of record are to be determined for the purposes of such  action by the Company or one of its Significant Subsidiaries, or (ii) the date on which such  Merger Event, 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 Merger  Event, dissolution, liquidation or winding-up.  Notice shall be deemed to have been given on the  date of such mailing or electronic delivery.  Whenever notice is required to be given pursuant to  this Section 14.10, such notice may be given by the Trustee on the Company’s behalf upon  request of the Company.  Failure to give such notice, or any defect therein, shall not affect the  legality or validity of such action by the Company or one of its Significant Subsidiaries, Merger  Event, dissolution, liquidation or winding-up.         Section 14.11.  Stockholder Rights Plans.  If the Company has a stockholder rights plan  in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such  conversion shall be entitled to receive the appropriate number of rights, if any, and the  certificates representing the Common Stock issued upon such conversion shall bear such legends,  if any, in each case as may be provided by the terms of any such stockholder rights plan, as the  same may be amended from time to time. However, if, prior to any conversion of Notes, the  rights have separated from the shares of Common Stock in accordance with the provisions of the  applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of  separation as if the Company distributed to all or substantially all holders of the Common Stock  Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the  expiration, termination or redemption of such rights.         Section 14.12.  Limit on Issuance of Shares of Common Stock Upon Conversion.   Notwithstanding anything to the contrary in this Indenture, if an event occurs that would result in                                        81  #91808965v6   10058821.1  





 






   an increase in the Conversion Rate by an amount in excess of limitations imposed by any  shareholder approval rules or listing standards of any national or regional securities exchange  that are applicable to the Company, the Company will, at its option, either obtain stockholder  approval of any issuance of Common Stock upon conversion of the Notes in excess of such  limitations or pay cash in lieu of delivering any shares of Common Stock otherwise deliverable  upon conversions in excess of such limitations based on the Daily VWAP for each Trading Day  of the relevant Conversion Period in respect of which, in lieu of delivering shares of Common  Stock, the Company pays cash pursuant to this Section 14.12.                                      ARTICLE 15                     REPURCHASE OF NOTES AT OPTION OF HOLDERS         Section 15.01.  Repurchase at Option of Holders.          (a)  Each Holder shall have the right, at such Holder’s option, to require the Company  to repurchase for cash on each of March 15, 2025, March 15, 2029, March 15, 2034, March 15,  2039 and March 15, 2044 (each, a “Repurchase Date”), all of such Holder’s Notes, or any  portion thereof that is an integral multiple of $1,000 principal amount, at a repurchase price (the  “Repurchase Price”) that is equal to 100% of the principal amount of the Notes to be  repurchased, together with accrued and unpaid interest to, but excluding, such Repurchase Date;  provided that any such accrued and unpaid interest shall be paid not to the Holders submitting  the Notes for repurchase on the relevant Repurchase Date but instead to the Holders of such  Notes at the close of business on the Regular Record Date immediately preceding such  Repurchase Date.  Not later than 20 Business Days prior to each Repurchase Date, the Company  shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying  Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to  beneficial owners as 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 last date on which a Holder may exercise its repurchase right pursuant        to this Section 15.01 (the “Repurchase Expiration Time”);               (ii)  the Repurchase Price;               (iii) the name and address of the Conversion Agent and Paying Agent;                (iv)  that the Notes with respect to which a Repurchase Notice has been        delivered by a Holder may be converted only if the Holder withdraws the Repurchase        Notice in accordance with the terms of this Indenture;               (v)   that the Holder shall have the right to withdraw any Notes surrendered        prior to the Repurchase Expiration Time; and                                         82  #91808965v6   10058821.1  





 






               (vi)  the procedures a Holder must follow to exercise its repurchase rights        under this Section 15.01 and a brief description of those rights.   At the Company’s request made at least five (5) Business Days prior to the date on which the  Company is required to deliver the Company Notice, the Trustee shall give such notice 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.         Simultaneously with providing the Company Notice, the Company shall publish a notice  containing the information included in the Company Notice in a newspaper of general circulation  in The City of New York or publish such information on the Company’s website or through such  other public medium as the Company may use at that time.           No failure of the Company to give the foregoing notices and no defect therein shall limit  the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the  Notes pursuant to this Section 15.01.         Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder  thereof, upon:                      (A)   delivery to the Paying Agent by the Holder of a duly completed              notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the              Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in              compliance with the Depositary’s procedures for surrendering interests in Global              Notes, if the Notes are Global Notes, in each case during the period beginning at              any time from the open of business on the date that is 20 Business Days prior to              the relevant Repurchase Date until the close of business on the Business Day              immediately preceding the Repurchase Date; and                       (B)   delivery of the Notes, if the Notes are Physical Notes, to the              Paying Agent at any time after delivery of the Repurchase Notice (together with              all necessary endorsements) at the Corporate Trust Office of the Paying Agent, or              book-entry transfer of the Notes, if the Notes are Global Notes, in compliance              with the procedures of the Depositary, in each case such delivery being a              condition to receipt by the Holder of the Repurchase Price therefor.         Each Repurchase Notice shall state:                      (A)   in the case of Physical Notes, the certificate numbers of the Notes              to be delivered for repurchase;                      (B)   the portion of the principal amount of the Notes to be              repurchased, which must be $1,000 or an integral multiple thereof; and                                         83  #91808965v6   10058821.1  





 






                      (C)   that the Notes are to be repurchased by the Company pursuant to              the applicable provisions of the Notes and this Indenture;    provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with  appropriate Depositary procedures.         Notwithstanding anything herein to the contrary, any Holder delivering to the Paying  Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to  withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business  on the Business Day immediately preceding the Repurchase Date by delivery of a written notice  of withdrawal to the Paying Agent in accordance with Section 15.03.          The Paying Agent shall promptly notify the Company of the receipt by it of any  Repurchase Notice or written notice of withdrawal thereof.           No Repurchase Notice with respect to any Notes may be surrendered by a Holder thereof  if such Holder has also surrendered a Fundamental Change Repurchase Notice and has not  validly withdrawn such Repurchase Notice in accordance with Section 15.03.        (b)  Notwithstanding the foregoing, no Notes may be repurchased by the Company at  the option of the Holders on any Repurchase Date if the principal amount of the Notes has been  accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date  (except in the case of an acceleration resulting from a default by the Company in the payment of  the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the  respective Holders thereof any Physical Notes held by it during the acceleration of the Notes  (except in the case of an acceleration resulting from a Default by the Company in the payment of  the Repurchase Price with respect to such Notes), and any instructions for book-entry transfer of  the Notes in compliance with the procedures of the Depositary shall be deemed to have been  cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with  respect thereto shall be deemed to have been withdrawn.         Section 15.02.  Repurchase at Option of Holders Upon a Fundamental Change.  (a)  If a  Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s  option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion  thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental  Change Repurchase Date”) specified by the Company that is not less than 20 Business Days or  more than 35 Business Days following the occurence of the Fundamental Change at a repurchase  price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to,  but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change  Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular  Record Date but on or prior to the Interest Payment Date to which such Regular Record Date  relates, in which case the Company shall instead pay the full amount of accrued and unpaid  interest to Holders of record as of such Regular Record Date, and the Fundamental Change                                         84  #91808965v6   10058821.1  





 






   Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased  pursuant to this Article 15 and will not include any accrued and unpaid interest.          (b)  Repurchases of Notes under this Section 15.02 shall be made, at the option of the  Holder thereof, upon:                (i)  delivery to the Paying Agent by a Holder of a duly completed notice (the        “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to        the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in        compliance with the Depositary’s procedures for surrendering interests in Global Notes,        if the Notes are Global Notes, in each case on or before the close of business on the        Business Day immediately preceding the Fundamental Change Repurchase Date; and               (ii)  delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent        at any time after delivery of the Fundamental Change Repurchase Notice (together with        all necessary endorsements for transfer) at the Corporate Trust Office of the Paying        Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance        with the procedures of the Depositary, in each case such delivery being a condition to        receipt by the Holder of the Fundamental Change Repurchase Price therefor.         The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased  shall state:                (i)  in the case of Physical Notes, the certificate numbers of the Notes to be        delivered for repurchase;               (ii)  the portion of the principal amount of Notes to be repurchased, which        must be $1,000 or an integral multiple thereof; and               (iii) that the Notes are to be repurchased by the Company pursuant to the        applicable provisions of the Notes and this Indenture;   provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase  Notice must comply with applicable Depositary procedures.         Notwithstanding anything herein to the contrary, any Holder delivering to the Paying  Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall  have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at  any time prior to the close of business on the Business Day immediately preceding the  Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the  Paying Agent in accordance with Section 15.03.         The Paying Agent shall promptly notify the Company of the receipt by it of any  Fundamental Change Repurchase Notice or written notice of withdrawal thereof.                                         85  #91808965v6   10058821.1  





 






        (c)  On or before the 12th Business Day after the occurrence of a Fundamental Change,  the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the  case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company  Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option  of the Holders arising as a result thereof.  In the case of Physical Notes, such notice shall be by  first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with  the applicable procedures of the Depositary.  Simultaneously with providing such notice, the  Company shall issue a press release announcing the occurrence of such Fundamental Change  (and make the press release available on the Company’s website or through such other public  medium as the Company may use at that time).  Each Fundamental Change Company Notice  shall specify:                (i)  the events causing the Fundamental Change;               (ii)  the effective date of the Fundamental Change, and whether the        Fundamental Change is a Make Whole Adjustment Event, in which case, the        Fundamental Change Company Notice shall state the effective date of the Make Whole        Adjustment Event;               (iii) the last date on which a Holder may exercise the repurchase right pursuant        to this Article 15;               (iv)  the Fundamental Change Repurchase Price;               (v)   the Fundamental Change Repurchase Date;               (vi)  the name and address of the Paying Agent and the Conversion Agent, if        applicable;              (vii)  if applicable, the Conversion Rate and any adjustments to the Conversion        Rate;              (viii) that the Notes with respect to which a Fundamental Change Repurchase        Notice has been delivered by a Holder may be converted only if the Holder withdraws the        Fundamental Change Repurchase Notice in accordance with the terms of this Indenture;        and               (ix)  the procedures that Holders must follow to require the Company to        repurchase their Notes.         No failure of the Company to give the foregoing notices and no defect therein shall limit  the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the  Notes pursuant to this Section 15.02.                                          86  #91808965v6   10058821.1  





 






         At the Company’s request made at least five (5) Business Days prior to the date on which  the Company is required to deliver the Fundamental Change Company Notice, the Trustee shall  give such notice in the Company’s name and at the Company’s expense; provided, however, that,  in all cases, the text of such Fundamental Change Company Notice shall be prepared by the  Company.        (d)  Notwithstanding the foregoing, no Notes may be repurchased by the Company on  any date at the option of the Holders upon a Fundamental Change if the principal amount of the  Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such  date (except in the case of an acceleration resulting from a Default by the Company in the  payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying  Agent will promptly return to the respective Holders thereof any Physical Notes held by it during  the acceleration of the Notes (except in the case of an acceleration resulting from a Default by  the Company in the payment of the Fundamental Change Repurchase Price with respect to such  Notes), and any instructions for book-entry transfer of the Notes in compliance with the  procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or  cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect  thereto shall be deemed to have been withdrawn.         Section 15.03.  Withdrawal of Repurchase Notice or Fundamental Change Repurchase  Notice.  A Repurchase Notice or Fundamental Change Repurchase Notice may be withdrawn (in  whole or in part) by means of a written notice of withdrawal delivered to the Corporate Trust  Office of the Paying Agent in accordance with this Section 15.03 at any time prior to the close of  business on the Business Day immediately preceding the Repurchase Date or prior to the close of  business on the Business Day immediately preceding the Fundamental Change Repurchase Date,  as the case may be, specifying:                (i)  the principal amount of the Notes with respect to which such notice of        withdrawal is being submitted,               (ii)  if Physical Notes have been issued, the certificate number of the Note in        respect of which such notice of withdrawal is being submitted, and               (iii) the principal amount, if any, of such Note that remains subject to the        original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may        be, which portion must be in principal amounts of $1,000 or an integral multiple of        $1,000;   provided, however, that if the Notes are Global Notes, the notice must comply with appropriate  procedures of the Depositary.         Section 15.04.  Deposit of Repurchase Price or Fundamental Change Repurchase Price.   (a)  The Company will deposit with the Trustee (or other Paying Agent appointed by the  Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in  trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the                                        87  #91808965v6   10058821.1  





 






   Repurchase Date or Fundamental Change Repurchase Date, as the case may be, an amount of  money sufficient to repurchase all of the Notes to be repurchased at the appropriate Repurchase  Price or Fundamental Change Repurchase Price.  Subject to receipt of funds and/or Notes by the  Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for  repurchase (and not withdrawn prior to the close of business on the Business Day immediately  preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the  Repurchase Date or Fundamental Change Repurchase Date, as the case may be, (provided the  Holder has satisfied the conditions in Section 15.01  or Section 15.02,  as  the  case  may  be) and (ii)  the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent  appointed by the Company) by the Holder thereof in the manner required by Section 15.01 or  Section 15.02, as applicable, by mailing checks for the amount payable to the Holders of such  Notes entitled thereto as they shall appear in the Note Register; provided, however, that  payments to the Depositary shall be made by wire transfer of immediately available funds to the  account of the Depositary or its nominee.  The Trustee shall, promptly after such payment and  upon written demand by the Company, return to the Company any funds in excess of the  Repurchase Price or Fundamental Change Repurchase Price, as the case may be.        (b)  If by 11:00 a.m. New York City time, on the Repurchase Date or Fundamental  Change Repurchase Date, as the case may be, the Trustee (or other Paying Agent appointed by  the Company) holds money sufficient to make payment on all the Notes or portions thereof that  are to be repurchased on such Repurchase Date or Fundamental Change Repurchase Date, as the  case may be, then, with respect to the Notes that have been properly surrendered for repurchase  and have not been validly withdrawn, (i) such Notes will cease to be outstanding, (ii) interest will  cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or  the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the  Holders of such Notes will terminate (other than the right to receive the Repurchase Price or  Fundamental Change Repurchase Price, as the case may be, and, if applicable, accrued and  unpaid interest).        (c)  Upon surrender of a Note that is to be repurchased in part pursuant to Section 15.01  or Section 15.02, the Company shall execute and the Trustee shall authenticate and deliver to the  Holder a new Note in an authorized denomination equal in principal amount to the  unrepurchased portion of the Note surrendered.         Section 15.05.  Covenant to Comply with Applicable Laws Upon Repurchase of Notes.  In  connection with any repurchase offer in connection with Section 15.01 or Section 15.02, the  Company will, if required by law:        (a)  comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer  rules under the Exchange Act;        (b)  file a Schedule TO or any other required schedule under the Exchange Act; and                                          88  #91808965v6   10058821.1  





 






        (c)  otherwise comply with all federal and state securities laws in connection with any  offer by the Company to repurchase the Notes;   in each case, so as to permit the rights and obligations under this Article 15 to be exercised in the  time and in the manner specified in this Article 15.                                    ARTICLE 16                               OPTIONAL REDEMPTION         Section 16.01.  Optional Redemption.  No sinking fund is provided for the Notes.  The  Notes shall not be redeemable by the Company prior to September 20, 2022.  On or after  September 20, 2022, the Company may redeem for cash all or part of the Notes, at the  Company’s option, if the Closing Sale Price of the Common Stock has been at least 130% of the  Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during  any 30 consecutive Trading Day period (including the last Trading Day of such period) ending  on, and including, the Trading Day immediately preceding the date on which the Company  provides a Redemption Notice, and on or after March 20, 2025 and prior to the Maturity Date,  the Company may redeem for cash all or part of the Notes, regardless of the foregoing sale price  condition, in each case, at the Redemption Price (an “Optional Redemption”).           Section 16.02.  Notice of Optional Redemption; Selection of Notes.  (a)  In case the  Company exercises its Optional Redemption right to redeem all or, as the case may be, any part  of the Notes pursuant to Section 16.01, it shall fix a date for redemption (each, a “Redemption  Date”) and it or, at its written request received by the Trustee not less than 65 Scheduled Trading  Days prior to the Redemption Date (or such shorter period of time as may be acceptable to the  Trustee), the Trustee, in the name of and at the expense of the Company, shall mail or cause to  be mailed a notice of such Optional Redemption (a “Redemption Notice”) not less than 45 nor  more than 60 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so  to be redeemed as a whole or in part at its last address as the same appears on the Note Register;  provided, however, that, if the Company shall give such notice, it shall also give written notice of  the Redemption Date to the Trustee.  The Redemption Date must be a Business Day.        (b)  The Redemption Notice, if mailed in the manner herein provided, shall be  conclusively presumed to have been duly given, whether or not the Holder receives such notice.   In any case, failure to give such Redemption Notice by mail or any defect in the Redemption  Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect  the validity of the proceedings for the redemption of any other Note.        (c)  Each Redemption Notice shall specify:                (i)  the Redemption Date;               (ii)  the Redemption Price;                                         89  #91808965v6   10058821.1  





 






               (iii) that on the Redemption Date, the Redemption Price will become due and        payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to        accrue on and after the Redemption Date;                (iv)  the place or places where such Notes are to be surrendered for payment of        the Redemption Price;               (v)   that Holders may surrender their Notes for conversion at any time prior to        the close of business on the Business Day immediately preceding the Redemption Date;               (vi)  the procedures a converting Holder must follow to convert its Notes;               (vii)  the Conversion Rate and, if applicable, the number of Additional Shares        added to the Conversion Rate in accordance with Section 14.03;               (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes;        and               (ix)  in case any Note is to be redeemed in part only, the portion of the principal        amount thereof to be redeemed and on and after the Redemption Date, upon surrender of        such Note, a new Note in principal amount equal to the unredeemed portion thereof shall        be issued.   A Redemption Notice shall be irrevocable.        (d)  If fewer than all of the outstanding Notes are to be redeemed, the Trustee shall  select the Notes or portions thereof of a Global Note or the Notes in certificated form to be  redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by  another method the Trustee considers to be fair and appropriate.  If any Note selected for partial  redemption is submitted for conversion in part after such selection, the portion of the Note  submitted for conversion shall be deemed (so far as may be possible) to be the portion selected  for redemption.         Section 16.03.  Payment of Notes Called for Redemption.  (a)  If any Redemption Notice  has been given in respect of the Notes in accordance with Section 16.02, the Notes shall become  due and payable on the Redemption Date at the place or places stated in the Redemption Notice  and at the applicable Redemption Price.  On presentation and surrender of the Notes at the place  or places stated in the Redemption Notice, the Notes shall be paid and redeemed by the  Company at the applicable Redemption Price.        (b)  Prior to the open of business on the Redemption Date, the Company shall deposit  with the Paying Agent or, if the Company or a Subsidiary of the Company is acting as the Paying  Agent, shall segregate and hold in trust as provided in Section 8.05 an amount of cash (in  immediately available funds if deposited on the Redemption Date), sufficient to pay the  Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to                                        90  #91808965v6   10058821.1  





 






   receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made  promptly after the later of:                (i)  the Redemption Date for such Notes; and               (ii)  the time of presentation of such Note to the Trustee (or other Paying        Agent appointed by the Company) by the Holder thereof in the manner required by this        Section 16.03.   The Paying Agent shall, promptly after such payment and upon written demand by the Company,  return to the Company any funds in excess of the Redemption Price.         Section 16.04.  Restrictions on Redemption.  The Company may not redeem any Notes on  any date if the principal amount of the Notes has been accelerated in accordance with the terms  of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption  Date (except in the case of an acceleration resulting from a Default by the Company in the  payment of the Redemption Price with respect to such Notes).                                    ARTICLE 17                             MISCELLANEOUS PROVISIONS         Section 17.01.  Provisions Binding on Company’s Successors.  All the covenants,  stipulations, promises and agreements of the Company contained in this Indenture shall bind its  successors and assigns whether so expressed or not.         Section 17.02.  Official Acts by Successor Corporation.  Any act or proceeding by any  provision of this Indenture authorized or required to be done or performed by any board,  committee or Officer of the Company shall and may be done and performed with like force and  effect by the like board, committee or officer of any corporation or other entity that shall at the  time be the lawful sole successor of the Company.         Section 17.03.  Addresses for Notices, Etc.  Any notice or demand that by any provision  of this Indenture is required or permitted to be given or served by the Trustee or by the Holders  on the Company shall be deemed to have been sufficiently given or made, for all purposes if  given or served by being deposited postage prepaid by registered or certified mail in a post office  letter box addressed (until another address is filed by the Company with the Trustee) to Euronet  Worldwide, Inc., 3500 College Boulevard, Leawood, Kansas 66211, Attention: General Counsel.   Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to  have been sufficiently given or made, for all purposes, if given or served by being deposited  postage prepaid by registered or certified mail in a post office letter box addressed to the  Corporate Trust Office, Attention: Global Corporate Trust Services.           The Trustee, by notice to the Company, may designate additional or different addresses  for subsequent notices or communications.                                        91  #91808965v6   10058821.1  





 






         Any notice or communication mailed to a Holder shall be mailed to it by first class mail,  postage prepaid, at its address as it appears on the Note Register and shall be sufficiently given to  it if so mailed within the time prescribed.           Failure to mail a notice or communication to a Holder or any defect in it shall not affect  its sufficiency with respect to other Holders.  If a notice or communication is mailed in the  manner provided above, it is duly given, whether or not the addressee receives it.         In case by reason of the suspension of regular mail service or by reason of any other  cause it shall be impracticable to give such notice to Holders by mail, then such notification as  shall be made with the approval of the Trustee shall constitute a sufficient notification for every  purpose hereunder.         Section 17.04.  Governing Law; Jurisdiction.  THIS INDENTURE AND EACH NOTE,  AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO  THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED  IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT  REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).         The Company irrevocably consents and agrees, for the benefit of the Holders from time  to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with  respect to obligations, liabilities or any other matter arising out of or in connection with this  Indenture or the Notes may be brought in the courts of the State of New York or the courts of the  United States, in each case, located in the Borough of Manhattan, New York City, New York and,  until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably  consents and submits to the non-exclusive jurisdiction of each such court in personam, generally  and unconditionally with respect to any action, suit or proceeding for itself in respect of its  properties, assets and revenues.           The Company irrevocably and unconditionally waives, to the fullest extent permitted by  law, any objection which it may now or hereafter have to the laying of venue of any of the  aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought  in the courts of the State of New York or the courts of the United States located in the Borough  of Manhattan, New York City, New York and hereby further irrevocably and unconditionally  waives and agrees not to plead or claim in any such court that any such action, suit or proceeding  brought in any such court has been brought in an inconvenient forum.         Section 17.05.  Evidence of Compliance with Conditions Precedent; Certificates and  Opinions of Counsel to Trustee.  Upon any application or demand by the Company to the Trustee  to take any action under any of the provisions of this Indenture, the Company shall, if requested  by the Trustee, furnish to the Trustee an Officers’ Certificate stating that such action is permitted  by the terms of this Indenture.         Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture  and delivered to the Trustee with respect to compliance with this Indenture (other than the                                        92  #91808965v6   10058821.1  





 






   Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that the person  signing such certificate is familiar with the requested action and this Indenture; (b) a brief  statement as to the nature and scope of the examination or investigation upon which the  statement contained in such certificate is based; (c) a statement that, in the judgment of such  person, he or she has made such examination or investigation as is necessary to enable him or her  to express an informed judgment as to whether or not such action is permitted by this Indenture;  and (d) a statement as to whether or not, in the judgment of such person, such action is permitted  by this Indenture.           Notwithstanding anything to the contrary in this Section 17.05, if any provision in this  Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in  connection with any action to be taken by the Trustee or the Company hereunder, the Trustee  shall be entitled to, or entitled to request, such Opinion of Counsel.         Section 17.06.  Legal Holidays.  In any case where any Interest Payment Date,  Fundamental Change Repurchase Date, Repurchase Date or Maturity Date is not a Business Day,  then any action to be taken on such date need not be taken on such date, but may be taken on the  next succeeding Business Day with the same force and effect as if taken on such date, and no  interest shall accrue in respect of the delay.         Section 17.07.  No Security Interest Created.  Nothing in this Indenture or in the Notes,  expressed or implied, shall be construed to constitute a security interest under the Uniform  Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any  jurisdiction.         Section 17.08.  Benefits of Indenture.  Nothing in this Indenture or in the Notes,  expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any  Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their  successors hereunder, any benefit or any legal or equitable right, remedy or claim under this  Indenture.         Section 17.09.  Table of Contents, Headings, Etc.  The table of contents and the titles and  headings of the articles and sections of this Indenture have been inserted for convenience of  reference only, are not to be considered a part hereof, and shall in no way modify or restrict any  of the terms or provisions hereof.         Section 17.10.  Authenticating Agent.  The Trustee may appoint an authenticating agent  that shall be authorized to act on its behalf and subject to its direction in the authentication and  delivery of Notes in connection with the original issuance thereof and transfers and exchanges of  Notes hereunder, including under Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section  11.04 and Section 15.04 as fully to all intents and purposes as though the authenticating agent  had been expressly authorized by this Indenture and those Sections to authenticate and deliver  Notes.  For all purposes of this Indenture, the authentication and delivery of Notes by the  authenticating agent shall be deemed to be authentication and delivery of such Notes “by the                                         93  #91808965v6   10058821.1  





 






   Trustee” and a certificate of authentication executed on behalf of the Trustee by an  authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the  Trustee’s certificate of authentication.  Such authenticating agent shall at all times be a Person  eligible to serve as trustee hereunder pursuant to Section 8.08.           Any corporation or other entity into which any authenticating agent may be merged or  converted or with which it may be consolidated, or any corporation or other entity resulting from  any merger, consolidation or conversion to which any authenticating agent shall be a party, or  any corporation or other entity succeeding to the corporate trust business of any authenticating  agent, shall be the successor of the authenticating agent hereunder, if such successor corporation  or other entity is otherwise eligible under this Section 17.10, without the execution or filing of  any paper or any further act on the part of the parties hereto or the authenticating agent or such  successor corporation or other entity.         Any authenticating agent may at any time resign by giving written notice of resignation  to the Trustee and to the Company.  The Trustee may at any time terminate the agency of any  authenticating agent by giving written notice of termination to such authenticating agent and to  the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case  at any time any authenticating agent shall cease to be eligible under this Section, the Trustee may  appoint a successor authenticating agent (which may be the Trustee), shall give written notice of  such appointment to the Company and shall mail notice of such appointment to all Holders as the  names and addresses of such Holders appear on the Note Register.         The Company agrees to pay to the authenticating agent from time to time reasonable  compensation for its services although the Company may terminate the authenticating agent, if it  determines such agent’s fees to be unreasonable.         The provisions of Section 8.02, Section 8.03, Section 8.04, Section 9.03 and this Section  17.10 shall be applicable to any authenticating agent.         If an authenticating agent is appointed pursuant to this Section 17.10, the Notes  may  have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative  certificate of authentication in the following form:   __________________________,  as Authenticating Agent, certifies that this is one of the Notes described  in the within-named Indenture.   By: ____________________  Authorized Officer         Section 17.11.  Execution in Counterparts.  This Indenture may be executed in any  number of counterparts, each of which shall be an original, but such counterparts shall together  constitute but one and the same instrument.  The exchange of copies of this Indenture and of  signature pages by facsimile or PDF transmission shall constitute effective execution and                                        94  #91808965v6   10058821.1  





 






   delivery of this Indenture as to the parties hereto and may be used in lieu of the original  Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall  be deemed to be their original signatures for all purposes.           Section 17.12.  Severability.  In the event any provision of this Indenture or in the Notes  shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity,  legality or enforceability of the remaining provisions shall not in any way be affected or  impaired.           Section 17.13.  Waiver of Jury Trial.  EACH OF THE COMPANY AND THE  TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED  BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR  THE TRANSACTIONS CONTEMPLATED HEREBY.         Section 17.14.  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 that are consistent with accepted practices in the banking industry to resume  performance as soon as practicable under the circumstances.         Section 17.15.  Calculations.  Except as otherwise provided herein, the Company shall be  responsible for making all calculations called for under the Notes.  These calculations include,  but are not limited to, determinations of the Closing Sale Prices of the Common Stock, the Daily  VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable  on the Notes and the Conversion Rate of the Notes.  The Company shall make all these  calculations in good faith and, absent manifest error, the Company’s calculations shall be final  and binding on Holders of Notes.  The Company shall provide a schedule of its calculations to  each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is  entitled to rely conclusively upon the accuracy of the Company’s calculations without  independent verification.  The Trustee will forward the Company’s calculations to any Holder of  Notes upon the request of that Holder at the sole cost and expense of the Company.         Section 17.16.  USA PATRIOT Act.  The parties hereto acknowledge that in accordance  with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in  order to help fight the funding of terrorism and money laundering, is required to obtain, verify,  and record information that identifies each person or legal entity that establishes a relationship or  opens an account with the Trustee.  The parties to this Indenture agree that they will provide the  Trustee with such information as it may request in order for the Trustee to satisfy the  requirements of the USA PATRIOT Act.                                         95  #91808965v6   10058821.1  





 






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         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly  executed as of the date first written above.                                       Euronet Worldwide, Inc.                                       By:  /s/ Rick L. Weller                                          Name: Rick L. Weller                                          Title:  Executive Vice President and                                                Chief Financial Officer                                         U.S. Bank National Association, as                                         Trustee                                       By:  /s/ Cheryl A. Rain                                          Name: Cheryl A. Rain                                          Title: Vice President                                               #91808965v6   10058821.1  





 






                                                                      EXHIBIT A                             [FORM OF FACE OF NOTE]         THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR  UNITED STATES FEDERAL INCOME TAX PURPOSES.  THE ISSUE DATE OF THIS  SECURITY IS MARCH 18, 2019 AND FOR PURPOSES OF SECTIONS 1272, 1273 AND  1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE  COMPARABLE YIELD IS 5.4%, COMPOUNDED SEMI-ANNUALLY. UPON REQUEST,  THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS  SECURITY INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF OID  AND THE PROJECTED PAYMENT SCHEDULE. HOLDERS SHOULD CONTACT:  GENERAL COUNSEL, EURONET WORLDWIDE, INC., 3500 COLLEGE BOULEVARD,  LEAWOOD, KANSAS 66211.                  [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]         [UNLESS  THIS  CERTIFICATE  IS  PRESENTED  BY  AN  AUTHORIZED  REPRESENTATIVE  OF  THE  DEPOSITORY  TRUST  COMPANY,  A  NEW  YORK  CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF  TRANSFER,  EXCHANGE,  OR  PAYMENT,  AND  ANY  CERTIFICATE  ISSUED  IS  REGISTERED  IN  THE  NAME  OF  CEDE  &  CO.  OR  IN  SUCH  OTHER  NAME  AS  IS  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT  HEREUNDER  IS  MADE  TO  CEDE  &  CO.  OR  TO  SUCH  OTHER  ENTITY  AS  IS  REQUESTED  BY  AN  AUTHORIZED  REPRESENTATIVE  OF  DTC),  ANY  TRANSFER,  PLEDGE,  OR  OTHER  USE  HEREOF  FOR  VALUE  OR  OTHERWISE  BY  OR  TO  ANY  PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &  CO., HAS AN INTEREST HEREIN.]            [INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]         [THIS  SECURITY  AND  THE  COMMON  STOCK,  IF  ANY,  ISSUABLE  UPON  CONVERSION  OF  THIS  SECURITY  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT  BE  OFFERED,  SOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED  EXCEPT  IN  ACCORDANCE  WITH  THE  FOLLOWING  SENTENCE.  BY  ITS  ACQUISITION HEREOF  OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:               (1)  REPRESENTS  THAT  IT  AND  ANY  ACCOUNT  FOR  WHICH  IT  IS        ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING        OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE        INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND                                        A-1     #91808965v6   10058821.1  





 






               (2) AGREES FOR THE BENEFIT OF EURONET WORLDWIDE,  INC. (THE        “COMPANY”)  THAT  IT  WILL  NOT  OFFER,  SELL,  PLEDGE  OR  OTHERWISE        TRANSFER  THIS  SECURITY  OR  ANY  BENEFICIAL  INTEREST  HEREIN  PRIOR        TO  THE  DATE  THAT  IS  THE  LATER  OF  (X)  ONE  YEAR  AFTER  THE  LAST        ORIGINAL  ISSUE  DATE  HEREOF  OR  SUCH  SHORTER  PERIOD  OF  TIME  AS        PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR        PROVISION  THERETO  AND  (Y)  SUCH  LATER  DATE,  IF  ANY,  AS  MAY  BE        REQUIRED BY APPLICABLE LAW, EXCEPT:                     (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR                     (B)  TO  A  QUALIFIED  INSTITUTIONAL  BUYER  IN  COMPLIANCE              WITH RULE 144A UNDER THE SECURITIES ACT, OR                      (C)  PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION              PROVIDED BY RULE 144 UNDER THE SECURITIES ACT.          PRIOR  TO THE  REGISTRATION OF  ANY  TRANSFER  IN  ACCORDANCE  WITH  CLAUSE  (2)(C)  ABOVE,  THE  COMPANY  AND  THE  TRUSTEE  RESERVE  THE  RIGHT  TO  REQUIRE  THE  DELIVERY  OF  SUCH  LEGAL  OPINIONS,  CERTIFICATIONS  OR  OTHER  EVIDENCE  AS  MAY  REASONABLY  BE  REQUIRED  IN  ORDER  TO  DETERMINE  THAT  THE  PROPOSED  TRANSFER  IS  BEING  MADE  IN  COMPLIANCE  WITH  THE  SECURITIES  ACT  AND  APPLICABLE  STATE  SECURITIES  LAWS.  NO  REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]                                                  A-2  #91808965v6   10058821.1  





 






                                Euronet Worldwide, Inc.                                                                 0.75% Convertible Senior Note due 2049   No. [_____]                                  [Initially]1 $[_________]   CUSIP No. [_________]         Euronet Worldwide, Inc., a corporation duly organized and validly existing under the  laws of the State of Delaware (the “Company,” which term includes any successor corporation  or other entity under the Indenture referred to on the reverse hereof), for value received hereby  promises to pay to [CEDE & CO.]2 [_______]3, or registered assigns, the principal sum [as set  forth in the “Schedule of Exchanges of Notes” attached hereto]4 [of $[_______]]5, which amount,  taken together with the principal amounts of all other outstanding Notes, shall not, unless  permitted by the Indenture, exceed $525,000,000 in aggregate at any time, in accordance with  the rules and procedures of the Depositary, on March 15, 2049, and interest thereon as set forth  below.         This Note shall bear interest at the rate of 0.75% per year from March 18, 2019, or from  the most recent date to which interest had been paid or provided for to, but excluding, the next  scheduled Interest Payment Date until March 15, 2049.  Interest is payable semi-annually in  arrears on each March 15 and September 15, commencing on September 15, 2019, to Holders of  record at the close of business on the preceding March 1 and September 1 (whether or not such  day is a Business Day), respectively.  Additional Interest and Contingent Interest will be payable  as set forth in Section 4.06(d), Section 4.06(e), Section 7.03 and Section 6.01, respectively, of  the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note  therein shall be deemed to include Additional Interest and Contingent Interest, as applicable, if,  in such context, Additional Interest or Contingent Interest, as applicable, is, was or would be  payable pursuant to Section 4.06(d), Section 4.06(e), Section 7.03 or Section 6.01, respectively,  and any express mention of the payment of Additional Interest or Contingent Interest in any  provision therein shall not be construed as excluding Additional Interest or Contingent Interest,  as the case may be, in those provisions thereof where such express mention is not made.          Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes  plus one percent, subject to the enforceability thereof under applicable law, from, and including,  the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall  have been paid by the Company, at its election, in accordance with Section 2.03(c) of the  Indenture.                                                             1 Include if a global note.        2 Include if a global note.        3 Include if a physical note.        4 Include if a global note.        5 Include if a physical note.                                        A-3  #91808965v6   10058821.1  





 






         The Company shall pay the principal of and interest on this Note, if and so long as such  Note is a Global Note, in immediately available funds to the Depositary or its nominee, as the  case may be, as the registered Holder of such Note.  As provided in and subject to the provisions  of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are  Global Notes) at the office or agency designated by the Company for that purpose.  The  Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect  of the Notes and its agency in the Borough of Manhattan, The City of New York, as a place  where Notes may be presented for payment or for registration of transfer and exchange.           Reference is made to the further provisions of this Note set forth on the reverse hereof,  including, without limitation, provisions giving the Holder of this Note the right to convert this  Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock,  as applicable, on the terms and subject to the limitations set forth in the Indenture.  Such further  provisions shall for all purposes have the same effect as though fully set forth at this place.         This Note, and any claim, controversy or dispute arising under or related to this  Note, shall be construed in accordance with and governed by the laws of the State of New  York (without regard to the conflicts of laws provisions thereof).         In the case of any conflict between this Note and the Indenture, the provisions of the  Indenture shall control and govern.         This Note shall not be valid or become obligatory for any purpose until the certificate of  authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly  authorized authenticating agent under the Indenture.                        [Remainder of page intentionally left blank]                                         A-4  #91808965v6   10058821.1  





 






         IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.                                       EURONET WORLDWIDE, INC.                                       By:                                            Name:                                           Title:      Dated:    TRUSTEE’S CERTIFICATE OF AUTHENTICATION    U.S. BANK NATIONAL ASSOCIATION  as Trustee, certifies that this is one of the Notes described  in the within-named Indenture.   By:_______________________________       Authorized Officer                                         A-5  #91808965v6   10058821.1  





 






                           [FORM OF REVERSE OF NOTE]                                Euronet Worldwide, Inc.                        0.75% Convertible Senior Notes due 2049         This Note is one of a duly authorized issue of Notes of the Company, designated as its  0.75% Convertible Senior Notes due 2049 (the “Notes”), limited to the aggregate principal  amount of $525,000,000 all issued or to be issued under and pursuant to an Indenture dated as of  March 18, 2019 (the “Indenture”), between the Company and U.S. Bank National Association  (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby  made for a description of the rights, limitations of rights, obligations, duties and immunities  thereunder of the Trustee, the Company and the Holders of the Notes.  Additional Notes may be  issued in an unlimited aggregate principal amount, subject to certain conditions specified in the  Indenture.  Capitalized terms used in this Note and not defined in this Note shall have the  respective meanings set forth in the Indenture.         In case certain Events of Default shall have occurred and be continuing, the principal of,  and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in  aggregate principal amount of Notes then outstanding, and upon said declaration shall become,  due and payable, in the manner, with the effect and subject to the conditions and certain  exceptions set forth in the Indenture.         Subject to the terms and conditions of the Indenture, the Company will make all  payments and deliveries in respect of the Fundamental Change Repurchase Price on the  Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the  case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in  respect of the Note.  The Company will 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.           The Indenture contains provisions permitting the Company and the Trustee in certain  circumstances, without the consent of the Holders of the Notes, and in certain other  circumstances, with the consent of the Holders of not less than a majority in aggregate principal  amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute  supplemental indentures modifying the terms of the Indenture and the Notes as described therein.   It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in  aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of  all of the Notes waive any past Default or Event of Default under the Indenture and its  consequences.         No reference herein to the Indenture and no provision of this Note or of the Indenture  shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay  or deliver, as the case may be, the principal (including the Repurchase Price and the  Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and the                                        A-6  #91808965v6   10058821.1  





 






   consideration due upon conversion of, this Note at the place, at the respective times, at the rate  and in the lawful money herein prescribed.         The Notes are issuable in registered form without coupons in denominations of $1,000  principal amount and integral multiples thereof.  At the office or agency of the Company referred  to on the face hereof, and in the manner and subject to the limitations provided in the Indenture,  Notes may be exchanged for a like aggregate principal amount of Notes of other authorized  denominations, without payment of any service charge but, if required by the Company or  Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be  imposed in connection therewith as a result of the name of the Holder of the new Notes issued  upon such exchange of Notes being different from the name of the Holder of the old Notes  surrendered for such exchange.         The Notes shall not be redeemable at the Company’s option prior to September 20, 2022.  The Notes shall be redeemable at the Company’s option on or after September 20, 2022 in  accordance with the terms and conditions specified in the Indenture.  No sinking fund is provided  for the Notes.         Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s  option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion  thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change  Repurchase Date at a price equal to the Fundamental Change Repurchase Price.         The Holder has the right, at such Holder’s option, to require the Company to repurchase  for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or  integral multiples thereof) on each of March 15, 2025, March 15, 2029, March 15, 2034, March  15, 2039 and March 15, 2044, in each case, at a price equal to the Repurchase Price.         Subject to the provisions of the Indenture, the Holder hereof has the right, at its option,  during certain periods and upon the occurrence of certain conditions specified in the Indenture,  prior to the close of business on the Business Day immediately preceding the Maturity Date, to  convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into cash,  shares of Common Stock or a combination of cash and shares of Common Stock, as applicable,  at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in  the Indenture.                                         A-7  #91808965v6   10058821.1  





 






                                 ABBREVIATIONS         The following abbreviations, when used in the inscription of the face of this Note, shall  be construed as though they were written out in full according to applicable laws or regulations:   TEN COM = as tenants in common     UNIF GIFT MIN ACT = Uniform Gifts to Minors Act    CUST = Custodian    TEN ENT = as tenants by the entireties     JT TEN  = joint tenants with right of survivorship and not as tenants in common            Additional abbreviations may also be used though not in the above list.                                                                                   A-8  #91808965v6   10058821.1  





 






                                                                                               SCHEDULE A6                                 SCHEDULE OF EXCHANGES OF NOTES                                                                                                    Euronet Worldwide, Inc.                                 0.75% Convertible Senior Notes due 2049           The initial principal amount of this Global Note is _______ DOLLARS ($[_________]).   The following increases or decreases in this Global Note have been made:                                                                      Principal amount      Signature of                                 Amount of           Amount of      of this Global Note     authorized                                 decrease in         increase in      following such       signatory of                               principal amount   principal amount      decrease or         Trustee or           Date of exchange   of this Global Note of this Global Note    increase           Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              6 Include if a global note.                                                        A-9  #91808965v6   10058821.1  





 






                                                                ATTACHMENT 1                        [FORM OF NOTICE OF CONVERSION]   To:    U.S. Bank National Association        One U.S. Bank Plaza        St. Louis, MO 63101        Attention: Corporate Trust Services, SL-MO-T3CT         The undersigned registered owner of this Note hereby exercises the option to convert this  Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof)  below designated, into  cash, shares of Common Stock or a combination of cash and shares of  Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this  Note, and directs that any cash payable and any shares of Common Stock issuable and  deliverable upon such conversion, together with any cash for any fractional share, and any Notes  representing any unconverted principal amount hereof, be issued and delivered to the registered  Holder hereof unless a different name has been indicated below.  If any shares of Common Stock  or any portion of this Note not converted are to be issued in the name of a Person other than the  undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes,  if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture.  Any amount  required to be paid to the undersigned on account of interest accompanies this Note.  Capitalized  terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.   Dated: _____________________  ________________________________                                 ________________________________                                Signature(s)    ___________________________  Signature Guarantee   Signature(s) must be guaranteed  by an eligible Guarantor Institution  (banks, stock brokers, savings and  loan associations and credit unions)  with membership in an approved  signature guarantee medallion program  pursuant to Securities and Exchange  Commission Rule 17Ad-15 if shares  of Common Stock are to be issued, or                                         1     #91808965v6   10058821.1  





 






   Notes are to be delivered, other than  to and in the name of the registered holder.   Fill in for registration of shares if  to be issued, and Notes if to  be delivered, other than to and in the  name of the registered holder:   _________________________  (Name)   _________________________  (Street Address)   _________________________  (City, State and Zip Code)  Please print name and address                                 Principal amount to be converted (if less than all):                                 $______,000                                 NOTICE:  The above signature(s) of the Holder(s) hereof                                must correspond with the name as written upon the face of                                the Note in every particular without alteration or                                enlargement or any change whatever.                                 _________________________                                Social Security or Other Taxpayer                                Identification Number                                              2  #91808965v6   10058821.1  





 






                                                                ATTACHMENT 2              [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]   To:   U.S. Bank National Association        One U.S. Bank Plaza        St. Louis, MO 63101        Attention: Corporate Trust Services, SL-MO-T3CT         The undersigned registered owner of this Note hereby acknowledges receipt of a notice  from Euronet Worldwide, Inc. (the “Company”) as to the occurrence of a Fundamental Change  with respect to the Company and specifying the Fundamental Change Repurchase Date and  requests and instructs the Company to pay to the registered holder hereof in accordance with  Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note,  or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below  designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period  after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued  and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase  Date.  Capitalized terms used herein but not defined shall have the meanings ascribed to such  terms in the Indenture.         In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are  as set forth below:   Dated: _____________________                                 ________________________________                                Signature(s)                                   _________________________                                Social Security or Other Taxpayer                                Identification Number                                 Principal amount to be repaid (if less than all):                                 $______,000                                 NOTICE:  The above signature(s) of the Holder(s) hereof                                must correspond with the name as written upon the face of                                the Note in every particular without alteration or                                enlargement or any change whatever.                                          1  #91808965v6   10058821.1  





 






                                                                ATTACHMENT 3                          [FORM OF REPURCHASE NOTICE]   To:   U.S. Bank National Association        One U.S. Bank Plaza        St. Louis, MO 63101        Attention: Corporate Trust Services, SL-MO-T3CT         The undersigned registered owner of this Note hereby acknowledges receipt of a notice  from Euronet Worldwide, Inc. (the “Company”) regarding the right of Holders to elect to  require the Company to repurchase the entire principal amount of this Note, or the portion  thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and  requests and instructs the Company to repurchase the entire principal amount of this Note, or the  portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated,  in accordance with the applicable provisions of the Indenture referred to in this Note, at the  Repurchase Price from the registered Holder hereof.  Capitalized terms used herein but not  defined shall have the meanings ascribed to such terms in the Indenture.         In the case of certificated Notes, the certificate numbers of the Notes to be purchased are  as set forth below:   Dated: _____________________                                 ________________________________                                Signature(s)                                   _________________________                                Social Security or Other Taxpayer                                Identification Number                                 Principal amount to be repaid (if less than all):                                 $______,000                                 NOTICE:  The above signature(s) of the Holder(s) hereof                                must correspond with the name as written upon the face of                                the Note in every particular without alteration or                                enlargement or any change whatever.                                             1  #91808965v6   10058821.1  





 






                                                                ATTACHMENT 4                      [FORM OF ASSIGNMENT AND TRANSFER]   For value received ____________________________ hereby sell(s), assign(s) and transfer(s)  unto _________________ (Please insert social security or Taxpayer Identification Number of  assignee) the within Note, and hereby irrevocably constitutes and appoints  _____________________ attorney to transfer the said Note on the books of the Company, with  full power of substitution in the premises.   In connection with any transfer of the within Note occurring prior to the Resale Restriction  Termination Date, as defined in the Indenture governing such Note, the undersigned confirms  that such Note is being transferred:   □    To Euronet Worldwide, Inc. or a subsidiary thereof; or   □    Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as  amended; or   □    Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as  amended.                                             1  #91808965v6   10058821.1  





 






   Dated: ________________________   _____________________________________   _____________________________________  Signature(s)   _____________________________________  Signature Guarantee   Signature(s) must be guaranteed by an  eligible Guarantor Institution (banks, stock  brokers, savings and loan associations and  credit unions) with membership in an approved  signature guarantee medallion program pursuant  to Securities and Exchange Commission  Rule 17Ad-15 if Notes are to be delivered, other  than to and in the name of the registered holder.   NOTICE:  The signature on the assignment must correspond with the name as written upon the  face of the Note in every particular without alteration or enlargement or any change whatever.                                            2  #91808965v6   10058821.1